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Exhibit 99.1 Form 10-SB

                                  UNITED STATES
                              Washington, DC 20549
                                   Form 10-SB

     General Form for Registration of Securities of Small Business Issuers
       Under Section 12(b) or (g) of the Securities Exchange Act of 1934

                   Aftersoft Group, Inc. f/k/a W3 Group, Inc.
        (Exact name of small business issuer as specified in its charter)

          Delaware                       0-27083                  84-1108035
(State or other jurisdiction           (Commission             (I.R.S. Employer
      of incorporation)                File Number)           Identification No.)

     Savannah House 5th Floor 11 Charles II Street London SW1Y 4QU UK 83728
               (Address of principal executive offices) (Zip Code)

                                +44 207 451 2468
              (Registrant's telephone number, including area code)

      Securities to be registered under Section 12(b) of the Exchange Act:


                              AFTERSOFT GROUP, INC.

                                 TABLE OF CONTENTS


Item 1 Description of Business
Item 2 Management's Discussion and Analysis or Plan of Operation
Item 3 Description of Property
Item 4 Securities Ownership of Certain Beneficial Owners and Management
Item 5 Directors, Executive Officers, Promoters and Control Persons
Item 6 Executive Compensation
Item 7 Certain Relationships and Related Transactions
Item 8 Description of Securities


Item 1 Market Price and Dividends on the Registrant's Common Equity
       and Other Stockholder Matters
Item 2 Legal Proceedings
Item 3 Changes in and Disagreements with Accountants
Item 4 Recent Sales of Unregistered Securities
Item 5 Indemnification of Directors and Officers


Financial Statements for year ending June 30, 2005
Financial Statement Notes for year ending June 30, 2005
Financial Statements for three months ending September 30, 2005
Financial Statement Notes for three months ending September 30, 2005
Consolidated Financial Statements for Aftersoft Group, Inc.
  as of December 21, 2005
Statement of Operations for Aftersoft Group, Inc. for July 1, 2005 to
  December 21, 2005




                                     PART I

All statements contained in this Form 10-SB, other than statements of historical
facts, that address future activities, events or developments are
forward-looking statements, including, but not limited to, statements containing
the words "believe," "anticipate," "expect" and words of similar import. These
statements are based on certain assumptions and analyses made by us in light of
our experience and our assessment of historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate
under the circumstances. However, whether actual results will conform to the
expectations and predictions of management is subject to a number of risks and
uncertainties that may cause actual results to differ materially.

Such risks include, among others, the following: international, national and
local general economic and market conditions: our ability to sustain, manage or
forecast our growth; availability of adequate financing on acceptable terms in
timely fashion, or at all; raw material costs and availability; new product
development and introduction; existing government regulations and changes in, or
the failure to comply with, government regulations; adverse publicity;
competition; the loss of significant customers or suppliers; fluctuations and
difficulty in forecasting operating results; changes in business strategy or
development plans; business disruptions; the ability to attract and retain
qualified personnel; the ability to protect technology; and other factors
referenced in this and previous filings.

Consequently, all of the forward-looking statements made in this Form 10-SB are
qualified by these cautionary statements and there can be no assurance that the
actual results anticipated by management will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on our business operations.


As used in this Form 10-SB, unless the context requires otherwise, "we" or "us"
or the "Company" means Aftersoft Group, Inc.


                            BACKGROUND OF THE COMPANY

Aftersoft Group is a leading provider of business and supply chain management
solutions primarily to automotive parts manufacturers, retailers, tire and
service chains, independent installers and wholesale distributors in the
automotive aftermarket. The Company conducts its businesses through subsidiaries
with operations in Europe and North America. MAM Software Limited is the leading
supplier of software to the automotive parts market in the U.K. MAM Software
consists of MAM Autopart Ltd, MAM AutoCat Ltd. and MAM Autowork Ltd., which are
all based in Sheffield, UK. Aftersoft Network North America, Inc. is comprised
of AFS Warehouse Distribution Management, Inc. and AFS Tire Management Inc.,
which are based in San Juan Capistrano, California and AFS Autoservice, Inc.,
which is based in Allentown PA. Aftersoft Network North America was formerly
known as CarParts Technologies Acquisition Corp. and AFS Tire Management was
formerly known as CarParts Technologies, Inc. Together these subsidiaries are
the second largest supplier of software to the automotive parts market in the

                                BUSINESS OVERVIEW

Aftersoft seeks to provide a comprehensive suite of software solutions to the
aftermarket automobile industry. Currently this is being achieved through the
operations of its subsidiaries.

MAM Software Limited

MAM Software Limited, a wholly owned subsidiary of the Company, is the largest
professional software provider to the UK automotive aftermarket. MAM Software
specializes in the provision of reliable and competitive business management
solutions to the motor factoring (jobber), retailing, and wholesale distribution
sectors. It also develops applications for vehicle repair management and
provides solutions to the retail and wholesale tire industry. All MAM software
programs are based on the Microsoft Windows family of operating systems. Each
program is fully compatible with the other applications in their range, enabling
them to be combined to create a fully integrated package.

Aftersoft Network North America Inc

Aftersoft Network North America, Inc. (AFS), a wholly owned subsidiary of the
Company, develops open business automation and distribution channel eCommerce
systems for the automotive aftermarket supply chain. These systems are used by
more than 3,000 leading aftermarket outlets, including tier one manufacturers,
program groups, warehouse distributors, tire and service chains and independent
installers. With AFS products and services many companies now generate new
sales, operate more cost efficiently, accelerate inventory turns and maintain
stronger relationships with suppliers and customers.

                                  BUSINESS GOAL

Our management believes that there is a clear need for our services and products
in the aftermarket segment of the automotive industry. Our goal is to continue
to provide first class solutions to enable our customers to achieve streamlined
operations thereby increasing their scope for a greater profit margin. Our goal
is to continue to develop our business organically and to seek new software
solutions and packages through development or acquisition that will enhance our
offering to our customers and thereby ensuring that we gain repeat business, and
ultimately returning value to our shareholders.

                          OUR CURRENT PRODUCT OFFERINGS

Aftersoft is a leading provider of software, information and services primarily
to wholesale distributors of automotive parts and tires and the providers of
automotive repair and maintenance services for the automotive aftermarket in the
United States, United Kingdom and Canada.

The Company's customer base consists of wholesale parts & tire distributors,
retailers, franchisees, cooperatives, auto service chains and single location
auto service businesses with high customer service expectations and complex
commercial relationships.

The automotive aftermarket represents that business associated with the life
cycle of a motor vehicle, the time between the expiration of the original
manufacturers' warranty, when the benefit of initial purchase runs out, and the
vehicle's end of life, when it is scrapped. The market includes the parts, tires
and auto services required to maintain and improve the performance or appeal of
a vehicle throughout its useful life.


The Company services the automotive aftermarket with business management
systems, information products and online services that its customers use to
manage their critical day-to-day business operations through automated
point-of-sale, inventory management, purchasing, general accounting and customer
relationship management.

The Company's revenues are derived from the following:

o      Business management systems comprised of proprietary software
      applications, implementation and training; and

o      Subscription-based services, including software support and maintenance,
      information (content) products and online services.

Industry Overview

The Company meets the business needs of customers who are involved in the
maintenance and repair of automobiles and light trucks in three key segments of
the automotive aftermarket, namely parts, tires and auto service.

In the United States, according to the Automotive Aftermarket Industry
Association (AAIA), the automotive aftermarket generated $167.8 billion in sales
in 2001 which, based on the U.S. Department of Commerce's Bureau of Economic
Analysis report for 2001, ranked as the 14th largest industry in the United
States. For 2003, AAIA estimates that the automotive aftermarket sales increased
to $183.0 billion, or at an annualized rate of 4% growth over 2001. Further,
based on the U.S. Department of Labor's statistics for 2002, the AAIA estimates
that the automotive aftermarket accounted for 3% of all jobs in the United

In the United Kingdom, according to a 2003 report by the UK Department of Trade
and Industry, the value of the UK automotive aftermarket, the annual cost of
maintaining Britain's 27 million vehicles is approximately $24 billion. Longer
warranties defer the start of aftermarket revenue, except for running spares and
service parts, accident damage, and optional add-ons like security,
entertainment and customization. Sales of new vehicles in Britain amount to $42
billion each year. Maintaining the 27 million vehicles, however, gives rise to
the annual $24 billion aftermarket, including $22 billion in spare parts and
fitting charges and $2 billion in inspection revenues.

The Company believes that growth in the automotive aftermarket will continue to
be driven by:

o      gradual growth in the aggregate number of vehicles in use;
o      increase in the average age of vehicles in operation;
o      growth in the total number of miles driven per vehicle per year; and
o      increased vehicle complexity.

There are two primary vertical distribution channels through which aftermarket
parts and tire distribution occurs: the traditional wholesale channel and the
retail channel;

Automotive Aftermarket Distribution Channels

The following is a description of the vertical distribution channels in the
automotive aftermarket.

o      Traditional Wholesale Channel. The wholesale channel is the predominant
      distribution channel in the automotive aftermarket. It is characterized by
      the distribution of parts from the manufacturer to a warehouse
      distributor, to parts stores and then to automotive service providers.
      Warehouse distributors sell to automotive service providers through parts
      stores, which are positioned geographically near the automotive service
      providers they serve. This distribution method provides for the rapid
      distribution of parts. The Company has products and services that meet the
      needs of the warehouse distributors, parts stores and the automotive
      service providers.

o      Retail Channel. The retail channel is comprised of large specialty
      retailers, small independent parts stores and regional chains that sell to
      "do-it-yourself" customers. Larger specialty retailers, such as Advance
      Discount Auto Parts, AutoZone, Inc., O'Reilly Automotive, Inc. and CSK
      Auto Corporation, carry a greater number of parts and accessories at more
      attractive prices than smaller retail outlets and are gaining market
      share. The business management systems used in this channel are custom
      developed by the large specialty retailers and for the small to medium
      businesses purchased from business systems providers. The Company has
      products and services that support the retail channel.

In addition to these two primary channels some aftermarket parts and tires do
end up being distributed to the new car dealers. The business management systems
used in this channel have unique functionality specific to new car dealerships.
The Company sells a small number of products into the auto service provider side
of car dealerships and the aftermarket wholesalers of parts and tires do some
business with new car dealerships by providing them online purchasing

Need for Technology Solutions

There are a variety of factors that drive the need for technology solutions
within the automotive aftermarket.


o      Inventory Management. Industry sources suggest that approximately 35% of
      parts produced are never sold and 30% of parts stocked are never sold. In
      addition, according to a University of the Aftermarket Study,
      approximately 25% of parts sold are eventually returned due to a lack of
      knowledge or capability by either the parts supplier counterman or the
       auto service provider installer. Thus, there is substantial inefficiency
      in the automotive aftermarket supply chain. This inefficiency results in
      excess inventory carrying costs, logistical costs and the over-production
      of parts and tires at the manufacturer level. Overcoming these challenges
      requires the combination of business systems software, information
      products, and connectivity services.

o      Competition. In the US the need for technology solutions has been
      accelerated by the expansion of large specialty parts retailers such as
      Advance Auto Parts Inc. and large auto service chains like Monro Muffler
      and Brake Inc. This expansion has driven the smaller competitors to
      computerize or upgrade their existing systems with more modern business
      management solutions enabled for information products and online services.
      Many of the systems in use today are older, character-based or in-house
      developed systems with limited capability for integrating current
      information products and online services.

o      Volume and Complexity of Information. Businesses in the automotive
      aftermarket are required to manage large volumes of information from
      numerous sources with complex inter-relationships. There are over 4.5
      million different stock-keeping units (SKUs), available to parts sellers
      in the product catalogs used by the U.S. automotive aftermarket. The
      number of SKUs increase in the order of some 5% each year. Moreover,
      manufacturers update product information and product prices with
      increasing frequency as they improve their internal processing and try to
      keep pace with consumer trends. As a result, most automotive aftermarket
      businesses require sophisticated inventory management systems, accurate
      and timely information on parts, tires, and repair delivered through
      online services to communicate, manage and present this volume of data.

o      Customer Service Requirements. Consumer demand for same day repair service
      and the need to optimize thru-put of repair bays forces automotive service
      providers to demand prompt and accurate delivery of specific parts and
      tires from their suppliers. Therefore, the ability of either the auto
      service provider and the warehouse distributor or parts store to access
      information about a products availability and price so as to be able to
      promptly get the required product is critical to the success of all
      parties. To meet these demanding customer service requirements, there is a
      need for business management systems, product information and online
      services that enable workers to reliably and accurately transact their
      business between warehouse distributors, parts stores and automotive
      service providers.

o      Regional Efficiencies. The usage and availability of a combination of
      business management systems, information products and online services has
      resulted in the development of regional trading networks among auto
      service provider chains, parts stores, parts warehouse distributors and
      tire warehouse distributors. This enables participants to achieve the
      efficiencies and customer service levels that are key to being competitive
      and successful against the larger retail and service chains in the
      automotive aftermarket.

The Company's Systems and Services

Meeting the needs of the automotive aftermarket requires a combination of
business management systems, information products and online services that
combine to deliver benefits for all parties involved in the timely repair of a
vehicle. The Company provides systems and services that meet these needs and
help its customers to meet their customers' expectations. These products and
services include:

o      business management systems comprised of the Company's proprietary
      software applications, implementation and training and third-party
      hardware and peripherals;

o      information products related to parts, tires, labor estimates, scheduled
      maintenance, repair information, technical service bulletins, pricing and
      product features and benefits which are used by the different participants
      in the automotive aftermarket; and

o      Online services and products that provide online connectivity between
      manufacturers, warehouse distributors, retailers and automotive service
      providers. These products enable electronic data interchange throughout
      the automotive aftermarket supply chain between the different trading
      partners. They also enable procurement and business services to be
      projected over the web to an expanded business audience.

The Company's business management systems meet the needs of warehouse
distributors, part stores and automotive service providers as follows:

Warehouse Distributors

o      AFS Warehouse Distribution Management, Inc.: DirectStep. This product is
      designed for and targeted at warehouse distributors that seek to manage
      multiple locations and inventories on a single system. AFS Warehouse
      provides distributors a complete business management system for inventory
      management, customer maintenance, accounting, purchasing and business
      analytics. The products enable online trading and services including price
      and product information updating integrated with AFS Autoservice, Inc.'s
      Autopart and VAST products, which are used by parts stores and automotive
      service providers.


Parts Stores

o      AFS Autoservice, Inc.: .Autopart This product is designed for and targeted
      at parts store chains that seek to manage multiple locations and
      inventories on a single system for a regional area and are also suited to
      managing single location franchisees or buying group members. Theproduct
      provides point of sale, inventory management, electronic purchasing
      capabilities and a fully integrated accounting module. It also allows the
      parts stores to connect with automotive service providers through the AFS
      Autoservice's online services.

Automotive Service Providers

o      AFS Autoservice, Inc.: VAST. This product is designed for and targeted at
      large to medium automotive service chains that seek to manage multiple
      locations and inventories for a regional area is also suited to managing
      single location stores that are part of a franchise or a buying group. The
      Company's VAST product provides point-of-sale, inventory management,
      electronic purchasing and customer relationship management capabilities.
      It also allows the automotive service provider locations to connect with
      parts and tires warehouse distributors and parts stores through the
      Company's online services and products.

o      AFS Autoservice, Inc:Autowork. This product is designed for and targeted
      at small single store automotive installers. The Autowork product provides
      estimate, job card, parts procurement and invoice capabilities. It also
      allows the automotive installer to connect with parts distributors through
      the company's online services and products.

In addition to the above principal products, the Company also services,
maintains and provides upgrades for, but does not actively sell, three
additional products for its aftermarket customers that are still utilizing these
systems. These products, ASP, BDG and Tradera, track inventory, perform
accounting functions and execute point-of-sale operations such as invoicing and

Information Products

The Company provides product catalog and vehicle repair information required to
enable point-of-sale transactions. These proprietary database products and
services generate recurring revenues through monthly subscription fees.

In the United Kingdom, the Company develops and maintains proprietary
information products which in the UK differentiate the Company's products from
those of the majority of its competitors. In the U.S. and Canada, the Company
develops and maintains a proprietary workflow capability that integrates
information products sourced from its suppliers to its automotive parts and tire
customers, including warehouse distributors, parts stores and automotive service

The Company's principal information service is Autocat. The Company's UK
information product provides access to a database of over 9 million unique
automobile vehicle applications for approximately 500,000 automotive parts
product lines. Business systems software used by the warehouse distributor,
parts store and auto service provider enable the user to access the part
information quickly and accurately. The Company charges an annual or monthly
subscription fee for its information products and provides customers with
periodic updates. In the UK there are approximately 1,300 aftermarket companies
subscribing to the Company's information products. In the U.S. and Canada, the
Company resells a significant number of information products.

In addition, other information products developed or resold by the Company
include Interchange Catalog, a database that provides cross references of
original equipment manufacturer part numbers to aftermarket manufacturer part
numbers; Price Updating, a service that provides electronic price updates
following a price change by the part manufacturer; Labor Guide, a database used
by automotive service providers to estimate labor hours for purposes of
providing written estimates of repair costs to customers; Scheduled Service
Intervals, a database of maintenance intervals; and Tire Sizing, a database that
cross-references various tire products and applications.

Customer Support Services

The companies provide post-sale support, consulting and training. Customers can
call the company support lines for access to personnel who provide support and
perform on-line problem solving as required. The Company also provides a
customer only section of the Company's intranet site that allows customers
direct access to news groups, on-line documentation and product and services
related information. New customers enter into support agreements, and most
retain such service agreements for as long as they own the system. Monthly fees
vary with the number of locations and the software modules, information products
and online services subscribed to. The agreements are generally month-to-month
agreements. The Company offers training for customers at its facilities, at a
customer's facilities and online for product updates or introducing specific new

Online Services

The Company offers online e-commerce services as both system-to-system and web
browser implementations. These online services connect the automotive
aftermarket from manufacturers through warehouse distributors and parts stores
to automotive service providers for the purpose of purchasing of parts and
tires, fleet and national account transaction processing and product information

e-Commerce Gateway Services. In the U.S. and Canada, the Company's e-Commerce
services utilizes automotive industry standard messaging specifications to
deliver online services that connect manufacturers, warehouse distributors,
parts stores and automotive service providers for the purpose of purchasing
parts and tires, fleet and national account transaction processing, online
product and price updating for parts and tires.


e-Commerce Browser Services. In the U.S. and Canada the Company's e-Commerce
browser services enable warehouse distributors and parts stores to provide an
online service to automotive service providers for the purpose of purchasing of
parts and tires, accessing account information and other browser based channel
management services.

Autonet. In the UK the Company's Autonet online services connect manufacturers,
warehouse distributors, parts stores and automotive service providers for the
purpose of purchasing of parts and tires, fleet and national account transaction
processing and product information and price distribution.

Autocat. The Company's UK product information database is available for access
and distribution as a web driven service. Named Autocat+, the database and
access software have been enhanced to enable consumers and service professionals
to look up automotive products for themselves, view diagrams and select the
parts for their vehicle. This product is used by parts stores and professional
installer segments of the automotive parts aftermarket. In the U.S. and Canada
the Company resells a similar online service.

                               Company Operations

Sales and Marketing

The Company's sales and marketing strategy is to acquire customers and retain
them, to cross sell and up sell to its customers a range of commercially
compelling business management systems, information products and online

Within the parts, tire and auto service provider segments, the Company sells and
markets through a combination of field sales, inside sales, and independent
representatives. The Company seeks to partner with large customers or buying
groups and leverage there relationships with their customers or members.
Incentive pay is a significant portion of the total compensation package for all
sales representatives and sales managers. The Company's sales focus primarily on
identifying and selling to new customers complemented by an inside sales focus
on selling upgrades and new software applications to its installed base.

The Company's marketing approach aims to leverage the Company's reputation for
customer satisfaction and for delivering systems, information and services that
improve a customer's commercial results. The goal of these initiatives is
maximize customer retention and recurring revenues and to enhance the
productivity of the field sales team and to create the cross selling and up
selling opportunities for its systems, information products and online services.

Product Development

The Company's product development strategy is to integrate all of its products,
to enhance its current products using customer funded engineering and to provide
a migration path to the Company's commercially compelling replacement systems.
This approach has three key benefits that support the Company's strategy. First,
it maximizes the retention of customers and their recurring revenues by adding
value to their business. Second, it creates the opportunity to up sell
replacement business systems, information products and online services to
existing customers. Third, it avoids the fear that most customers have of
disruption to their business resulting from changing systems.

Customer Support and Consulting

We provide support and consulting to customers to ensure the successful use of
our products and services. The Company's support and consulting also builds
customer relationships, enhances customer satisfaction and maximizes customer
retention. The Company's customer support and consulting organization consists

o      Phone and online support. The Company's customers can call its support
      line for access to personnel who provide support and perform on-line
      problem solving as required.

o      Implementation, education and training consulting. When the Company sells
      a new system its consulting and training team work together to minimize
      the disruption to a customer's business during the implementation process
      and to maximize the customers' benefit from the use of the system by
      training them.

The Company's UK catalog information product and other information services are
delivered by its Autocat product team. The Autocat product team sources,
standardizes and formats data collected from over 130 automotive parts
manufacturers. The data generally is sourced from aftermarket parts
manufacturers in electronic format. The Company generally produces catalog
updates on compact discs approximately four times per year from its facilities
in Wareham, England. The Company provides this data to its customers in a
variety of formats including more recently as an online subscription.



In the U.S. and Canada, the Company competes primarily with Activant, Inc. and
several smaller software companies, including iCarz, Autologue and Wrenchead,
Inc. that provide similar products and services to the U.S. automotive

Additionally, one of the opportunities and ongoing competitive threat to the
Company is custom developed in-house systems, information products and online
services. For example, AutoZone, Inc. and Genuine Parts Company's NAPA Parts
Group both developed their own business management systems and electronic
automotive parts catalogs for their stores and members.

Several large enterprise resource planning and software companies have made
public announcements regarding the attractiveness of various small and medium
enterprise vertical markets, including Microsoft Corporation, Oracle Corporation
and Intuit Inc. The Company has not competed with any of these larger software
and service companies. However, there can be no assurance that they will not
develop or acquire a competitive offering in the future.

In the UK, the Company competes primarily with Activant and several other
smaller software companies including EGO and RAMDATA.


For its fiscal year ended June 30, 2005, no single customer accounted for more
than 10% of the Company's total revenues. The Company's top ten customers
accounted for 20% of its total revenues. Some of the Company's top customers in
North America include Monro Muffler Brake, Fountain Tire and Allied Exhaust
Systems. In the UK market the Company's top customers include Brown Brothers,
Motorparts Direct, Carlac Ltd, TMS Motor Spares, Central Auto Supplies, CES Ltd,
Jayar Components, and L Bennett and Son Ltd

                                  OUR EMPLOYEES

Aftersoft Group, Inc. has 170 full-time employees. Of these, 17 are management
employees and 153 are administrative or support staff. Of these employees, 21
are located in our offices in San Juan Capistrano, CA, 32 are located in our
offices in Allentown, PA, and 117 are located in our offices in the United
Kingdom. All of our employees have executed customary confidentiality and
restrictive covenant agreements.

                                  RISK FACTORS

Our business, financial condition or operating results are subject to a number
of risk factors, both those that are known to us and identified below and others
that may arise from time to time. These risk factors could cause our actual
results to differ materially from those suggested by forward-looking statements
in this document and elsewhere, and may adversely affect our business, financial
condition or operating results. If any of those risk factors should occur,
moreover, the trading price of our securities could decline, and investors in
our securities could lose all or part of their investment in our securities.
These risk factors should be carefully considered in evaluating the Company and
its prospects.

We have a limited operating history which makes it difficult to evaluate our
business and to predict our future operating results.

We were organized in July 2005. Since our inception, we have been primarily
engaged in organizational activities, including developing a strategic operating
plan, entering into various collaborative agreements for the development of
products and technologies, hiring personnel and developing and testing our

We may fail to address risks we face as a developing business which could
adversely affect the implementation of our business plan.

We are prone to all of the risks inherent in the establishment of any new
business venture. You should consider the likelihood of our future success to be
highly speculative in light of our limited operating history, as well as the
limited resources, problems, expenses, risks and complications frequently
encountered by similarly situated companies.

To address these risks, we must, among other things,

o      maintain and increase our product portfolio;

o      implement and successfully execute our business and marketing strategy;

o      continue to develop new products and upgrade our existing products;

o      respond to industry and competitive developments; and

o      attract, retain, and motivate qualified personnel.

We may not be successful in addressing these risks. If we are unable to do so,
our business prospects, financial condition and results of operations would be
materially adversely affec

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