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): February 12, 2004
W3 GROUP, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-27083 84-1108035
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
444 Madison Avenue, Suite 2904, New York, NY 10022
(Address of principal executive offices) (Zip Code)
(212) 750-7878
(Registrant's telephone number, including area code)
N/A
____________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
On February 12, 2004, the Registrant was informed that its independent
accountant, Janet Loss, C.P.A., PC.,("Loss") had resigned. The Registrant's
Board of Directors has accepted the resignation of Loss and appointed
Donahue Associates, L.L.C. ("Donahue") as its independent accountant.
Donahue will perform the annual audit of Registrant's financial statements
for the year ended December 31, 2003.
In connection with Loss' services to the Company, in the fiscal year ended
December 31, 2002, Loss prepared a report dated March 25, 2003 on the
Company's financial statements for the fiscal year ended December 31, 2002
and 2001. 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. In addition, with respect to the report, there were no
disagreements with Loss 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 Loss would have
caused Loss to make reference thereto in Loss' report on the financial
statements for such periods.
The Company provided Loss with a copy of the foregoing disclosures and
requested that she furnish a letter addressed to the Securities and Exchange
Commission stating whether or not Loss agrees with the above statements.
A copy of such letter, dated February 12, 2004 is filed as Exhibit 16 to
this Form 8-K.
During the two most recent fiscal years and through February 12, 2004, the
Company has not consulted with Donahue 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 Donahue 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 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 16.1 Letter from Janet Loss, C.P.A., PC. regarding resignation
as certifying accountant
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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 20, 2004 W3 GROUP, INC., A Delaware Corporation
(Registrant)
By: /s/ Robert Gordon
Robert Gordon
Acting President
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