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) December 4, 1997 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 -------------------------- Item 4. Change in Registrant's Certifying Account a)(1) Dismissal of Independent Accountant (i) On November 26, 1997, the Registrant advised King, Griffin and Adamson 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, 1997. King, Griffin and Adamson had been engaged as the principal accountants to audit the Registrant's financial statements. (ii) King, Griffin and Adamson 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 King, Griffin and Adamson 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 November 26, 1997 (the date of termination) which disagreement(s), if not resolved to King, Griffin and Adamson's satisfaction would have caused King, Griffin and Adamson to make reference to the subject matter of the disagreement(s) in connection with its report. (iv) King, Griffin and Adamson did not advise the Registrant during the Registrant's most recent fiscal year or in the subsequent interim period through November 26, 1997, (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 2 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 (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 King, Griffin and Adamson to provide a letter addressed to the Securities and Exchange commission stating whether it agrees with the statements set forth above. A copy of King, Griffin and Adamson'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 King, Griffin and Adamson to the Securities and Exchange Commission pursuant to Item 304 (a) (3) of Regulation S-K. 3 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: December 4, 1997 /s/Scott A. Haire ------------------------ Scott A. Haire, Chairman of the Board, Chief Executive Officer And President (Principal Financial Officer) 4 INDEX TO EXHIBITS Exhibit Number Description Exhibit 1 Letter from King, Griffin and Adamson P.C. to the Securities and Exchange Commission pursuant to Item 304 (a) (3) of Regulation S-K. EXHIBIT 1 King Griffin & Adamson P.C. December 2, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: MB Software Corporation File Ref. No.0-11808 We were previously the principal accountant for MB Software Corporation and, under the date of February 21, 1997, we reported on the consolidated financial statements of MB Software Corporation and subsidiaries as of and for the years ended December 31, 1996 and 1995. On November 26, 1997, 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 December 4, 1997 and we agree with such statements. Sincerely, /s/ King Griffin & Adamson P.C. KING GRIFFIN & ADAMSON P.C. Pacific Center II 14160 Dallas parkway Ninth Floor Dallas, Texas 75240 T972.788.4466 F972.788.2778 E-Mail:KGA-CPAS@msn.com Certified Public Accountants & Consultants