~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~September 23, ~~of 1934~~2004

~~Date of Report (Date of earliest event reported): August 6~~NEXPRISE, ~~2004~~INC.

~~NEXPRISE,~~(Exact ~~INC.~~ name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	0-26811	77-0465496

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware		0-26811		77-0465496
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5950 La Place Court, Suite 200
Carlsbad, CA 92008

~~5950~~(Address Laof ~~Place~~principal ~~Court,~~executive ~~Suite 200 Carlsbad,~~offices) CA(Zip ~~92008~~ Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~code: ~~Code~~(760) 804-1333

~~Registrant’s~~Not ~~telephone number, including area code: (760) 804-1333~~Applicable

~~Not~~(Former ~~Applicable~~ name or former address, if changed since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~TABLE~~o OFWritten ~~CONTENTS~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	Item 4. Changes in Registrant’s Certifying Accountant.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 16.1

Item 4.01. Changes in Registrant’s Certifying Accountant.

~~Table~~ On September 23, 2004, NexPrise, Inc. (the “Company”), the Company engaged Burr, Pilger & Mayer LLP (“BPM”) as independent accountants to audit the Company’s financial statements. The decision to engage BPM was approved by the audit committee of ~~Contents~~the Company’s board of directors. The Company did not, nor did anyone on its behalf, consult BPM during the Company’s two most recent fiscal years and during the subsequent interim period prior to the Company’s engagement of BPM regarding the application of accounting principles to a specified transaction (completed or proposed), the type of audit opinion that might be rendered on the Company’s financial statements, any matter being the subject of disagreement or “reportable event” or any other matter described in Item 304(a)(2) of Regulation S-K.

~~Item 4. Changes in Registrant’s Certifying Accountant.~~SIGNATURE

OnPursuant ~~August 6,~~to ~~2004,~~the ~~Ernst~~requirements &of ~~Young~~the ~~LLP~~Securities ~~(“Ernst~~Exchange ~~&Young”)~~Act ~~submitted~~of ~~its resignation~~1934, as amended, ~~independent~~the ~~registered~~Registrant ~~public~~has ~~accountants~~duly ~~for~~caused ~~NexPrise,~~this ~~Inc.~~report to be signed on its behalf (by the ~~“Company”)~~undersigned hereunto duly authorized.

That resignation was accepted by the Company’s Audit Committee.


	NEXPRISE, INC.
Date: September 27, 2004	By:	/s/ Jerome E. Natoli
		Jerome E. Natoli
		Chief Financial Officer

The reports of Ernst & Young on the Company’s consolidated financial statements for the fiscal years ended December 31, 2002 and 2003 did not contain any adverse opinion, or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with its audit of the Company’s consolidated financial statements for the fiscal years ended December 31, 2002 and 2003, and in the subsequent interim period, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference thereto in its report.

The Company has provided Ernst & Young with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission. The Company has received a letter from Ernst & Young addressed to the Securities and Exchange Commission. A copy of that letter, dated as of August 13, 2004, is attached hereto as Exhibit 16.1.

Item 7. Financial Statements and Exhibits.

Exhibit
No.		Description
16.1		Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated as of August 13, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEXPRISE, INC.
Dated: August 13, 2004	By:	/s/ Jerome E. Natoli
		Jerome E. Natoli
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.		Description
16.1		Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated as of August 13, 2004.

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