UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

CURRENT REPORT PURSUANT 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): October 15, ~~Act of 1934~~2004

~~Date of Report (Date of earliest event reported): September 23~~NEXPRISE, ~~2004~~Inc.

NEXPRISE, INC.

(Exact name of registrant as specified in its charter)

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


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

5950 La Place Court, Suite 200 Carlsbad, CA 92008 (Address of principal executive offices)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(760) 804-1333

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written 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~~o ~~4.01.~~Soliciting ~~Changes~~material inpursuant ~~Registrant’s~~to ~~Certifying~~Rule ~~Accountant~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

Ono ~~September 23,~~Pre-commencement ~~2004,~~communications ~~NexPrise,~~pursuant ~~Inc.~~to ~~(the~~Rule ~~“Company”), the Company engaged Burr, Pilger & Mayer LLP~~ 14d-2(~~“BPM”~~b) asunder ~~independent accountants to audit~~ the ~~Company’s~~ ~~financial~~Exchange ~~statements.~~Act ~~The~~(17 ~~decision~~CFR ~~to engage BPM was approved by the audit committee of the Company’s board of directors~~240. 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 14d-2(~~completed or proposed~~b), 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.~~

~~SIGNATURE~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Principal ~~Act~~Officers; Election of ~~1934,~~Directors; ~~as amended,~~Appointment ~~the~~of ~~Registrant~~Principal ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Officers

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

(b) Raj Tolani, NexPrise Vice President, Engineering, has decided to pursue opportunities outside of NexPrise. Mr. Tolani’s departure from NexPrise became effective October 15, 2004.

SIGNATURES

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: October 21, 2004


	Nexprise, Inc.
	By:	/s/ Jerome E. Natoli
		Jerome E. Natoli
		Chief Financial Officer

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