8-K

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)

January 30, 2007

Auto Data Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-24609	13-3944580
(State	(Commission	(Employer
of incorporation)	File Number)	Identification No.)

712 Fifth Avenue 19^th Floor New York, NY 10019

(Address of principal executive offices)

Registrant's telephone number, including area code: (212) 897-6848

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 8.01 Other Events

On January 30, 2007, the Company announced via a press release that it had obtained consent from the majority in interest of each class of the Company’s preferred stock to the previously announced spin-off of the Company’s holdings in Aftersoft Group, Inc. to the Company’s shareholders. The press release is filed as Exhibit 99.1 hereto.

As of the applicable dividend date, the Company will issue additional shares of the Company’s common stock to holders of the Company’s Series A-1 Convertible Preferred Stock, in the aggregate, in proportion to their respective holdings of those securities as of the applicable dividend date, such that the sum of (i) those newly issued shares plus (ii) the shares of common stock into which the Series A-1 Convertible Preferred Stock is convertible shall equal, in the aggregate, 1,388,000 shares.

As of the applicable dividend date, the Company will issue additional shares of the Company’s common stock to holders of the Company’s Series A-2 Convertible Preferred Stock, in the aggregate, in proportion to their respective holdings of those securities as of the applicable dividend date, such that the sum of (i) those newly issued shares plus (ii) the shares of common stock into which the Series A-2 Convertible Preferred Stock is convertible shall equal, in the aggregate, 4,077,666 shares of the Company’s common stock.

As of the applicable dividend date, the Company will issue additional shares of the Company’s common stock to holders of the Company’s Series B Convertible Preferred Stock and Series B-2 Convertible Preferred Stock, in the aggregate, in proportion to their respective holdings of those securities as of the applicable dividend date, such that the sum of (i) those newly issued shares plus (ii) the shares of common stock into which the Series B Convertible Preferred Stock and the Series B-2 Convertible Preferred Stock is convertible shall equal, in the aggregate, 11,869,984 shares of the Company’s common stock.

Immediately prior to the time that a registration statement under the Securities Act of 1933, as amended, covering all of the spin-off shares is declared effective by the Securities and Exchange Commission, the Company will repurchase all the Company’s Series D-1 Convertible Preferred Stock and Series D-2 Convertible Preferred Stock from the holders who sell. As consideration for the repurchase of those securities, the Company will issue, if all the holders sell, an aggregate of 5,579,662 shares of the Company’s common stock to holders of the Company’s Series D-1 Convertible Preferred Stock and an aggregate of 6,313,251 shares of the Company’s common stock to holders of the Company’s Series D-2 Convertible Preferred Stock in proportion to their respective holdings of those securities, subject to adjustment for certain dilutive issuances prior to the date on which the consideration is issued.

A registration statement under the Securities Act of 1933, as amended, covering all of the spin-off shares of Aftersoft Group, Inc., is being filed with the Securities and Exchange Commission by February 18, 2007. The ex-dividend date will be three business days after the SEC declares the registration statement effective. The spin-off ratio will be approximately .95 of a share of common stock of Aftersoft Group, Inc. for every 1 share of the Company’s common stock, on a fully diluted basis.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
	Exhibit Number	Description
	99.1	Press release dated January 30, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Aftersoft Group, Inc. 

By: /s/ Ian Warwick 

Ian Warwick 

Chief Executive Officer 

February 6, 2007 

2

Exhibit Index
99.1	Press release dated January 30, 2007

3

EX-99.1

Exhibit 99.1

AUTO DATA NETWORK, INC. ANNOUNCES RECEIPT OF PREFERRED SHAREHOLDER CONSENTS FOR SPIN-OUT OF SHARES OF AFTERSOFT GROUP, INC.

NEW YORK and LONDON, Jan. 30, 2007 (PRIME NEWSWIRE) -- Auto Data Network, Inc. (Pink Sheets: ADNW) today announced that it has received the consents it was seeking from the holders of a majority of each of its classes of preferred stock for the previously announced spin-out of its holdings in Aftersoft Group, Inc. to the shareholders of Auto Data Network, Inc. The shares being spun out are to be covered by a registration statement to be filed with the SEC. It is anticipated that the registration statement will be filed with the SEC within approximately two weeks. The spin-out will be effective when the registration statement is declared effective by the SEC. The ex-dividend date will be three business days after the SEC declares that registration statement to be effective. The spin-out ratio will be approximately .95 of a share of common stock of Aftersoft Group, Inc. for every 1 share of common stock of Auto Data Network, Inc. (on a fully diluted basis).

About Auto Data Network, Inc.

Auto Data Network is a group of established companies that provide software products and services to the automotive industry. The company's main customer base is the auto dealership marketplace. This marketplace consists of approximately 78,000 dealers in North America and 92,000 dealers in Europe. The company estimates that this represents a $15 billion market for software and services specifically for auto dealerships.

About Aftersoft Group, Inc.

Aftersoft is a leading supplier of business management solutions serving small and medium-size businesses. Aftersoft Group, Inc. has operations in Sheffield (United Kingdom), Allentown (Pennsylvania), and San Juan Capistrano (California). Aftersoft is currently focused on serving the auto parts aftermarket, which is a $68 billion market opportunity in the U.S. alone, with approximately 20,000 potential clients. Aftersoft has recently developed its products so as to be able to serve the wholesale market, a $263 billion U.S. market opportunity with 31,000 potential clients, and the hardlines and lumber market, a $95 billion market opportunity with 29,000 potential clients.

Our customers have complex supply chains that need specialized software services to operate efficiently. Our customers operate in complex distribution environments and manage market and sell large quantities of diverse types of products. Businesses with complex supply chains need more sophisticated systems in tune with their vertical marketplace to operate efficiently.

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 which meet these needs and help its customers meet their customers' expectations. These products and services include:

* Business management systems comprised of the company's proprietary software applications, implementation and training and third-party hardware and peripherals;

* 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,

* 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.

Safe Harbor Statement

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the company's business including, increased competition; the ability of the company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence; general economic conditions; and other risks detailed time to time in filings with the Securities and Exchange Commission (SEC).

CONTACT: Auto Data Network, Inc.

Ian Warwick

(212) 897-6848

info@autodatanetwork.com