UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

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

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

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

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~April 21,~~Act ~~2004~~of 1934

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

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

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

(Exact name of registrant as specified in its charter)

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


Delaware	0-26811	77-0465496

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

~~Registrant’s~~5950 ~~telephone~~La ~~number~~Place Court, ~~including~~Suite 200 Carlsbad, ~~area~~CA ~~code: (760) 804-1333~~92008

~~Not~~(Address ~~Applicable~~ of principal executive offices) (Zip Code)

~~(Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(760) 804-1333

Not Applicable

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

TABLE OF CONTENTS


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

Item 4. Changes in Registrant’s Certifying Accountant.

On August 6, 2004, Ernst & Young LLP (“Ernst &Young”) submitted its resignation as independent registered public accountants for NexPrise, Inc. (the “Company”).

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

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
Exhibit
99.1		Press release dated April 21, 2004
No.		Description
16.1		Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated as of August 13, 2004.

ItemTable 12. Disclosure of Results of Operations and Financial Condition.Contents

~~On April 21, 2004, Nexprise, Inc. (the “Company”) issued a press release~~SIGNATURE ~~announcing financial results for the quarter ended March 31, 2004. A copy of~~ ~~the Company’s press release is attached hereto as Exhibit 99.1 and is~~ ~~incorporated herein by reference.~~

~~The~~Pursuant ~~information~~to ~~in this Form 8-K and~~ the ~~Exhibit~~requirements ~~attached hereto shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~nor~~as ~~shall~~amended, itthe beRegistrant ~~deemed~~has ~~incorporated~~duly bycaused ~~reference~~this inreport ~~any~~to ~~filing~~be ~~under~~signed ~~the~~on ~~Securities~~its behalf ~~Act~~by ofthe ~~1933~~undersigned hereunto duly authorized.

SIGNATURE


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

PursuantTable 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. Contents

	NEXPRISE, INC.
Date: April 23, 2004	By:	/s/ Jerome E. Natoli
		Jerome E. Natoli
		Chief Financial Officer

EXHIBIT INDEX

EXHIBIT INDEX


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

Exhibit No.		Description
99.1		Press release dated April 21, 2004

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Table of Contents

ItemTable 12. Disclosure of Results of Operations and Financial Condition.Contents

PursuantTable 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. Contents

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