On February 10, 2005, the Audit Committee of the Board of Directors of Webb Interactive Services, Inc. (Webb), retained Ehrhardt Keefe Steiner & Hottman PC (EKS&H) as its independent registered public accounting firm to audit Webbs financial statements for the year ending December 31, 2004. Ernst & Young, Webbs former public accounting firm, had advised Webb that it had declined to stand for re-appointment.
During Webbs two most recent fiscal years and the subsequent interim period through February 9, 2005, it (i) did not engage EKS&H to act as either the principal accountant to audit the Webbs financial statements or as an independent accountant to audit a significant subsidiary of Webb; (ii) did not consult with EKS&H on the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Webbs financial statements; and (iii) did not consult with EKS&H on any matter that was either the subject of a disagreement or a reportable event, as those terms are defined in Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item 304 of Regulation S-B.
During the two fiscal years ended December 31, 2003 and the subsequent interim period through February 9, 2005, 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 to the subject matter of the disagreement in connection with its reports. Furthermore, Ernst & Youngs audit reports for the two most recently completed fiscal years 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 addition, during the Companys two most recent fiscal years and subsequent interim periods, no reportable events, as defined in Item 304(a)(1)(iv)(B) of Regulation S-B, occurred.
A letter from Ernst & Young regarding its concurrence with these statements is attached hereto as Exhibit 16.1.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits: |
| 16.1 | Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 10, 2005. |
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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.
| Dated: February 15, 2005 |
WEBB INTERACTIVE SERVICES, INC. | |||
| By: | /s/ Lindley S. Branson | |||
| Lindley S. Branson | ||||
| Its: | Vice President and General Counsel | |||
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