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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: November 9, 2000
Commission File Number 000-14692
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SINGLEPOINT SYSTEMS CORPORATION
Minnesota 41-1523657
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State of Incorporation I.R.S. Employer Identification No.
4020 Moorpark Avenue, Suite 115, San Jose, California 95117-1845
Telephone Number: (408) 557-6500
Global MAINTECH Corporation
7578 Market Place Drive, Eden Prairie, Minnesota 55344
(Former Name and Address)
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Item 4. Changes in Registrant's Certifying Accountants.
KPMG LLP was previously the principal accountants for Singlepoint
Systems Corporation (formerly known as Global MAINTECH Corporation). On
November 2, 2000, that firm resigned as principal accountants.
In connection with the audits of the two fiscal years ended December
31, 1998 and 1999, and the subsequent interim period through November
2, 2000, there were no disagreements with 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, except as follows:
Certain matters involving internal control and its operation
that KPMG LLP considered to be reportable conditions under
standards established by the American Institute of Certified
Public Accountants were communicated by KPMG LLP to the Audit
Committee of the Board of Directors of Singlepoint Systems
Corporation (formerly known as Global MAINTECH Corporation) on
June 14, 1999, December 9, 1999 and August 3, 2000. These
matters on internal control included (1) controls over revenue
recognition related to client acceptance provisions, (2)
controls over capitalization of software development costs and
(3) the volume of audit adjustments. Management has authorized
KPMG LLP to respond fully to inquiries of the successor
accountant concerning these matters.
The audit reports of KPMG LLP on the consolidated financial statements
of Singlepoint Systems Corporation (formerly known as Global Maintech
Corporation) and subsidiaries as of and for the years ended December
31, 1998 and 1999 did not contain any adverse opinion or disclaimer of
opinion nor were they qualified or modified as to uncertainty, audit
scopes or accounting principles except as follows:
KPMG LLP's auditors' report on the consolidated financial
statements of Singlepoint Systems Corporation (formerly known
as Global MAINTECH Corporation) and subsidiaries as of and for
the years ended December 31, 1998 and 1999, contained a
separate paragraph stating that "the Company has losses from
operations and has a working capital deficiency that raise
substantial doubt about the Company's ability to continue as a
going concern." Management's plans in regard to these matters
were also described in Note 2 to these consolidated financial
statements. The financial statements did not include any
adjustments that might result from the outcome of this
uncertainty.
Management has begun a search for a principal accountant. A copy of a
letter from KPMG LLP is attached as Exhibit 4.1 to this report.
Item 5. Other Events.
On November 2, 2000 Dorsey & Whitney LLP resigned as the principal
legal counsel for Singlepoint Systems Corporation (formerly known as
Global MAINTECH Corporation). They have not been replaced at this time.
Management has begun a search for a principal legal counsel.
On November 3, 2000 Charles A. Smart resigned as Chief Financial
Officer, Treasurer and Secretary in order to accept a position with
another company. He has not been replaced at this time. Management has
begun a search for a Chief Financial Officer, Treasurer and Secretary.
As a result of the resignation of the principal accountants and
principal legal counsel, and the resignation of the Chief Financial
Officer, Singlepoint Systems Corporation (formerly known as Global
MAINTECH Corporation) will delay the Form 10Q filing, which was
originally scheduled for November 14, 2000 and the Annual Meeting,
which was originally scheduled for November 27, 2000.
The Company is in financial stress and there is insufficient capital to
maintain operations beyond the near term due to losses from operations
and a working capital deficiency.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit No. Description
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4.1 KPMG LLP Letter
SIGNATURE
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.
Date: November 9, 2000
SINGLEPOINT SYSTEMS CORPORATION
By: /s/ Trent Wong
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Its: Chief Executive Officer
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