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 of Report (Date of earliest event reported): January 13, 2003
IMPROVENET, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-29927 77-0452868
(State or other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation Identification No.)
8930 E. Raintree Drive, Suite 300
Scottsdale, Arizona 85260
(Address of Registrant's Principal Executive Offices) (Zip Code)
1286 Oddstad Drive
Redwood City, CA 94063
(Former Address of Registrant's Principal Executive Offices)
(480) 346-0000
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants.
(i) On January 13, 2003, PricewaterhouseCoopers LLP resigned as
independent accountants of ImproveNet, Inc.
(ii) The reports of PricewaterhouseCoopers LLP on the financial statements
for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle. However, the audit
report for the financial statements for the year ended December 31,
2001 contained an explanatory paragraph in respect of substantial
doubt about the Company's ability to continue as a going concern.
(iii) In connection with its audits for the two most recent fiscal years
and through January 13, 2003, there have been no disagreements with
PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP would have caused them to make reference
thereto in their report on the financial statements for such years.
(iv) During the two most recent fiscal years and through January 13, 2003,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(v) The Registrant has requested PricewaterhouseCoopers LLP 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 January 21,
2003, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
(i) With the resignation of PricewaterhouseCoopers LLP as its principal
independent accountant, the Company engaged Semple & Cooper, LLP
("Semple") as the Company's principal independent accountant. The
Company's Board of Directors approved the appointment of Semple as
the Company's principal independent accountants and auditors on
January 15, 2003. During the two most recent fiscal years and
subsequent interim periods, the Company has not consulted with Semple
regarding (i) either 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 Company's financial
statements, or (ii) any matter that was either the subject of
disagreement on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures or a
reportable event (as defined in Item 304 (a) (1) (v) of Regulation
S-K). Semple has served as the principal independent accountant
during the two most recent fiscal years for eTechLogix, Inc. which is
a wholly-owned subsidiary of the Company as a result of the merger
transaction on December 23, 2002 and described on Form 8-K filed by
the Company on January 7, 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers, LLP stating agreement
with matters presented in Form 8-K dated January 21, 2003
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.
IMPROVENET, INC.
By: /s/ Jeffrey I. Rassas
------------------------------------
Jeffrey I. Rassas,
Dated: January 21, 2003 CEO
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers, LLP stating agreement
with matters presented in Form 8-K dated January 21, 2003