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) February 25, 2000
MB Software Corporation
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(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 January 3, 2000, the Registrant advised Killman, Murrell & Company,
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, 1999. Killman, Murrell & Company had been engaged
as the principal accountants to audit the Registrant's financial
statements.
(ii) Killman, Murrell & Company 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 Killman, Murrell & Company 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
January 3, 2000 (the date of termination) which disagreement(s), if
not resolved to Killman, Murrell & Company satisfaction would have
caused Killman, Murrell & Company to make reference to the subject
matter of the disagreement(s) in connection with its report.
(iv) Killman, Murrell & Company did not advise the Registrant during the
Registrant's most recent fiscal year or in the subsequent interim
period through January 3, 2000, (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
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
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(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 Killman, Murrell & Company to provide a
letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements set forth above. A copy of
Killman, Murrell & Company'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 Killman, Murrell & Company 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: February 29, 2000
/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 Killman, Murrell & Company P.C. to
the Securities and Exchange Commission
pursuant to Item 304 (a) (3) of Regulation S-K.
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KILLMAN, MURRELL & COMPANY
February 23, 2000
Mr. Scott A. Haire
MB Software Corporation
2225 E. Randol Mill Road
Suite 305
Arlington, Texas 76011
This is to confirm that the client-auditor relationship between MB Software
Corporation (Commission File No. 0-11808) and Killman, Murrell & Company, P.C.
has ceased.
Sincerely,
/s/ Killman Murrell & Company P.C.
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Killman, Murrell & Company, P.C.
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KILLMAN, MURRELL & COMPANY
February 23, 2000
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Re: MB Software Corporation
File Reference Number 01-11808
We were previously the principal accountants for MB Software Corporation. We
reported on the consolidated financial statements of MB Software Corporation and
subsidiaries as of and for the years ended December 31, 1997 and 1998. On
January 3, 2000, 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 February 25, 2000 and we agree with such statements.
Sincerely,
/s/ Killman Murrell & Company, P.C.
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Killman Murrell & Company
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