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 event reported)
                                 August 4, 2006

                              Aftersoft Group, Inc.
             (Exact name of registrant as specified in its charter)


            Delaware                   000-27083              84-1108035
  (State or other jurisdiction        (Commission          (I.R.S. Employer
       of incorporation)              File Number)        Identification No.)

          Savannah House, 11-12 Charles II Street, London, UK SW1Y 4QU
                    (Address of principal executive offices)

     Registrant's telephone number, including area code 011 44 207 451 2468


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 (see General Instruction A.2. below):

|_| 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 Definitive Material Agreement

On August 4, 2006, the Company and Auto Data Network, Inc. entered into a
binding agreement pursuant to which the Company, through a wholly-owned
subsidiary, will acquire EXP Dealer Software Limited. Auto Data Network, Inc.
owns approximately 95% of the common stock of the Company and 100% of the common
stock of EXP Dealer Software Limited. EXP Dealer Software Limited owns and
operates Auto Data Network, Inc.'s dealer management ("DMS") business. The
acquisition is expected to close contemporaneously with the spin off of Auto
Data Network, Inc.'s stake in the Company. Auto Data Network, Inc. intends to
dividend its shares in the Company to the shareholders of record of Auto Data
Network, Inc. as of August 25, 2006, subject to receipt of all necessary
approvals for the spinoff. Pursuant to the agreement, the Company's wholly-owned
subsidiary will acquire 100% of the outstanding shares of EXP Dealer Software
Limited from Auto Data Network, Inc. in exchange for shares of the Company's
common stock. Consequently, Auto Data Network, Inc. will own approximately 60
million shares of the Company upon completion of the acquisition and just prior
to the dividend of the Company stock to the shareholders of Auto Data Network,
Inc.

Item 9.01   Financial Statements and Exhibits.
      (d)   Exhibits.

            Exhibit
            Number    Description
            --------  ----------------------------------------------------------
            99.2      Press release dated August 4, 2006




                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


August 14, 2006                    Aftersoft Group, Inc.


                                   By: /s/ Ian Warwick
                                      ------------------------------------------
                                           Ian Warwick
                                           Chief Executive Officer and President


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Exhibit Index

99.2           Press release dated August 4, 2006




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