SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 14, 2001 ------------- Cornerstone Internet Solutions Company. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13360 22-3272662 - ----------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 400 Lanidex Plaza Parsippany, NJ 07054 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (973) 503-5600 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.)Item 4. Changes in Registrant's Certifying Accountants ---------------------------------------------- KPMG LLP was previously the principal accountants for Cornerstone Internet Solutions Company ("the Company"). On June 14, 2001, that firm resigned. In connection with the audits of the two fiscal years ended May 31, 2000, and the subsequent period through June 14, 2001, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused it to make reference in connection with its opinion to the subject matter of the disagreement. In connection with the audits of the two fiscal years ended May 31, 2000, and the subsequent period through June 14, 2001, there were no reportable events as defined in Regulation S-K, Item 304(a)(1)(v), except as follows: The Company has reflected B2Bgalaxy.com Inc. (B2B) as a consolidated subsidiary in its previously filed financial statements through August 31, 2000. However, on February 29, 2000, B2B completed a private placement of common stock, which reduced the Company's voting interest in B2B below 50%. As the Company no longer had a controlling financial interest in B2B, the Company should have presented the investment in B2B using the equity method of accounting as of and for periods after February 29, 2000. As the Company announced in its Form 8-K dated January 31, 2001, the Company plans to restate its financial statements included in its Form10-KSB for the fiscal year ended May 31, 2000 and Form 10-QSB for the quarterly periods ended February 29 and August 31, 2000 to reflect its investment in B2B using the equity method of accounting from February 29 2000. The Company does not anticipate there will be any changes to the Company's stockholders' equity, net loss or related per share amounts as a result of the revisions to the financial statements to apply the equity method of accounting for the Company's investment in B2B for any of these periods. Prior to its resignation, KPMG LLP did not have the opportunity to complete its audit of the adjustments to the Company's financial statements as of and for the year ended May 31, 2000. KPMG LLP have advised the Company that the misapplication of generally accepted accounting principles discussed above materially impacts the fairness and reliability of the consolidated financial statements of the Company as of and for the year ended May 31, 2000, and the previously issued auditors' report contained in Form 10-KSB, and the unaudited interim financial statements for the quarterly periods ended February 29 and August 31, 2000 contained in the applicable Form 10-QSB. Due to the accountants' resignation, the issue has not been resolved to the accountants' satisfaction prior to its resignation. KPMG LLP's auditors' report on the consolidated financial statements of Cornerstone Internet Solutions Company and subsidiaries as of and for the years ended May 31, 2000 and 1999, contained a separate paragraph stating that -2- "the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the consolidated financial statements, the Company's recurring losses from operations raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." A letter from KPMG LLP is attached as Exhibit 16. Item 7. Financial Statements and Exhibits --------------------------------- Exhibit 16 - Letter, dated July 16, 2001 from KPMG LLP to the Securities and Exchange Commission. -3- SIGNATURE --------- 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 hereunto duly authorized. CORNERSTONE INTERNET SOLUTIONS COMPANY Dated: July 16, 2001 By: /s/ Andrew Gyenes ------------------------------------ Chairman of the Board of Directors -4-
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Cornerstone Internet Solutions (CNRS) Inactive 8-KCurrent Report
Filed: 17 Jul 01, 12:00am