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):  February 8, 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
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          (Former Name or Former Address, if Changed Since Last Report)








Item 4. Changes in Registrant's Certifying Accountant

On February 8, 2001,  the  registrant  engaged  Grant  Thornton,  LLP as its new
independent accountants following its termination of KPMG, LLP. The registrant's
Board of Directors  approved the engagement of Grant Thornton as its independent
auditors with respect to the registrant's  fiscal year ending June 30, 2001. The
registrant  described  its  termination  of KPMG in its Form 8-K filed  with the
Securities and Exchange Commission on January 22, 2001.

During the most recent fiscal year and through  February 8, 2001, the registrant
had not consulted with Grant Thornton  regarding either:  (i) the application of
accounting principles to a specified transaction,  either completed or proposed,
or the  type of  audit  opinion  that  might  be  rendered  on the  registrant's
financial  statements,  and  neither  a  written  report  was  provided  to  the
registrant  nor oral advice was provided  that Grant  Thornton  concluded was an
important  factor  considered by the registrant in reaching a decision as to the
accounting,  auditing or financial  reporting issue; or (ii) any matter that was
either  the  subject  of a  disagreement,  as that term is  defined  in Item 304
(a)(1)(iv)  of  Regulation  S-K  and the  related  instructions  to Item  304 of
Regulation  S-K, or a reportable  event, as that term is defined in Item 304 (a)
(1) (v) of Regulation S-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:  Not Applicable
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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: February 12, 2001        By: /s/  Frank C. Heyman
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                                        Frank C. Heyman, Chief Financial Officer