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) December 4, 1997
MB Software Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-11808 59-2219994
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(State or other jurisdiction (Commission File (IRS Employer
incorporation) Number) Identification No.)
2225 E. Randol Mill Road Suite 305, Arlington, Texas 76011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 817-633-9400
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Item 4. Change in Registrant's Certifying Account
a)(1) Dismissal of Independent Accountant
(i) On November 26, 1997, the Registrant advised King, Griffin and Adamson
P.C. that the Registrant intended to retain a different independent accounting
firm for the audit of its financial statements for the year ending December 31,
1997. King, Griffin and Adamson had been engaged as the principal accountants to
audit the Registrant's financial statements.
(ii) King, Griffin and Adamson reports on the Registrant's financial
statements for the past one year contained no adverse opinion or disclaimer of
opinion and were not qualified as to uncertainty, audit scope or accounting
principles.
(iii) There have been no disagreements with King, Griffin and Adamson on
any matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedure during the Registrant's most recent
fiscal year or in the subsequent interim period through November 26, 1997 (the
date of termination) which disagreement(s), if not resolved to King, Griffin and
Adamson's satisfaction would have caused King, Griffin and Adamson to make
reference to the subject matter of the disagreement(s) in connection with its
report.
(iv) King, Griffin and Adamson did not advise the Registrant during the
Registrant's most recent fiscal year or in the subsequent interim period through
November 26, 1997, (the date of termination):
(A) that the internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(B) that information had come to its attention that had led it to no
longer be able to rely on management's representations, or that
had made it unwilling to be associated with the financial
statements prepared by management;
(C) (1) of the need to expand significantly the scope of its audit,
or that information had come to its attention during the most
recent fiscal year or any subsequent interim period that if
further investigated might (i) materially have impacted the
fairness or reliability of either: a previously issued audit
report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements
covered by an audit report or (ii) have caused it to be unwilling
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to rely on management's representations or be associated with the
Registrant's financial statements, and (2) it did not, due to its
dismissal or for any other reason, expand the scope of its audit
or conduct such further investigation: or
(D) that information had come to its attention that it had concluded
materially impacts the fairness or reliability of either: (i) a
previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report.
(v) The Registrant has requested King, Griffin and Adamson to provide a
letter addressed to the Securities and Exchange commission stating whether it
agrees with the statements set forth above. A copy of King, Griffin and
Adamson's letter to the Securities and Exchange Commission is filed as Exhibit
1 to this Form 8-K.
a(2) Engagement of New Independent Accountant
(i) As of this filing, Registrant has not engaged a new independent
principal accountant to audit the Registrant's financial statements.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
Exhibit 1 Letter from King, Griffin and Adamson to the
Securities and Exchange Commission pursuant to
Item 304 (a) (3) of Regulation S-K.
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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.
MB Software Corporation
Date: December 4, 1997
/s/Scott A. Haire
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Scott A. Haire, Chairman of the
Board, Chief Executive Officer
And President (Principal Financial
Officer)
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INDEX TO EXHIBITS
Exhibit Number Description
Exhibit 1 Letter from King, Griffin and Adamson P.C. to the
Securities and Exchange Commission pursuant to
Item 304 (a) (3) of Regulation S-K.
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EXHIBIT 1
King Griffin & Adamson P.C.
December 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MB Software Corporation File Ref. No.0-11808
We were previously the principal accountant for MB Software Corporation and,
under the date of February 21, 1997, we reported on the consolidated financial
statements of MB Software Corporation and subsidiaries as of and for the years
ended December 31, 1996 and 1995. On November 26, 1997, our appointment as
principal accountant was terminated. We have read MB Software Corporation's
statements included under Item 4 of its Form 8-K dated December 4, 1997 and we
agree with such statements.
Sincerely,
/s/ King Griffin & Adamson P.C.
KING GRIFFIN & ADAMSON P.C.
Pacific Center II
14160 Dallas parkway Ninth Floor
Dallas, Texas 75240
T972.788.4466 F972.788.2778
E-Mail:[email protected]
Certified Public Accountants & Consultants
