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 12, 2001
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Netgateway, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
000-27941 87-0591719
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(Commission File Number (IRS Employer Identification No.)
754 East Technology Avenue, Orem, Utah 84097
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(Address of Principal Executive Offices) (Zip Code)
801.227.0004
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(Registrant's Telephone Number, Including Area Code)
300 Oceangate, 5th Floor, Long Beach, California 90802
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
Effective January 12, 2001, the registrant terminated KPMG LLP, which had served
as the registrant's independent accountants since June, 1998, as its auditor,
within the meaning of Item 304(a)(1)(i) of Regulation S-K of the Securities and
Exchange Commission. The decision to change accountants was approved by the
Board of Directors of the registrant.
KPMG LLP's auditors' report on the consolidated financial statements of the
registrant and subsidiaries as of and for the years ended June 30, 2000 and
1999, contained a separate paragraph stating that "the Company has suffered
recurring losses from operations and has a net capital deficiency that 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 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty." Except as noted above, KPMG LLP's reports on the registrant's
financial statements for the fiscal years ended June 30, 2000 and 1999 contained
no adverse opinions or disclaimer of opinions, and were not qualified as to
audit scope, accounting principles, or uncertainties.
As required by applicable rules of the Securities and Exchange Commission, the
registrant notified KPMG LLP that during the two most recent fiscal years and
the interim period from July 1, 2000 through January 12, 2001, the registrant
was unaware of any disputes between the registrant and KPMG LLP as to matters of
accounting principles or practices, financial statement disclosure, or audit
scope of procedure, which disagreements, if not resolved to the satisfaction of
KPMG LLP, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
The registrant requested that KPMG LLP furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of the letter received by the registrant from KPMG LLP
with respect to the registrant's request, addressed to the Securities and
Exchange Commission, will be filed as an amendment to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not Applicable.
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(b) Pro Forma Financial Information. Not Applicable.
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(c) Exhibits. To be filed by amendment.
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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.
Netgateway, Inc.
Date: January 22, 2001 By: /s/ Frank C. Heyman
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Frank C. Heyman, Chief Financial Officer