SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2000
CLEARWORKS.NET, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26547 76-0576542
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2450 FONDREN, SUITE 200, HOUSTON, TEXAS 77063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 334-2595
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Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
KPMG LLP was previously the principal accountants for ClearWorks.net, Inc.
(the "Registrant"). On November 2, 2000, KPMG LLP's appointment as
principal accountants was terminated and McManus & Co., P.C. was engaged as
principal accountants. The decision to change accountants was approved by
the audit committee.
During the Registrant's most recent fiscal year ended December 31, 1999, and the
subsequent interim period through November 2, 2000, there were no disagreements
between the Registrant and KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement.
None of the "reportable events" described under Item 304 (a) (1) (v) of
Regulation S-K occurred within the Registrant's most recent fiscal year and the
subsequent interim period through November 2, 2000, except as follows. KPMG was
precluded from conducting a review of the Registrant's consolidated financial
information filed on Form 10-QSB for the quarter ended March 31, 2000, prior to
the Registrant filing such Form 10-Q on May 22, 2000. KPMG subsequently
completed their review of the restated consolidated financial information of the
Registrant for the quarter ended March 31, 2000, which was filed by the
Registrant on Form 10-QSB/A on July 3, 2000.
The audit report of KPMG LLP on the consolidated financial statements of
ClearWorks.net, Inc. and subsidiaries as of and for the fiscal year ended
December 31, 1999, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. However, the audit report on the consolidated financial
statements for the year ended December 31, 1999 contained a separate paragraph
stating that such consolidated financial statements had been restated.
During the Registrant's most recent fiscal year ended December 31, 1999, and the
subsequent interim period through November 3, 2000, the Registrant did not
consult with McManus & Co., P.C. regarding any of the matters or events set
forth in Item 304 (a) (2) (i) and (ii) of Regulation S-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
c) The letter from KPMG LLP.
SIGNATURE
Date: November 30, 2000 CLEARWORKS.NET, INC.
By: /S/ MICHAEL T. MCCLERE
Michael T. McClere, Chief Executive
Officer
