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): September 23, 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
N/A
(Former name or former address, if change since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
On December 7, 2001, the Registrant, formerly known as
Sideware Systems Inc., a Yukon Territory, Canadian corporation
("Sideware"), entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") with Knowledgemax, Inc.,
a Delaware corporation ("Old Knowledgemax") whereby (i) Sideware
domesticated to the State of Delaware, becoming a Delaware
corporation, (ii) KM Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of Sideware merged into Old
Knowledgemax, with Old Knowledgemax being the surviving
corporation, (iii) Old Knowledgemax changed its name to
"KnowledgeMax Learning, Inc." and (iv) immediately following
completion of the merger, the Registrant changed its corporate
name from Sideware to "Knowledgemax, Inc."
After completion of the merger, KPMG Canada notified the
Registrant that as a result of the Registrant's domestication to
Delaware it could not continue as the independent public
accountants of the Registrant. On September 23, 2002, the
Registrant formally terminated its engagement with KPMG Canada.
This action was approved by the Board of Directors of the
Registrant, pursuant to a recommendation by the Audit Committee.
Except as set forth below, the reports of KPMG Canada on
the financial statements of the Registrant for the past two
fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The report of KPMG Canada
for the fiscal years ended December 31, 2001 and 2000, dated
February 5, 2002, except for Note 21, which is as of March 20,
2002, stated:
"The accompanying financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in note 1 to the financial statements,
the Company has suffered recurring losses from operations and
has had negative cash flows from operating activities for each
of the years presented which 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 financial statements do not include any adjustments that
might result from the outcome of this uncertainty."
During fiscal years 2001, 2000 and 1999 and through the
date of the dismissal (i) there were no disagreements between the
Registrant and KPMG Canada on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure which, if not resolved to KPMG-Canada's
satisfaction, would have caused them to make reference to the
subject matter in connection with their report on the
Registrant's or Sideware's consolidated financial statements for
such years and (ii) there were no reportable events as defined
in Item 304(a)(1)(v) of Regulation S-K.
The Registrant requested that KPMG Canada furnish a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements, and if not, stating
the respects in which they do not agree. A copy of KPMG Canada's
letter is attached to this document as Exhibit 16.1.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit 16.1 - Letter from KPMG Chartered Accountants,
Vancouver, Canada, to the Securities and Exchange
Commission dated September 27, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company
has duly caused this report to the signed on its behalf by the
undersigned hereunto duly authorized.
Knowledgemax, Inc.
(Registrant) and as its Chief Executive Officer:
By: /s/ E. Linwood Pearce
--------------------------------
E. Linwood Pearce
Chief Executive Officer and
Principal Executive Officer
Date: September 27, 2002
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from KPMG Chartered Accountants, Vancouver, Canada,
to the Securities and Exchange Commission dated
September 27, 2002.
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