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February, 22nd, 2006
Maureen Bauer
Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549-0306
Re: W3 Group, Inc
4.01 Form 8-K dated 14 February, 2006-02-22
Filed February 15, 2006
File No. 0-27083
Dear Ms Bauer,
In response to your letter of February, 16, 2006, I would like to respond to
your comments in point order.
1. The First Paragraph of Item 4.01 disclosure to state the effective
date of Resignation of Donahue Associates, LLC, as required by Item
301(a)(1)(i) of Regulation S-B has been expanded as requested
2. The last sentence of the second paragraph of Item 4.01 has been
revised to comply with Item 304(a)(1)(iv)(A) as required.
3. Please see attached copy of amended 8-K/A which included an Exhibit
16 letter from the former accountants stating that the accountant
agrees with our ITME 304 disclosures.
4. Filer support has been contacted by the company regarding the
Company's name change.
5. The Company acknowledges that Company is responsible for the
adequacy and accuracy of the disclosure in the filing and that staff
comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to
the filing, and the Company may not assert staff comments as defence
in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Yours sincerely,
Ian Warwick
President
Att Exhit 16 letter
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2006
Aftersoft Group, Inc.
(Exact name of registrant as specified in its charter)
0-27083
(Commission File Number)
Delaware 84-1108035
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
Savannah House 5th Floor, 11 Charles II Street, London, SW1Y 4QU
(Address of principal executive offices) (Zip Code)
+44 207 451 2468
Registrant's telephone number, including area code
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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 14, 2006, the Registrant was informed in writing that its
independent accountant, Donahue Associates, LLC.("Donahue") had resigned
effective February 14th, 2006. The Registrant's Board of Directors has accepted
the resignation of Donahue and has appointed Corbin & Company LLP ("Corbin") as
its independent accountant from December 20, 2005. Corbin will perform the
annual audit of Registrant's financial statements for the year ended June 30,
2006.
In connection with Donahue's services to the Company, in the fiscal year ended
December 31, 2004, Donahue prepared a report dated March 25,2005 on the
Company's financial statements for the fiscal year ended December 31, 2004 and
2003. The report did not contain an adverse opinion or disclaimer of accounting
principles. The opinion was qualified, however, as to the Company's ability to
sustain itself as a going concern without securing additional funding. As
required by Item 304(a)(1)(iv)(A) the Company can confirm that during the most
recent two fiscal years and the subsequent interim periods through February 14,
2006, there were no disagreements with Donahue Associates, LLC, on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to the
satisfaction of Donahue would have caused Donahue to make reference thereto in
Donahue's report on the financial statements for such period.
The Company provided Donahue with a copy of the foregoing disclosures and
requested that Donahue furnish a letter addressed to the Securities and Exchange
Commission stating whether or not Donahue agrees with the above statements.
During the two most recent fiscal years and through December 20, 2005, the
Company has not consulted with Corbin regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the Company or oral
advice was provided that Corbin concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, or a reportable event.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT NUMBER DESCRIPTION
16.1 Letter from Donahue to the Securities and Exchange Commission dated
February 14 , 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Aftersoft Group, INC.
(Registrant)
Date: February 14, 2006 s.s. Ian Warwick
------------------
Ian Warwick President
(Officer duly authorized to sign this report)
Exhibit 16.1
Donahue Associates, LLC
27 Beach Road, C05-A
Monmouth Beach, New Jersey, 07750
February 14, 2006-02-20
United States Securities & Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aftersoft Group, Inc. (formerly W3 Group, Inc.)
File Number 0-27083
Dear Commissioners,
We previously acted as independent accountants to audit the financial statements
of W3 Group, Inc. We are no longer acting as independent accountants to the
Company.
This letter will confirm that I have reviewed Item 4.01 of the Company's Form
8-K dated February 14, 2006 captioned "Changes in Registrant's Certifying
Accountants" and that we agree with the statements made therein as they relate
to us.
I hereby consent to the filing of this letter as an exhibit to the foregoing
report on Form 8-K.
Sincerely,
Donahue Associates, LLC