SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
(AMENDMENT NUMBER I)
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
(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 years ended December 31, 1996 and December 31, 1995
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 procedures during the Registrant's
years ended December 31, 1996 and December 31, 1995 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 years ended December 31, 1996 and December 31, 1995 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
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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
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.
Exhibit 2 Letter from King, Griffin and Adamson P.C. to the Securities
and Exchange Commission pursuant to Item 304 (a) (3) of
Regulation S-K and comment letter dated December 5, 1997.
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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
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.
Exhibit 2 Letter from King, Griffin and Adamson P.C. to the Securities
and Exchange Commission pursuant to Item 304 (a) (3) of
Regulation S-K and comment letter dated December 5, 1997.
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King Griffin & Adamson P.C.
December 10, 1997
Securities and Bxchange Commission
450 Fifib 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 Sofiware Corporation's statements included under Item 4 of
its Form 8-K Amendment Number 1 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
T 972.788/4466 F 972.788.2778
E-Mail:[email protected]
