


                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON                             Washington, DCD.C. 20549

                                                           -----------------------

                                    FORMForm 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):  December June 1427, 2001
                                                  --------------------


                     Cornerstone Internet Solutions Company.
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             (Exact name of registrant as specified in its charter)


         Delaware                                             1-13360                               22-3272662
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(State or other jurisdiction           (Commission                    (IRS Employer
        of incorporation)                         File Number)              Identification No.)

                     400
           500 Lanidex Plaza, 3rd Floor, Parsippany, NJNew Jersey 07054
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                    (Address of principal executive offices)


Registrant's telephone number, including area code: (973) 503-5600
                                                    --------------


                                                                             N/A
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         (Former name or former address, if changed since last report.)





            
Item 45.     Changes  Bankruptcy inor Registrant's Certifying AccountantsReceivership.
                        ----------------------------------------------

            KPMG LLP was previously the principal  accountants  for  Cornerstone
  Internet  Solutions   Company  ("the  Company").  On June  14,  2001,  that  firm
resigned.

            Inannounced connection  withtoday thethat auditsit of the two fiscal years ended May 31,
2000,  and  the  subsequent   period  through  June  14,  2001,  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 its  satisfaction  would have38% caused it to make
referenceowned  insubsidiary  connection  with  its  opinion  to  the  subject  matter  of  the
disagreement.

            In connection  with the audits of the two fiscal years ended May 31,
2000, and the subsequent  period through June 14, 2001, there were no reportable
events as defined in Regulation S-K, Item 304(a)(1)(v), except as follows:

            The Company has reflected B2Bgalaxy.com ,  Inc. (B2B) as a consolidated
subsidiary in its previously filed financial statements through August 31, 2000.
However,voluntary  onpetitions February  29,  2000,  B2B  completed a private  placement of commonunder
stock,  which  reducedChapter the  Company's  voting  interest11 in B2B below 50%. As the
Company no longer had a  controlling  financial  interest  in B2B,  the  Company
should  have  presented  the  investment  in B2B  using  the  equity  method  of
accounting as of and for periods after February 29, 2000.

            As the CompanyUnited announcedStates inBankruptcy its Form 8-K dated January 31, 2001, the
Company plans to restate its financial statements included in its Form10-KSB for
the fiscal  year ended May 31, 2000 and Form  10-QSB for the  quarterly  periods
ended February 29 and August 31, 2000 to reflect its investment in B2B using the
equity  method  of  accounting  from  February  29 2000Code.  The  Company  does not
anticipate there will be any changes to the Company's  stockholders' equity, net
loss or related per share  amounts as a result of the revisions to the financial
statements to apply the equity method of accounting for the Company's investment
in B2B for any of  these  periods.  Prior to its  resignation,  KPMG LLP did not
have the  opportunity to complete its  audit of the adjustments to the Company's
financial statements as of and for the year ended May 31, 2000.

            KPMG  LLP have  advised  the  Company  that  the  misapplication  of
generally accepted accounting  principles discussed above materially impacts the
fairness and reliability of the consolidated financial statements of the Company
as of and for the year ended May 31, 2000, and the previously  issued  auditors'
report contained in Form 10-KSB, and the unaudited interim financial  statements
for the quarterly periods ended February 29 and August 31, 2000 contained in the
applicable Form 10-QSB. Due to the accountants'  resignation,  the issue has not
been resolved to the accountants'  satisfaction  prior to its resignation.  KPMG
LLP's auditors' report on the consolidated  financial  statements of Cornerstone
Internet  Solutions  Company and  subsidiaries as of and for the years ended May
31, 2000 and 1999, contained a separate paragraph stating that

                                      -2-


"the accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 1 to the
consolidated   financial   statements,   the  Company's  recurring  losses  from
operations  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  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty."

            A letter from KPMG LLP is attached as Exhibit 16.

            Item 7.     Financial Statements and Exhibits
                        ---------------------------------

            Exhibit  16 -  Letter,  dated  July 16,  2001  from  KPMG LLP to the
Securities and Exchange Commission.


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                                    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.


                                                                              CORNERSTONE INTERNET SOLUTIONS COMPANY










Dated: JulyDecember 1627, 2001                      By:          /s/ Andrew Gyenes
                                                                                  ------------------------------------
                                    Chairman                                                 Name: ofAndrew theGyenes
                                                 Title: BoardChief ofExecutive DirectorsOfficer


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Filing Compare · CORNERSTONE INTERNET SOLUTIONS CO /DE/
