On May 17, 2012, Peerless Systems Corporation (the "Company") advised Ernst & Young, LLP ("E&Y") that it was being dismissed as the Registrant's independent registered public accounting firm. The decision to dismiss E&Y was considered and approved by the Audit Committee of the Registrant's Board of Directors on May 17, 2012.

E&Y's reports on the Registrant's consolidated financial statements for the fiscal years ended January 31, 2012 and 2011, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended January 31, 2012 and 2011, and through the period ended May 17, 2012, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to E&Y's satisfaction, would have caused E&Y to make reference to the subject matter of the disagreements in connection with their report on the Registrant's consolidated financial statements; in addition, there were no reportable events as listed in Item 304(a)(1)(v) of Regulation S-K.

On May 17, 2012, the Registrant appointed Mayer Hoffman McCann P.C. ("MHM"), 500 Boylston Street, Boston, MA 02116, as the Registrant's registered public accounting firm for the fiscal year ending January 31, 2013. Neither the Registrant nor anyone on its behalf has consulted with MHM during the last two fiscal years ended January 31, 2012 and 2011, or during any subsequent interim period preceding the date hereof, regarding either (i) 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 Registrant's consolidated financial statements; and as such, no written report or oral advice was provided, and none was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing, or financial reporting issues; or (ii) or any matter that was either the subject of a disagreement or a reportable event, as there were none.

The Registrant has furnished E&Y with a copy of the disclosures under this Item 4.01 and has requested that E&Y provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree. The letter from E&Y is filed herewith.

(d) Exhibits.

Exhibit
Number                            Description

16.1      Letter from E&Y, regarding change in certifying accountant.