UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): / /Form 10-K / /Form 20-F / /Form 11-k /X/Form 10-Q
/ /Form N-SAAR
For the Period Ended: September 30, 2002
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended
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Nothing in this form shall be construed to imply that the commission has
verified any information contained herein
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
KnowledgeMax, Inc.
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Full Name of Registrant
Sideware Systems Inc.
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Former Name if Applicable
7900 Westpark Drive, Suite T-300
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Address of Principal Executive Office (Street and Number)
McLean, VA 22102
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City, State and Zip Code
PART II -- Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) / X /
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
/ / (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be
filed within the prescribed time period.
Response: Additional time will be needed for the Registrant to file its
Quarterly Report on Form 10Q for the period ended September 30, 2002 (the
"Form 10-Q"). Due to the financial circumstances of the the Registrant,
it has been unable to engage its external auditors to perform a review
of its financial statements for the quarters ending June 30, 2002 and
September 30, 2002. The Registrant has dedicated considerable
time and effort to finding and negotiating alternative sources of
financing which has consumed a substantial portion of management's
attention and limited resources. As a result, the compilation of the
financial and other information necessary for the Form 10-Q has been
delayed, resulting in a delay in the preparation of and
review of financial information necessary to complete the Form 10-Q.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
E. Linwood Pearce (703) 893-1800
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify reports(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
EXPLANATION OF ANTICIPATED CHANGE:
On March 20, 2002, shareholders' approval was obtained for a merger
between KnowledgeMax, Inc. ("KnowledgeMax") and Sideware Systems Inc.
("Sideware"). On May 21, 2002 the merger between the two companies
was completed. Immediately following the merger, former KnowledgeMax
stockholders owned approximately 55% of the outstanding common stock
of the merged entity. The business of KnowledgeMax became the business
of the merged entity and the merged entity changed its name from
Sideware Systems Inc. to KnowledgeMax, Inc. The business combination
has been accounted for using the purchase method of accounting. As
the merger resulted in the former stockholders of KnowledgeMax owning
greater than 50% of the merged entity, the acquisition has been
accounted for as an acquisition by KnowledgeMax of the net assets
of Sideware at their carrying value.
During May 2002 and prior to the above mentioned merger, Sideware
completed the sale of a portion of its interest in the Chalk Group
("Chalk"). Following this sale, Sideware's remaining interest in
Chalk is below 50% and has become a minority interest.
Results of operations for KnowledgeMax reported for the three month
period ended September 30, 2002 will differ significantly from the
results reported for the corresponding period from the last fiscal year
(which were reported under Sideware) as a result of the sale of a
portion of Chalk by Sideware and the subsequent merger of Sideware
with KnowledgeMax.
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KnowledgeMax, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned,
hereunto duly authorized.
Dated: November 15, 2002 By: /s/ E. Linwood Pearce
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E. Linwood Pearce
Chief Executive Officer
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