SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                             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 24, 2001
                                                           ---------------------

                                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
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)








Item 4. Changes in Registrant's Certifying Accountant

On January 22, 2001,  the  registrant  filed on Form 8-K a statement that it had
terminated KPMG LLP as its certifying accountant,  and that it would furnish the
Securities and Exchange  Commission  with a letter from KPMG LLP stating whether
or not it agreed with the statements  made therein.  The letter  received by the
registrant from KPMG LLP is filed with this Form 8-K/A as Exhibit 16.1.

Item 7.  Financial Statements and Exhibits.

         (a)      Financial Statements.  Not Applicable.
                  --------------------

         (b)      Pro Forma Financial Information.  Not Applicable.
                  -------------------------------

         (c)      Exhibits:
                  --------

                  16.1 - Letter from KPMG LLP to Securities and Exchange
                         Commission dated January 24, 2001

                                   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 30, 2001         By: /s/  Frank C. Heyman
      ----------------             ---------------------------------------------
                                        Frank C. Heyman, Chief Financial Officer








Exhibit 16.1 / Letter from KPMG LLP dated January 24, 2001

                                      KPMG
                            1901 Avenue of the Stars
                                    Suite 200
                           Los Angeles, CA 90067-6004







                                                     January 24, 2001




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:      Netgateway, Inc.

Dear Sir or Madam:

         We were previously  principal  accountants  for  Netgateway,  Inc. and,
under the date of August 21,  2000,  we reported on the  consolidated  financial
statements of Netgateway,  Inc. and  subsidiaries  as of and for the years ended
June 30, 2000 and 1999.  On January  12,  2000,  our  appointment  as  principal
accountants was terminated.  We have read Netgateway Inc.'s statements  included
under Item 4 of its Form 8-KA dated  January  24,  2001,  and we agree with such
statements,  except  that we are not in a  position  to agree or  disagree  with
Netgateway, Inc.'s statement that the change was approved by the audit committee
and the board of directors.

         Please  acknowledge  the  receipt of this filing by date  stamping  the
enclosed copy of this letter and  returning it to the office of the  undersigned
in the enclosed envelope.

                                   Very truly yours,


                                  /s/ KPMG, LLP