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): September 5, 2007

 

PHOTOWORKS, INC.

(Exact name of registrant as specified in its charter)

 

 

71 Columbia Street

Seattle, Washington 98104

(Address of principal executive office)

 

(206) 281-1390

(Registrant’s telephone number including area code)

 

Item  4.01. Changes in Registrant’s Certifying Accountant.

 

On September 5, 2007, the Audit Committee of the Board of Directors of Registrant dismissed Williams & Webster, P.S. as the independent accountant engaged to audit Registrant’s financial statements. The reports of Williams & Webster, P.S. on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Williams & Webster’s audit report dated January 9, 2006 for the fiscal year ended September 24, 2005 contained an explanatory paragraph regarding doubt about the Registrant’s ability to continue as a going concern. In connection with the audits of the Company’s financial statements for each of the two fiscal years ended September 30, 2006 and September 24, 2005, there were no disagreements with Williams & Webster, P.S. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Williams & Webster, P.S., would have caused Williams & Webster, P.S. to make reference to the matter in their report. There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has requested Williams & Webster, P.S. to furnish it a letter addressed to the SEC stating whether it agrees with the above statements. A copy of that letter, dated September 7, 2007, is filed as Exhibit 16 to this Form 8-K.

 

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On September 7, 2007, the Audit Committee of the Board of Directors of Registrant engaged PMB Helin Donovan, LLP as the independent accountant to audit Registrant’s financial statements for the year ended September 30, 2007.

 

Item 9.01. Financial Statements and Exhibits.

 

 

16     Letter from Williams &Webster, P.S. to the Securities and Exchange Commission

 

SIGNATURE

 

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