Delaware | 13-3904355 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On May 8, 2008, LookSmart, Ltd. (the "Company") dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm effective on the completion of PricewaterhouseCoopers LLP's services relating to the Company's unaudited financial statements for the quarterly period ended March 31, 2008 and upon the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 in which those financial statements will first appear, which services were completed and filing was made on May 12, 2008. The Company's Audit Committee participated in and approved the decision to change the Company's independent registered public accounting firm.
The reports of PricewaterhouseCoopers LLP on the financial statements of the Company 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 s.
During the two most recent fiscal years and through May 12, 2008, 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 it to make reference to the subject matter of such disagreements in their reports on the financial statements for such years.
During the two most recent fiscal years and through May 12, 2008, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated May 12, 2008, is filed as Exhibit 16.1 hereto.
(b) New Independent Registered Public Accounting Firm.
On May 8, 2008, the Company appointed the accounting firm of Moss Adams LLP as the independent registered public accounting firm for the Company, to be effective upon the completion of PricewaterhouseCoopers LLP's services relating to the Company's unaudited financial statements for the quarterly period ended March 31, 2008 and upon the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, in which those financial statements will first appear, which services were completed and filing was made on May 12, 2008. During the last two fiscal years and through May 12, 2008, the Company has not consulted with Moss Adams LLP regarding (i) the application of accounting principles to a specified transaction or transactions, either completed or proposed, or the type of audit opinion Moss Adams LLP might render on the Company's financial statements or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to t hat item, or a "reportable event" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
16.1 PricewaterhouseCoopers LLP letter dated May 12, 2008.
| LookSmart, Ltd. | ||||||||
| Date: May 12, 2008 | By: | /s/ R. Brian Gibson | ||||||
| R. Brian Gibson | ||||||||
| Acting Chief Financial Officer | ||||||||
Exhibit No. | Description | |
| EX-16.1 | PricewaterhouseCoopers LLP letter dated May 12, 2008 |