As filed with the Securities and Exchange Commission on May 21, 2002

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): May 20, 2002

KNOWLEDGEMAX, INC.

(Exact name of registrant as specified in its charter)

Delaware 0-29974 52-2151837
(State of other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)

7900 Westpark Drive, Suite T-300
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (703) 893-1800

Sideware Systems Inc.
(former name or former address, if changed since last report)
----------------------

KNOWLEDGEMAX, INC.

INDEX

Information to be Included in the Report Page
---------------------------------------- ----

Item 1. Changes in Control of Registrant 1

Item 2. Acquisition or Disposition of Assets 2

Item 5. Other Events 4

Item 7. Financial Statements and Exhibits 5

Signatures 7

Exhibits 8

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

Sideware Systems Inc., a Yukon Territory, Canada corporation
("Sideware") completed its merger with KnowledgeMax, Inc., a Delaware
corporation ("Old KnowledgeMax") whereby Sideware reincorporated into the State
of Delaware, becoming a Delaware corporation, KM Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Sideware merged into Old
KnowledgeMax, whereby Old KnowledgeMax was the surviving corporation, and Old
KnowledgeMax changed its name to "KnowledgeMax Learning, Inc." Immediately
following this transaction, Sideware changed its corporate name to
"KnowledgeMax, Inc." ("New KnowledgeMax").

On December 7, 2001, Sideware entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with Old KnowledgeMax and KM
Acquisition Corp. On May 20, 2002, the merger was consummated by KM Acquisition
Corp. merging with and into Old KnowledgeMax, with Old KnowledgeMax the
surviving corporation, resulting in Old KnowledgeMax becoming a wholly owned
subsidiary of New KnowledgeMax. In the merger, Old KnowledgeMax stockholders
received 24.82 shares of New KnowledgeMax common stock for each share of Old
KnowledgeMax common stock that they held, and New KnowledgeMax assumed the
obligations of Old KnowledgeMax under its outstanding stock options (with each
former Old KnowledgeMax option converting into an option to purchase 24.82
shares of New KnowledgeMax common stock. An aggregate of 94,427,202 shares of
New KnowledgeMax common stock were issued to former Old KnowledgeMax
stockholders in the merger and options to purchase Old KnowledgeMax shares
converted into options to purchase 16,660,251 shares of New KnowledgeMax common
stock in connection with the assumption of the Old KnowledgeMax options.

The shares issued to the former Old KnowledgeMax stockholders in the
merger represent approximately 52.48% of the registrant's issued and outstanding
common stock immediately following the merger. Immediately following the closing
of the merger, including the Old KnowledgeMax options assumed by New
KnowledgeMax, former Old KnowledgeMax stockholders and optionholders owned or
had the right to acquire 55% of the fully diluted common shares of New
KnowledgeMax. Accordingly the merger constitutes a change of control of
Sideware.

For accounting purposes, the merger is treated as an acquisition of the
net assets of Sideware by Old KnowledgeMax. This means that the assets of
Sideware are valued at their fair market value and that value is assigned to the
equity instruments deemed issued by Old KnowledgeMax. In addition, as Old
KnowledgeMax is considered to have acquired Sideware's net assets, the
historical financial statements of the registrant will reflect Old
KnowledgeMax's operations to the date of the merger and combined with Sideware's
thereafter.

Additionally, as a prerequisite to the merger, immediately prior to
completing the merger, Sideware changed its corporate jurisdiction from the
Yukon Territory of Canada to the State of Delaware, by reincorporating under the
General Corporation Law of Delaware.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

ACQUISITION OF KNOWLEDGEMAX

On December 7, 2001, Sideware entered into the Merger Agreement with Old
KnowledgeMax and KM Acquisition Corp. On May 20, 2002, the merger was
consummated by KM Acquisition Corp. merging with and into Old KnowledgeMax, with
Old KnowledgeMax the surviving corporation, resulting in Old KnowledgeMax
becoming a wholly owned subsidiary of New KnowledgeMax. In the merger, Old
KnowledgeMax stockholders received 24.82 shares of New KnowledgeMax common stock
for each share of Old KnowledgeMax common stock that they held, and New
KnowledgeMax assumed the obligations of Old KnowledgeMax under its outstanding
stock options (with each former Old KnowledgeMax option converting into an
option to purchase 24.82 shares of Sideware common stock). An aggregate of
94,427,202 shares of New KnowledgeMax common stock were issued to former Old
KnowledgeMax stockholders in the merger and options to purchase Old KnowledgeMax
shares converted into options to purchase 16,660,251 shares of New KnowledgeMax
common stock in connection with the assumption of the Old KnowledgeMax options.

The following directors and officers of Sideware and Old KnowledgeMax
will serve in the capacities designated below following the merger.

POSITION WITH NEW
KNOWLEDGEMAX
NAME PRIOR POSITION FOLLOWING THE MERGER
- ---- -------------- --------------------

E. Linwood Pearce Chairman and co-CEO of Old KnowledgeMax Chairman and CEO
James L. Speros President and CEO of Sideware President
Kenneth R. Thornton Chairman of Sideware Vice Chairman
Edwin S. Grosvenor Founder and co-CEO of Old KnowledgeMax Executive Vice President
Donna L. Lynn President and COO of Old KnowledgeMax Chief Operating Officer
Alan R. Sultan VP, Business Development, Old KnowledgeMax Senior Vice President
Richard Luebkemann Chief Technical Officer of Old KnowledgeMax VP for Technology
Rahul Bardhan Chief Technical Officer of Sideware VP for Engineering
Charles P. Abod II Acting CFO of Old KnowledgeMax Acting CFO

While employed by Sideware, Mr. Bardhan and Mr. Speros entered into
Change of Control Severance Agreements with Sideware, under which they were each
entitled to be paid up to two years' salary and bonus if their employment is
terminated in anticipation of, or following, a change in control. The merger
with Old KnowledgeMax would likely constitute a change in control for purposes
of these agreements. In December 2001 Mr. Speros executed an amendment to his
agreement reducing his maximum cash compensation to $170,000 if his employment
is terminated. Mr. Bardhan executed a similar amendment, although Mr. Bardhan's
amendment was conditional on Sideware either completing the merger or raising $5
million in additional financing by June 30, 2002.

The members of the boards of directors of Sideware and Old KnowledgeMax
knew about and considered these additional interests when they approved the
merger and these interests were explained in the joint proxy
statement/prospectus, dated February 13, 2002, that was delivered to

the stockholders of Sideware and Old KnowledgeMax in connection with the
stockholder meetings to consider and vote upon the merger and other related
matters.

CHALK REORGANIZATION

To facilitate the satisfaction of a closing condition of the Merger
Agreement that required Sideware to raise a minimum of $2,000,000(US) through
the disposition of some or all of its interest in The Chalk Group, on March 27,
2002 Sideware Systems Inc. entered into a series of agreements in order to
facilitate the sale of its interest in The Chalk Group to a group of investors
including Grant Sutherland, a former Sideware director and Sideware's largest
stockholder. These agreements are as follows:

Sideware exercised its right to acquire 200,000 common shares of
Chalk.com Network (Holding) Corporation ("Chalk.com"), the parent company of The
Chalk Group, in accordance with and subject to the provisions of Sideware's
Special Warrant Certificate. This increased Sideware's ownership in Chalk.com to
21,925,050 common shares.

Sideware established a wholly-owned subsidiary, SYD Enterprises Ltd.
("SYD"). Sideware exchanged its ownership interest in Chalk.Com, consisting of
21,925,050 common shares, for all the common shares of SYD.

Chalk.Com established Chalk Media Corp. as the new parent company for
Chalk.Com and its wholly-owned subsidiaries. SYD then exchanged all of its
ownership in Chalk.Com for an equal number of common shares of Chalk Media plus
an additional 500,000 non-transferable share purchase warrants. Each warrant
entitles SYD to purchase one Chalk Media common share for $0.25 until July 20,
2003.

Chalk Media received $301,026(US) from a former Sideware director and
Sideware stockholder in exchange for common shares of Chalk Media to be
determined at a later date. These funds were used, pursuant to a share
repurchase agreement, to repurchase 3,300,000 common shares of Chalk Media at a
price of $0.09122 per share from SYD for an aggregate purchase price of
$301,026(US). Under the terms of the repurchase agreement, Chalk Media received
an option to repurchase any or all of the remaining 18,625,050 Chalk Media
common shares from SYD at a price of $0.09122 per share until July 31, 2002.

On May 8, 2002, Sideware, KnowledgeMax and Chalk Media entered into a
waiver agreement, which provided, among other things, for the additional funding
and sale of SYD's holdings in Chalk Media, and for the closing of the proposed
merger of Sideware and Old KnowledgeMax. In connection with the execution of the
waiver agreement, on May 8, 2002, repurchased an additional 2,740,627 common
shares of Chalk Media at a price of $0.09122 per share from SYD for an aggregate
purchase price of $250,000(US).

Further, in connection with the closing of the merger, Chalk Media
effected the repurchase of an additional 4,933,129 of its common shares by
placing in escrow an additional $450,000, such funds to be released from escrow
to New KnowledgeMax following the closing of the merger. After giving effect to
this repurchase, New KnowledgeMax continues to own 10,951,294 common shares of
Chalk Media stock, representing a fully diluted ownership interest of 27.60%.
Simultaneously, Messrs. Speros and Sutherland have deposited into escrow an

aggregate of 5,500,000 shares of New KnowledgeMax common stock.

Chalk Media maintains the right to repurchase the remaining shares of
Chalk Media common stock held by New KnowledgeMax for $0.09122 per common share
until July 31, 2002. If Chalk Media does not exercise this repurchase right, New
KnowledgeMax may elect to exchange its remaining shares of Chalk Media common
stock with Messrs. Speros and Sutherland in consideration for the New
KnowledgeMax shares of Messrs. Speros and Sutherland that have been placed in
escrow.

ITEM 5. OTHER EVENTS

DELAWARE REINCORPORATION AND NAME CHANGE

On May 20, 2002, Sideware filed a Certificate of Domestication with the
Delaware Secretary of State along with a Certificate of Incorporation of
Sideware Systems, Inc., a Delaware corporation. Upon this filing, Sideware
reincorporated in the State of Delaware. On May 20, 2002, a Certificate of
Merger was filed with the Delaware Secretary of State, effecting the merger of
KM Acquisition Corp. into KnowldgeMax, Inc., with KnowledgeMax being the
surviving corporation and changing its name to "KnowledgeMax Learning, Inc."
Sideware then filed an Amended and Restated Certificate of Incorporation with
the Delaware Secretary of State, changing its name to "KnowledgeMax, Inc."

Following the completion of the merger, the registrant's board of
directors consists of eleven directors. The directors are divided into three
classes: the first class will serve initially until the next annual meeting of
stockholders and the second and third classes will serve, respectively, until
the second and third annual meetings of stockholders following the merger. The
board of directors accepted the resignations of two of the directors originally
appointed to serve following the merger.

Baker and Taylor requested that Pamela Smith become a director of New
KnowledgeMax in place of Edward Gross, who served as a representative of Baker
and Taylor on the Old KnowledgeMax board. In accordance with the company's
bylaws, the New KnowledgeMax board voted to appoint Ms. Smith to fill the
vacancy created by Mr. Gross's resignation. Mr. Gross has been appointed to New
KnowledgeMax's Advisory Council. Jay Nussbaum, a former executive of Oracle and
newly appointed executive at KPMG Consulting, resigned from the board and
requested to be appointed to New KnowledgeMax's Advisory Council. The board
accepted his request and appointed Mr. Nussbaum to the Advisory Council. KPMG
LLP is currently New KnowledgeMax's independent auditing firm.

One New KnowledgeMax Class II director position remains vacant. The
current ten board members are: Class I: Donna Lynn, Joe Boivin and James L.
Speros; Class II: Edwin S. Grosvenor, Pamela Smith and John Shoemaker; Class
III: E. Linwood Pearce, Alan Sultan, Kenneth Thornton and Jack Kemp.

INFORMATION REGARDING THE DIRECTORS

The following is biographical information regarding the one director who
was appointed to fill the vacancy created by the resignation of Edward Gross.

Pamela R. Smith. Director: Ms. Smith has served as Senior Vice President
and Chief

Marketing Officer of Baker & Taylor, Inc. since December 2000. Baker & Taylor is
a full line distributor of books, music, and video products to Internet
retailers, traditional retailers, and institutions. Ms Smith joined Baker &
Taylor in 1979 and has held various positions of increasing responsibility in
Sales, Marketing, Customer Service, Operations, and IT Systems Development
during her tenure, including the positions of Senior Vice President, Sales &
Marketing and Vice President, Customer Relations. She earned a B.S. from Brenau
College (Georgia) in 1985 and an M.B.A. from Brenau College in 1988.

Biographical information regarding the remaining directors is contained
in the joint proxy statement/prospectus, dated February 13, 2002, that was
delivered to the stockholders of Sideware and Old KnowledgeMax in connection
with the stockholder meetings to consider and vote upon the merger and other
related matters.

CAPITAL STOCK OF NEW KNOWLEDGEMAX

The following paragraphs summarize the material terms of the
registrant's shares and are brief summaries of the provisions of the
registrant's Amended and Restated Certificate of Incorporation (the "Charter").
The following statements are qualified in their entirety by reference to the
Amended and Restated Certificate of Incorporation and the Bylaws of the
registrant, each of which are filed as exhibits to this Form 8-K.

The Charter authorizes 350,000,000 shares of stock, consisting of
300,000,000 shares of common stock, par value $.001 per share and 50,000,000
shares of preferred stock, par value $.001 per share. Each share entitles the
holder thereof to one vote for the election of directors and for all other
matters submitted to the stockholders for their consideration.

EXCHANGE ACT REGISTRATION

Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the New KnowledgeMax common stock is deemed to be
registered under Section 12(g) of the Exchange Act.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) and (b) FINANCIAL STATEMENTS.

It is impracticable at this time for the registrant to provide the
required financial statements. Pursuant to General Instruction No. 6 to Form
8-K, such financial statements will be filed as soon as available, but in no
event later than 60 days after June 1, 2002, the date by which this Current
Report on Form 8-K was required to be filed.

2.1 Agreement and Plan of Merger and Reorganization, dated as of
December 7, 2001, incorporated by reference to the Registration Statement on
Form S-4, filed on January 11, 2002 (Registration No. 333-76648).

2.2 Special Warrant Exercise Form dated March 27, 2002 to Chalk.Com
Network (Holding)

Corp., incorporated by reference to the Quarterly Report on Form 10-Q, filed on
May 16, 2002 (File No. 0-29974).

2.3 Share Purchase agreement dated March 27, 2002 between Sideware
Systems Inc. and SYD Enterprises Ltd., incorporated by reference to the
Quarterly Report on Form 10-Q, filed on May 16, 2002 (File No. 0-29974).

2.4 Purchase and Sale Agreement dated March 27, 2002 between sideware
Systems Inc., SYD Enterprises Ltd., and Chalk Media Corp., incorporated by
reference to the Quarterly Report on Form 10-Q, filed on May 16, 2002 (File No.
0-29974).

2.5 Share Repurchase Agreement dated March 27, 2002 between Sideware
Systems Inc., SYD Enterprises Ltd., and Chalk Media Corp., incorporated by
reference to the Quarterly Report on Form 10-Q, filed on May 16, 2002 (File No.
0-29974).

2.6 Irrevocable Direction to Pay dated March 27, 2002 to Chalk Media
Corp. from SYD Enterprises Ltd., incorporated by reference to the Quarterly
Report on Form 10-Q, filed on May 16, 2002 (File No. 0-29974).

2.7 Waiver Agreement dated May 8, 2002 between Sideware Systems Inc., KM
Acquisition Corp., KnowledgeMax, Inc., SYD Enterprises Ltd., Chalk Media Corp.,
Grant Sutherland and James L. Speros, incorporated by reference to the Quarterly
Report on Form 10-Q, filed on May 16, 2002 (File No. 0-29974).

3.1 Amended and Restated Certificate of Incorporation of KnowledgeMax, Inc.*

3.2 Amended and Restated Bylaws of KnowledgeMax, Inc.*

99.1 Press release dated May 21, 2002, relating to the close of the merger.*

*filed herewith

SIGNATURES

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.

KNOWLEDGEMAX, INC.
(Registrant)

Dated: May 21, 2002 By: /s/ E. Linwood Pearce
------------------------
E. Linwood Pearce
Chairman and Chief Executive Officer

By: /s/ James L. Speros
------------------------
James L. Speros
President

EXHIBIT INDEX

2.2 Special Warrant Exercise Form dated March 27, 2002 to Chalk.Com
Network (Holding) Corp., incorporated by reference to the Quarterly Report on
Form 10-Q, filed on May 16, 2002 (File No. 0-29974).

3.1 Amended and Restated Certificate of Incorporation of KnowledgeMax, Inc.*

3.2 Amended and Restated Bylaws of KnowledgeMax, Inc.*

99.1 Press release dated May 21, 2002, relating to the close of the merger.*

*filed herewith