UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): February 7, 2005
W3 GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27083 84-1108035
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
444 Madison Avenue, Suite 1800, New York, NY 10022
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(Address of Principal Executive Offices)
(212) 750-7878
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 7, 2005 Registrant and Cristina Acquisition Corp.
("CAC") executed an amendment to the Letter of Intent signed on
January 19, 2005. The purpose of the amendment to the Letter
of Intent was to provide CAC additional time to complete its
funding arrangements and comply with the condition that it must
provide evidence of funding in the amount of $1.5 Million prior
to the closing date. Originally, under the January 19, 2005
Letter of Intent, CAC was to provide proof that such funding was
in escrow by January 31, 2005. Under the amendment, this date
has been extended to March 2, 2005. In all other respects the
original Letter of Intent remains the same.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 (1) Letter of Intent dated January 19, 2005 between
Registrant and Cristina Acquisition Corp.;
10.2 Letter of Amendment dated February 7, 2005 to the
Letter of Intent dated January 19, 2005 between
Registrant and Cristina Acquisition Corp.;
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(1) Previously filed as Exhibit 10.1 to the report on Form 8-K
filed with the Securities and Exchange Commission on
January 20, 2005 and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934,
the registrant has duly caused this report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: February 9, 2005 W3 GROUP, INC., A Delaware Corporation
(Registrant)
By: /s/ Robert Gordon
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Robert Gordon
Acting President