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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 ~~Pursuant~~of toReport ~~Section 13 or 15~~(D)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofNovember 8, ~~1934~~2002

~~Date~~PURCHASESOFT, ~~of Report~~ INC. (~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~October 7,~~in ~~2002~~Charter)

PURCHASESOFT, INC. (Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)

0-11791 (Commission File Number) 13-2897997 (IRS Employer Identification No.) 7514 Girard Ave Ste 1440 La Jolla, CA 92037 (Address of Principal Executive Offices) (Zip Code)

0-11791		13-2897997
(Commission File Number)		(IRS Employer Identification No.)

7514 Girard Ave Ste 1440 La Jolla, CA 92037
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:
(858) 456-6608

Item 45. ~~Changes~~Other inEvents ~~Registrant's~~and ~~Certifying~~Regulation ~~Accountant.~~ FD Disclosure

( At a~~) Previous~~ ~~independent~~special ~~accountants~~Board Meeting on November 8, 2002, the Board unanimously approved a plan to restart service and cease the wind down of operations, effective November 1, 2002.

~~(i)~~ President OnSteven ~~October 7,~~Flagg ~~2002,~~presented an assessment study for the restart of service to existing PurchaseSoft~~, Inc.~~ ~~dismissed~~customers ~~PricewaterhouseCoopers~~that ~~LLP~~was ~~("PricewaterhouseCoopers")~~requested asby ~~its~~the ~~independent~~Company ~~accountants~~in August. ~~The~~Louis ~~Registrant~~Blatt and David Billings completed a customer survey and evaluation of the Company's ~~Board~~product. They reported that a number of ~~Directors participated~~customers indicated an interest in ~~and~~signing ~~approved~~agreements ~~this~~for ~~dismissal~~maintenance should the Company restart operations.

~~(ii)~~ The assessment ~~reports~~was ofaccompanied ~~PricewaterhouseCoopers~~by ona ~~the~~plan ~~financial~~to ~~statements~~restart service and support for ~~the~~previous ~~past~~customers ~~two~~of ~~fiscal~~PurchaseSoft ~~years~~who ~~contained~~are nocurrently ~~adverse~~without ~~opinion~~maintenance. orUnder ~~disclaimer~~this ofplan, ~~opinion~~the ~~and~~Company ~~were~~would sign ~~not~~agreements ~~qualified~~with orDavid ~~modified~~Billings, asKona Systems and Computer Horizons Corporation to ~~uncertainty,~~ ~~audit~~provide ~~scope~~management, orsales ~~accounting~~and ~~principle~~support. ~~except~~These ~~that~~firms ~~the~~would ~~report~~be oncompensated ~~the~~through ~~May 31~~subcontracting, ~~2001~~commission ~~financial~~and revenue ~~statements~~sharing ~~contained~~agreements, anand ~~explanatory~~in ~~paragraph~~some ~~regarding~~cases the ~~existence~~issuance of ~~substantial~~PurchaseSoft ~~doubt about~~common ~~the~~stock, ~~Registrant~~NSO's ~~ability~~or ~~to continue as a going concern~~warrants..

~~(iii)~~ At ~~In connection with its audits for~~ the ~~two~~same ~~most recent fiscal years and through October 7~~meeting, ~~2002,~~Thomas ~~there~~Marsh ~~have~~reported ~~been no disagreements with PricewaterhouseCoopers~~ on ~~any~~the ~~matter~~status of ~~accounting principles~~the orremaining ~~practices,~~three ~~financial~~liabilities: ~~statement~~Devonshire ~~disclosure~~Holdings, orOffice ~~auditing~~Associates ~~scope~~and orMCI. ~~procedure,~~While ~~which~~discussions ~~disagreements~~continue ifwith ~~not~~Devonshire and ~~resolved~~renewed toeffort ~~the~~is ~~satisfaction~~underway ofto ~~PricewaterhouseCoopers~~settle ~~would~~with ~~have~~MCI ~~caused~~and ~~them~~Office ~~to make~~Associates, ~~reference~~ there toare inno ~~their~~immediate ~~report~~settlements ~~on the financial statements for such years~~anticipated.

~~(iv)~~ In ~~During~~reaching the ~~two~~decision ~~most~~to ~~recent~~restart ~~fiscal~~support ~~years~~operations, ~~and~~the ~~through~~Company ~~October 7,~~has ~~2002,~~made ~~there~~a ~~have~~commitment ~~been~~to notake ~~reportable~~every ~~events~~action possible to continue support for its customers. This new objective is consistent with the previously stated key objectives of the Company. Those key objectives are (as1) to ~~defined~~conserve the assets of the Company in ~~Regulation S-K~~order ~~Item~~to ~~304(~~extend operations pending a) sale; (12) to maximize the value of the Company's assets in any sale to third party; and (v3)) to maintain the value in public shell if possible.

(v) The Registrant has requested that PricewaterhouseCoopers furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated October 9, 2002 is filed as Exhibit 16 to this Form 8-K.

(b) New independent accountants

(i) The Registrant has engaged Spector & Wong, LLP as its new independent accountants. During the two most recent fiscal years and through October 7, 2002 the Registrant has not consulted with Spector & Wong, LLP regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements, and either a written report was provided to the Registrant or oral advice was provided that Spector & Wong, LLP concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue.

Item 7. Financial Statements and Exhibits

16. Letter from PricewaterhouseCoopers LLP to the SEC dated October 10, 2002

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.

		PURCHASESOFT, INC.
		By:	/s/ THOMAS B. MARSH
		Name:	Thomas B. Marsh
		Title:	Secretary/Treasurer

Dated: ~~October~~ November 118, 2002

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Item 5. Other Events and Regulation FD Disclosure

SIGNATURES

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