SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 3, 2000
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
--------------
<PAGE>
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 either of the last two-years
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 two most recent fiscal years and any
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.
The change of principal auditor for Registrant's financial
statements for the year ended December 31, 1999 was approved
by consent of the Board of Directors. The Board of Directors
was informed of all the reason for the change.
(iv) Killman, Murrell & Company did not advise the Registrant
during the Registrant's two 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
2
<PAGE>
(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 16
to this Form 8-K/A Amendment 1.
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 16 Letter from Killman, Murrell & Company to
the Securities and Exchange Commission
pursuant to Item 304 (a) (3) of Regulation S-K.
3
<PAGE>
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 15, 2000
/s/ Scott A. Haire
--------------------------------------
Scott A. Haire, Chairman of the Board,
Chief Executive Officer
And President (Principal Financial
Officer)
4
KILLMAN, MURRELL & COMPANY
1931 E. 37th Street
Suite 7
Odessa, Texas 79762
March 14, 2000
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Re: MB Software Corporation- 8 K/A - Amendment No. 1
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 revised disclosures included under Item 4 of its
Form 8-K/A Amended, and we agree with such statements.
Sincerely,
Killman Murrell & Company
