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): February 8, 2005
PHOTOWORKS, INC.
(Exact name of registrant as specified in its charter)
Washington 000-15338 91-0964899 -
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1260 16th Avenue West
Seattle, Washington 98119
(Address of principal executive office)
(206) 281-1390
(Registrant's telephone number including area code)
Item 8.01. Other Events
As previously reported, on July 28, 2004, the Company's independent
public accountants, Ernst & Young LLP ("E&Y"), notified the Company that the
auditor-client relationship between the Company and E&Y would terminate upon the
issuance of E&Y's auditor's report on the consolidated financial statements of
the Company for the fiscal year ending September 25, 2004. On December 23, 2004,
E&Y issued its audit report and thus its resignation became effective on that
date.
To date, the Company has not been able to engage a new independent
accountant to audit the Company's financial statements. Accordingly, the Company
is unable to have its Form 10-Q for the quarter ended December 25, 2004 reviewed
by its independent accountants, as required by Regulation S-X, and thus is not
filing a Form 10-Q for such fiscal quarter. In order to provide investors with
the material information that would otherwise be contained in its Form 10-Q, the
Company is attaching to this Form 8-K its unaudited financial statements for the
fiscal quarter ended December 25, 2004 and its Management's Discussion and
Analysis of its Financial Condition and Results of Operations for such quarter.
In reviewing this information, investors should keep in mind that the financial
statements presented in this Form 8-K have been prepared by the Company and have
not been reviewed by an independent accountant.
Item 9.01. Financial Statements and Exhibits
Exhibits
99. Unaudited financial statements for the fiscal quarter
ended December 25, 2004 and Management's Discussion and Analysis of Financial
Condition and Results of Operation with respect thereto.
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.
PHOTOWORKS, INC.
By: /s/ Philippe Sanchez
Philippe Sanchez
President