MB SOFTWARE CORP
NT 10-K, 1997-04-01
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                          NOTIFICATION OF LATE FILLING

SEC FILE NUMBER                                                   CUSIP NUMBER

    0-11808                                                        552635 10 4  


[X] Form 10-K and Form  10-KSB [ ] Form  11-K [ ] Form 10-Q and Form  10-QSB [ ]
Form N-SAR For Period Ended: December 31, 1996

[  ] Transition Report on Form 10-K

[  ] Transition Report on Form 20-F

[  ] Transition Report on Form 11-K

[  ] Transition Report on Form 10-Q

[  ] Transition Report o n Form N-SAR

For the Transition Period Ended:________________________________________________

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: All Items

Part 1 -- Registrant Information

  Full Name of Registrant:   MB Software Corporation

  Former Name if Applicable:

  Address of Principal Executive Office (Street and  Number):2225 E. Randol Mill
                                                             Road, Suite 305
  City, State and Zip Code: Arlington, Texas 76011

Part II -- Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]

     (a) The reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

                                       1
<PAGE>

     (b) The subject annual report,  semi-annual  report,  transition  report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

Part III -- Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the  prescribed  period:  The  registrant  was
unable to file its 10K timely  because it received the EDGAR version too late to
review and obtain the consent of King Griffin & Adamson P.C. (an affidavit  from
King Griffin & Adamson P.C. is attached hereto).

Part IV-- Other Information

          (1)  Name and telephone  number of person to contact in regard to this
               notification:

                Scott Haire             (817)        633-9400
                  (Name)              (Area Code) (Telephone Number)

          (2) Have all other periodic reports required under section 13 or 15(d)
     of the  Securities  Exchange  Act of 1934 or section  30 of the  Investment
     Company  Act of 1940  during the  preceding  12 months or for such  shorter
     period that the  registrant was required to file such report(s) been filed?
     If the answer is no identify report(s).

         [X] Yes           [   ] No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

         [ ] Yes [X] No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable  estimate of the results cannot be made:

     MB Software  Corporation  has caused this  notification to be signed on its
behalf by the undersigned thereunto duly authorized.

    Date: March 31, 1997       MB SOFTWARE CORPORATION


                           By:/s/ Scott Haire
                              --------------------------------------------------
                              Scott Haire, President and Chief Operating Officer




                                       2

<PAGE>

March 31, 1997

U.S. Securities and Exchange Commission
Washington, D.C.  20549


We were unable to release consent to file financial statements for MB Software
Corporation and Subsidiaries for the years ended December 31, 1996 and 1995
electronically due to delays by the third party in formatting statements for 
EDGAR.

Sincerely,
KING GRIFFIN & ADAMSON P.C.



/s/ Barry Adamson, CPA, CA
- ------------------------------
Barry Adamson, Audit Director

<PAGE>

April 1, 1997

U.S. Securities and Exchange Commission
Washington, D.C.  20549

We were unable to release consent to file Form 10KSB for MB Software Corporation
and its subsidiaries for the year ending December 31, 1996 due to the late hour
we received our final copy for review.

Sincerely,


/s/ Scott A. Haire
- ---------------------------------
Scott A. Haire, President and CEO





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