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) March 4, 1998
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 Accountant
a)(1) Dismissal of Independent Accountant
(i) On February 27, 1998, the Registrant advised Hein + Associates,
LLP 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. Hein +
Associates, LLP had been engaged as the principal accountants to
audit the Registrant's financial statements.
(ii) Hein + Associates, LLP had not issued an opinion on any of the
Registrant's financial statements for any of the preceding two
years.
(iii)(B) The change of principal auditor for Registrant's financial
statements for the year ended December 31, 1997 was approved by
consent by the board of directors. The Board of Directors was
informed of all the reasons for the change.
(iv) Hein + Associates had been retained by the Registrant as the
principle auditor for the Registrant's year ended December 31,
1997 and had not issued any type report on the Registrant's
financial statements for the years ended December 31, 1996 or
December 31, 1995. No disagreements existed between the
Registrant and Hein + Associates for the interim period through
February 27, 1997, (the date of termination). Hein + Associates,
LLP raised issues regarding historical treatment of booking of
income received pursuant to a promissory note, justification of
goodwill balances and collectibility and write downs of accounts
receivable, which issues would require substantial investigation
by Hein + Associates, an expansion of the scope of the audit and
the incurrence of fees by the Registrant substantially in excess
of the fees initially quoted by Hein + Associates. The Registrant
believes its historical financial statements are accurate and
does not believe additional investigation to be warranted with
respect to any of the issues raised. Hein + Associates is
authorized to discuss all matters with the successor auditor. At
the time of dismissal, no additional investigation was conducted
with respect to any of these matters.
a(2) Engagement of New Independent Accountant
(i) As of March 4, 1998, the selection by the Registrant of a new
Auditor is pending
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a(3) Request for response from former Principle Accountant
(i) Registrant has requested Hein + Associates, LLP to provide a
letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements set forth above. A
copy of Hein + Associates, LLP's letter to the Securities and
Exchange Commission will be filed when received as Exhibit 1 to
this Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
Exhibit 1 Letter from Hein + Associates, LLP 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: March 4, 1998
/s/Scott A. Haire
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Scott A. Haire, Chairman of the
the Board, Chief Executive Officer
And President (Principal Financial
Officer)
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INDEX TO EXHIBITS
Exhibit Number Description
Exhibit 1 Letter from Hein + Associates, LLP to the
Securities and Exchange Commission pursuant to
Item 304(a)(3)of Regulation S-K.
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