SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
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 23, 1998
MB Software Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-11808 59-2219994
(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 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. 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 10, 1998, the Registrant has retained Killman, Murrell &
Company, and P.C., as the new Auditors.
a(3) Request for response from former Principal Accountant
(i) Exhibit 1 to this Form 8-K.
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Item 5. Other Matters
On March 6 1998, Thomas Mark Wilkins, Chief Financial Officer and
Director of the Company resigned from all positions with the Company and its
subsidiaries, citing differences with positions taken by the Company in
connection with its public disclosures. Mr. Wilkins was responsible for the
hiring of Hein + Associates and the Company believes his resignation was related
to the Company's unwillingness to pay for the additional investigations required
by Hein.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
Exhibit 1 Letter from Hein + Associates, LLP to the Securities and
and Exchange Commission pursuant to Item 304 (a) (3) of
Regulation S-K.*
* Previously filed
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: May 19, 1998
/s/Scott A. Haire
Scott A. Haire, Chairman of the Board,
Chief Executive Officer And President
(Principal Financial Officer)
