SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 5, 2007
MB Software Corporation
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(Exact name of registrant as specified in its charter)
Texas 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 5, 2007, the Registrant dismissed Clancy and Co., P.
L.L.C. as its independent auditors.
(ii) Clancy and Co. reports on the Registrant's financial
statements for the Registrant' two most recent fiscal years
contained no adverse opinion or disclaimer of opinion and were
not qualified as to uncertainty, audit scope or accounting
principles, other than the "going concern" disclaimer
contained in therein.
(iii) The Registrant's Board of Directors participated in and
approved the decision to dismiss the Registrant's independent
auditors.
(iv) There have been no disagreements with Clancy and Co. 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 5, 2007 (the date of
termination) which disagreement(s), if not resolved to Clancy
and Co. satisfaction would have caused Clancy and Co. to make
reference to the subject matter of the disagreement(s) in
connection with its report.
(v) Clancy and Co. did not advise the Registrant during the
Registrant's most recent fiscal year or in the subsequent
interim period through January 5, 2007, (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
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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
(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 Clancy and Co to provide a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the statements set forth above. A copy
of Clancy and Co.'s letter to the Securities and Exchange
Commission is filed as Exhibit 16 to this Form 8-K.
(b) Engagement of New Independent Accountant
As of this filing, Registrant has not engaged a new independent
principal accountant to audit the Registrant's financial statements.
Item 9. Financial Statements and Exhibits
Exhibit Number Description
Exhibit 16 Letter from Clancy and Co. to the Securities and
Exchange Commission pursuant to Item 304(a)(3) of
Regulation S-B.
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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: January __, 2007
/s/Scott A. Haire
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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 16 Letter from Clancy and Co. to the Securities and Exchange
Commission pursuant to Item 304(a)(3) of Regulation S-B.
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