UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934
                   For the fiscal year ended December 31, 2000
                                             -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15d OF THE  SECURITIES  EXCHANGE  ACT
     OF 1934
            For the transition period from _________ to ____________

                        Commission File Number 000-11808

                             MB SOFTWARE CORPORATION
             (Exact name of Registrant as specified in its charter)

                  COLORADO                             59-2219994
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)                Identification No.)

2225 E. Randol Mill Road Suite 305                     76011-6306
Arlington, Texas                                       (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (817) 633-9400

           Securities registered pursuant to Section 12(b) of the Act:


                                                   Name of Each Exchange
           Title of Each Class                      on Which Registered
           -------------------                      --------------------
                 Common                         NASDAQ -  OTC BULLETIN BOARD

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $ .001 par value
                          -----------------------------
                                (Title of Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                                 [X] Yes [ ] No

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
                                 [X] Yes [ ] No

Issuer's revenues for its most recent fiscal year:  $2,304,731.
The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of February 28, 2001 was approximately $2,038,401.

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
Securities under a plan confirmed by a court.

                                 [X] Yes [ ] No

As of December  31,  2000,  70,300,000  shares of the  Issuer's  $.001 par value
common stock were outstanding.

Transitional Small Business Disclosure Format:

                                 [ ] Yes [X] No


<PAGE>

                             MB SOFTWARE CORPORATION

                                   Form 10-KSB
                      For the Year Ended December 31, 2000

                                                                     Page of
                                                                     Form 10 KSB
                                                                     -----------
 ITEM 1.  BUSINESS  ...........................................................3

 ITEM 2.  PROPERTIES...........................................................5

 ITEM 3.  LEGAL PROCEEDINGS....................................................5

 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................5

 ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          SHAREHOLDER MATTERS..................................................6

 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS ...........................................6

 ITEM 7.  FINANCIAL STATEMENTS ................................................8

 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.............................................9

 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.........9

 ITEM 10. EXECUTIVE  COMPENSATION..............................................9

 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT..........................................................10

 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................11

 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................11



                                       2
<PAGE>

                                     PART 1

Item 1.  Business

         MB Software  Corporation  (the "Company") was incorporated in 1982. The
current  focus of the Company is to expand its scope of  operations by acquiring
and  managing  additional  healthcare  facilities  and to sell,  distribute  and
utilize  PatientMed  2000(TM),  an Internet  appliance.  This focus is a natural
progression  from past times during which the Company  utilized its own software
in its clinics and licensed the software to physician practices. Since 1998, the
Company has  continued to acquire  medical  clinics,  expand the revenue base of
existing  clinics and divest itself of  unprofitable  operations,  including the
software division.  The Company is now integrating  PatientMed 2000(TM) with its
existing clinics and marketing the Internet appliance nationwide to patients and
physicians alike.

         Healthcare Business

         The Company's  Florida  operations,  conducted under the N.F.P.M.,  LLC
("NFPM")  subsidiary,  are  continuing to expand The Company now owns a total of
three  clinics,  all of which  are  located  in  Florida.  Florida  law  permits
corporations  to own medical  clinics  unlike  several  other  states in which a
corporation  cannot own a clinic that employs medical  doctors.  Therefore,  the
Company  continues  to  focus  on the  Florida  market  where  the  Company  has
traditionally been successful. The Company believes that growth and expansion of
NFPM will likely continue.

         The Company's healthcare acquisition strategy is to target for purchase
those clinics that specialize in physical  medicine,  pain management,  physical
therapy and  rehabilitation,  and employ medical doctors,  osteopathic  doctors,
physical   therapists  and  chiropractors.   Acquisition   targets  are  usually
distressed   businesses   having  a  strong  medical  practice  with  concurrent
difficulties  in the  areas of cash  management  (particularly  collections)  or
practice   management.   The  Company  believes  that  its  experience  in  cash
management,  particularly  collecting receivables from providers will enable the
Company to operate  target  acquisitions  more  efficiently  and therefore  more
profitably.


         Healthcare Industry Overview

         The  Health  Care  Financing  Administration  has  estimated  that  the
nation's  total  spending for  healthcare  is  projected  to increase  from $1.0
trillion in 1996 to $2.1  trillion in 2007,  averaging  annual  increases of 6.8
percent.  Over this period, health spending as a share of gross domestic product
(GDP) is estimated to increase from 13.6 percent to 16.6 percent.  In an attempt
to reduce  healthcare  expenditures,  governmental and other payors have adopted
certain cost-containment  initiatives.  These encompass a shift from traditional
fee-for-service   provider   reimbursement   to  a  variety  of   managed   care
arrangements,     including    prospective    payment    systems,     discounted
fees-for-services  and  fully  capitated  plans  whereby  providers  assume  the
financial  risks related to service  utilization  for a defined group of covered
members and services.

         The  cost-containment  initiatives have resulted in decreased physician
practice profitability while demands for clinical documentation, including cost,
quality and utilization data, have increased physicians'  administrative duties.
Over seven hundred thousand physicians are responsible for filing  approximately
five  billion  insurance  claims  annually  to more than two  hundred  different
payors.  Payors require utilization of more than forty different claim-forms and
communication  with more than ten thousand different  locations.  In response to
the reduction in reimbursements, individual physicians and small group practices
are consolidating,  either by affiliating with physician practice managements or
by forming physician networks or independent practice associations. Despite this
industry  consolidation,  numerous physician practice  management  companies are
experiencing significant financial difficulties. These distressed companies form
the pool of target  acquisitions for the Company.  The Company believes that its
cash management  expertise together with utilization of the Software will enable
the Company to operate target  acquisitions  more efficiently and therefore more
profitably. While maintaining and streamlining billing and accounting functions,
the Software  utilizes an integrated  approach to  electronic  claims filing and
electronic statement  processing.  This feature enables the user of the Software
to  effectively  address  the demands of the payors  concerning  claim forms and
communication issues.


                                       3
<PAGE>

         PatientMed 2000 TM

         Effective  July 20, 2000,  the Company  entered into an agreement  with
Screen.Phone.net  Inc.  whereby the Company  acquired  an  exclusive  license in
connection with PatientMed  2000(TM).  PatientMed 2000(TM) is a ScreenPhone - an
Internet appliance incorporating a telephone,  alphanumeric keyboard,  modem and
touch screen, to provide users with telephone-based Internet access.

         PatientMed  2000(TM)  provides users with an expanded array of Internet
and telephone  services as well as extensive  applications  and service packages
specifically  tailored  to each  segment of the  healthcare  market.  PatientMed
2000(TM)  facilitates and features an improved two-way mode of communication and
an information  delivery  system between the physician and patient.  By touching
one icon on the screen,  the patient is  immediately  connected to the Internet.
Once  connected,  the patient may "chat"  on-line  with the  physician or access
information via a secure e-mail address provided to each patient. In a real-time
communication  dynamic,  clinical data may be transmitted  and  assessments  and
interventions  made without the necessity of a patient office visit.  Similarly,
the  patient  may access the clinic  e-mail  address to  schedule  appointments,
obtain certain lab results, order clinic nutritional products and obtain medical
information and services directly related to the Company clinics.

         Significantly,  PatientMed 2000(TM) affords the clinic direct access to
insurance companies. The clinic may use PatientMed 2000(TM)to access and provide
insurance  information in two-way real-time  communications  with  participating
on-line insurance companies.

         There is a three-fold  market for the PatientMed  2000(TM).  Prototypes
for the PatientMed  2000(TM) will be utilized in all  operational  venues in the
Company's  clinics.  This will  afford the Company  the  substantial  benefit of
evaluating  and further  enhancing  PatientMed  2000(TM) in one of its  intended
environments.  The second market for the PatientMed  2000(TM)  includes  medical
clinics and ancillary healthcare  facilities throughout North America. The third
market is comprised of patient and other individual and entity users.

         The growth  potential  in the second  and third  markets  appears to be
substantial.  According to IDC, a division of International Data Group, in their
report The Worldwide Information Appliance Market 1999-2004, the author projects
that worldwide Internet  appliance  shipments will grow from 11 million units in
1999 to over 89 million units in 2004.  IDC predicts that U.S. unit shipments of
lower-cost,  transportable  consumer information appliances will outnumber those
of consumer PC's by 2002. The IDC anticipates  that while the costs for Internet
appliances are expected to begin to drop  significantly  as the market  matures,
the worldwide value of Internet appliance  shipments will grow from $2.4 billion
in 1999 to more than $17 billion in 2004.

         Employees

         The Company currently employs a total of approximately twenty-five full
and part time  employees.  The Company has no labor union contracts and believes
its relationship with its employees is good.


         Healthcare Facilities

         Following  is  a  description  of  each  of  the  Company's  healthcare
facilities:

         JACKSONVILLE,  FLORIDA:  The  three  clinics  located  in  Jacksonville
provide state of the art pain management,  physical therapy, and related medical
services. The clinics are equipped with physical rehabilitation equipment.


                                       4
<PAGE>

         Combined,  the Florida clinics have one medical doctors, an osteopathic
doctor,  two  physician   assistants,   physical   therapists  and  a  staff  of
approximately twenty-three.


Item 2.  Properties

         All premises  occupied by the Company and subsidiaries are leased.  The
Company's principal  executive office is located in Arlington,  Texas at 2225 E.
Randol  Mill  Road,  Suite  305,  Arlington,  TX 76011.  NFPM is located at 9143
Philips Highway,  Suite 495,  Jacksonville,  Florida,  with a second location at
1950  Miller  Street,  Orange  Park,  Florida,  a third  location at 233 N. 10th
Street, Jacksonville Beach, Florida.

Item 3.  Legal Proceedings

         NFPM  entered  into a settlement  agreement  dated  October 21, 1999 to
resolve litigation filed in 1997 by an equipment  leasing/finance company. While
the parties  have  entered  into a  settlement  agreement,  this matter is still
pending.

         The Company and NFPM settled their claim  against Danka Office  Imaging
Co.  d/b/a  Danka,   Danka  Financial  Services  and  American  Business  Credit
Corporation. The lawsuit was settled.

         Effective April 2, 2000, the Company settled  litigation  pertaining to
MB Healthcare Management,  Inc. ("MBHM"), a Company subsidiary,  the Company and
Scott A. Haire.  MBHM  merged with a  corporation,  and in  connection  with the
transaction,  MBHM filed suit against the corporation  and related  individuals.
The corporation and related  individuals filed a counterclaim  against MBHM, the
Company,  and Scott A. Haire. As part of the settlement,  all outstanding shares
of MBHM were  conveyed  to one of the  related  individuals.  In  exchange,  the
Company received a cash payment and return of Company stock that had been issued
at the time the transaction was entered into.


Item 4.  Submission of Matters to a Vote of Security Holders

         For the year 2000, the Company did not conduct an annual  shareholder's
meeting.


                                       5
<PAGE>

                                     PART II

Item 5.  Market  for  the  Registrant's   Common  Equity  and  Related
         Stockholder Matters

         The  Company's  common  stock is  traded  under  the  symbol  "MBSC" on
NASDAQ's OTC Electronic Bulletin Board. The following table sets forth the range
of high and low bid prices of the Company's common stock:

                                                        BID PRICE
BY QUARTER ENDED:                               HIGH                 LOW
----------------                                ----                 ---
Year Ended 12/31/00
March, 2000                                   $  .37               $ .12
June, 2000                                       .20                 .10
September, 2000                                  .25                 .15
December, 2000                                   .25                 .15




Year Ended 12/31/99

March, 1999                                   $ .08                $ .07
June, 1999                                      .14                  .14
September, 1999                                 .07                  .06
December, 1999                                  .02                  .02

The Company had approximately  7,582 holders of record of its common stock as of
December  31,  2000.  No  dividends  have been paid on common stock and none are
anticipated in the foreseeable  future.  The Company has determined that it will
utilize any earnings in the expansion of its business.

ITEM 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  following  is a  listing  of the  Company  and its  operating  and
discontinued subsidiaries as of December 31, 2000:

                                    Operating at                    Discontinued
                                 -----------------------------------------------
Name of Company/Subsidiary            Location       December 31, 2000   in 2000
--------------------------       -----------------   -----------------   -------

MB Software Corporation (Parent)  Arlington, TX             Yes             No

Healthcare Innovations, LLC       Arlington, TX             Yes             No

N.F.P.M., LLC                     Jacksonville, FL          Yes             No

MB Practice Solutions, Inc.       Arlington, TX             Yes             No


         The  Company  has  elected to devote its  resources  to the  healthcare
division  of  the  Company  and  the  development  of  PatientMed  2000(TM).  In
furtherance of this decision, the Company focused primarily on operations of its
existing healthcare businesses and sale of the Internet appliances.

         The  Company  continues  in its  belief  that it is not  profitable  to
operate  healthcare  businesses  pursuant  to  practice  management  agreements.
Rather,  the Company must own the  practice  and thus the profits,  and directly
employ the physicians and other necessary staff.  However,  many state corporate
practice of medicine laws,  other than those in Florida,  prohibit  corporations
such as the Company from owning physician practices and employing physicians. As
a result,  the Company will in the future focus on healthcare  businesses in the
state of Florida such as  rehabilitation  clinics,  chiropractic  practices  and
healthcare  businesses.  This will enable the Company to operate its  businesses
directly, thereby retaining profits and employ physicians and staff.


                                       6
<PAGE>

         The  Company's  healthcare  businesses  consist of three clinics in and
around  Jacksonville,  Florida.  The Florida clinics account for 100% percent of
gross medical revenues.

The following  summarizes  the results of operations for the twelve months ended
December 31, 2000 and December 31, 1999:


                                                   -----------------------------
Medical Activities:                                    2000             1999
                                                   -----------------------------
     Gross Revenue                                 $ 3,628,238      $ 3,431,817
     Contractual Allowance                           1,338,059        1,327,170
                                                   -----------      -----------
               Net Revenues                          2,290,179        2,104,647

     Cost of Revenue                                 1,512,986        1,422,464
                                                   -----------      -----------
               Gross Profit                        $   777,283      $   682,183

     Service Fees and Broker Income                       --            105,278
     Other                                              14,552           40,586
                                                   -----------      -----------
               Gross Profit                             14,552          145,864

Operating Expenses:
     Selling, General and Administrative             1,747,728        1,600,827
     Depreciation and Amortization                      57,995           65,411
     Interest Expenses and other (Income)
     and Expenses                                       87,641          142,169
                                                   -----------      -----------


     Loss before benefit income tax                 (1,101,619)        (980,360)
     Benefit for income tax                               --           (495,701)
     Loss from Continuing Operations               $(1,101,619)     $  (484,859)
                                                   ===========      ===========



         Gross medical  revenues  increased  5.7% to  $3,628,238  for the twelve
months ended  December 31, 2000, as compared to $3,431,817 for the twelve months
ended December 31, 1999. This increase is due to expanded  services added to the
clinics in Florida.

         The contractual  allowance as a percentage of gross medical revenue was
37%  and  39%  for  the  twelve  months  ending  December  31,  2000  and  1999,
respectively.  The  contractual  allowance  includes  write-offs  for  insurance
adjustments and  uncollectible  receivables.  The consistency in the percentages
from 1998 to 2000  reflects the success of the Company's  receivables  plan that
includes systematic  collection efforts in conjunction with writing off balances
where necessary.

         The  Company  experienced  an increase  in gross  profit  from  medical
activities of 14% to $777,193 for the twelve  months ended  December 31, 2000 as
compared to a gross profit of $682,183 for the twelve months ended  December 31,
1999.  This increase of $95,010 is due to utilizing  our staff more  efficiently
and reduced cost resulting from staff reductions.


                                       7
<PAGE>

         The  selling,  general  and  administrative  expenses  increased  9% to
$1,747,728  for the  twelve  months  ended  December  31,  2000 as  compared  to
$1,600,827  for the twelve  months  ended  December  31,  1999.  The increase of
$146,901  in general  and  administrative  expenses  is due to general  overhead
expenses such as increases in the annual real property  lease  agreements of the
clinics and other increases including utilities.

         The net loss from continuing operations increased 27% to $1,101,619 for
the twelve month period ended December 31,2000,  as compared to $484,859 for the
twelve months ended December 31, 1999

Liquidity and Capital Resources

         The Company's operations used cash of $569,359 during the twelve months
ended December 31, 2000 and $627,856 during the twelve months ended December 31,
1999.  In  2000,  the net cash  amount  provided  by  financing  activities  was
$588,241.

         At December 31, 2000 and  December  31,  1999,  the Company had working
capital deficits of ($1,935,063) and ($902,852),  respectively.  At December 31,
2000, the Company had cash deposits of $29,910.

         The Independent  Auditor's Report for the year ending December 31, 2000
("Report"),  states that the uncertainty of certain conditions raise substantial
doubt  about the  ability of the  Company to  continue  as a going  concern.  In
raising the going  concern  issue,  the Report  cites past  losses,  the working
capital  deficit  and whether  the  Company  will be able to achieve  profitable
operations.  The  Company is of the  position  that it will  generate  resources
sufficient  to fund  all  costs  associated  with  the  development  sales,  and
distribution of  PatientMed2000(TM)  the Internet  appliance.  It is anticipated
that a consistent revenue stream will be in place during calendar year 2001.

         In the twelve months ended  December 31, 2000, the Company did not make
any capital  equipment  purchases.  The Company  does not  anticipate  any major
equipment purchases for the twelve months of 2001.

         The  Company  did not have an  annual  stockholder'  meeting  for 2000.
However, on October 20, 2000, the board of directors held the annual meeting.

Item 7.  Financial Statements

         Filed as exhibits  hereto are the  following  statements of the Company
and its subsidiaries:

                                                                           Page
                                                                           ----
         Report of Independent Certified Public Accounts
              Weaver and Tidwell, L. L. P.                                 F-2

         Financial Statements

         Consolidated Balance Sheets as of December 31, 2000 and 1999      F-4

         Consolidated Statements of Operations for the years ended
         December 31, 2000 and 1999                                        F-5

         Consolidated Statements of Changes in Shareholders' Deficit
         for the years ended December 31, 2000 and 1999                    F-8

         Consolidated Statements of Cash Flows for the
         years ended December 31, 2000 and 1999                            F-9

         Notes to Consolidated Financial Statements                        F-11


                                       8
<PAGE>

Item 8.  None

                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act.

         The  following  table  sets forth  certain  information  regarding  the
directors and executive officers of the Company:
                                                                     Year First
Name                       Age           Position                     Elected
----                       ---           --------                     --------

Scott A. Haire             36         President, Director                1993

Gilbert A. Valdez          57         Chief Operating Officer            1996

Araldo A. Cossutta         76         Director                           1994

Steven W. Evans            50         Director                           1994

Robert E. Gross            56         Director                           1994

Thomas J. Kirchhoffer      60         Director                           1994

Lucy J. Singleton          63         Secretary                          1995

         Executive  Officers of the  Company are elected on an annual  basis and
serve at the discretion of the Board of Directors.  Directors of the Company are
elected on an annual basis.

Scott A. Haire  Chairman,  President and Director.  Mr. Haire is Chief Executive
Officer of MB Software Corporation and has been with the Company since 1992. Mr.
Haire is additionally the chairman of the board of MedEway.com Inc.

Gilbert A. Valdez Chief Operating  Officer and Director.  Mr. Valdez is a former
president and Chief  Executive  Officer of the National  Electronic  Information
Corporation,  Medaphis  Corporation,  Datix Corporation and Hospital Billing and
Collection Services Corporation.

Araldo  A.  Cossutta  Director.  Mr.  Cossutta  is  president  of  Cossutta  and
Associates,  an architectural firm based in New York City. He is also a director
of Computer Integration Corporation of Boca Raton, Florida.

Steven W. Evans Director.  Mr. Evans is a certified public account and president
of Evans, Mills & Warriner, PLLC, an accounting firm. He is a founder and active
in PTRL,  which  operates  contract  research  laboratories  in Kentucky,  North
Carolina,  California and Germany. He is active in environmental management, and
financial and hotel corporations in Kentucky and Tennessee.

Robert E. Gross  Director.  Mr. Gross is president of R. E. Gross &  Associates,
which provides consulting, and system projects for clients in the multi-location
service,   banking  and  healthcare  industries.   Mr.  Gross  is  president  of
MedEway.com Inc.

Thomas J. Kirchhoffer Director. Mr. Kirchhoffer is president of Synergy Wellness
Centers of Georgia,  Inc.,  and a past  president  of the  Georgia  Chiropractic
Association.

Lucy Singleton Secretary. Ms. Singleton has been secretary since 1995.

Item 10. Executive Compensation

         The Company  provides  health benefits to its employees and may provide
additional  benefits  in the  future,  as  may be  authorized  by the  Board  of
Directors.  The Company has adopted no  retirement,  pension,  profit sharing or
other similar program.


                                       9
<PAGE>

         The Company may offer stock bonuses,  stock options,  profit sharing or
pension  plans to key  employees  or  executive  officers of the Company in such
amounts  and upon such  conditions  as the Board of  Directors  may, in its sole
discretion, determine.

Summary Compensation Table

         The following sets forth information concerning the compensation of the
Company's Chief Executive Officer for the fiscal years shown. No other Executive
Officer was paid a salary in excess of $100,00 during such period.


                                                Long Term Compensation
Name and                                        ----------------------
Principal       Annual Compensation             Restricted Options        All
Position        -------------------             Stock       /SARS        Other
                Year      Salary($) Bonus Other Awards     # shares(2)  Comp.($)
                ----      --------- ----- ----- ---------- -----------  --------

Scott A. Haire  2000       120,000   -0-   -0-      -0-         -0-        -0-
President       1999       140,500   -0-   -0-      -0-         -0-        -0-
                1998       141,000   -0-   -0-      -0-         -0-        -0-

--------------------------------------------------------------------------------


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The  following  table sets forth  information  as of December 31, 2000,
regarding the beneficial  ownership of capital stock of the Company by: (i) Each
person known by the Company to beneficially  own more than 5% of the outstanding
shares of Common Stock;  (ii) each director of the Company;  (iii) the Company's
Chief Executive  Officer;  and (iv) the directors and executive  officers of the
Company  as a group.  The  persons  named in the  table  have  sole  voting  and
investment  power with  respect to all  shares of capital  stock  owned by them,
unless otherwise noted.

                                  Amount and Nature
Name of Beneficial                  of Beneficial             Percent
Owner of Group(1)                     Ownership              of Class
-----------------                 -----------------          --------
Scott A. Haire                        26,921,297               42.0%

Araldo A. Cossutta                     2,982,025                4.0%

Steven W. Evans                        1,500,000                2.0%

Gilbert Valdez                           900,000                 *

Thomas J. Kirchhoffer                    150,000                 *

R-M-S Investments, LTD.               11,000,000               16.0%

Cazenove                               7,500,000               10.0%

All Directors and Executive
Officers as a group                   41,303,332               60.8%
(six in number)

----------

*        Less than 1%.

(1)      The address for each  person or entity  listed  above is 2225 E. Randol
         Mill Road, Suite 305, Arlington, Texas, 76011.
(2)      Consists  of  900,000  shares  subject to  options  that are  presently
         exercisable by Mr. Valdez.
(3)      Consists  of  150,000  shares  subject to  options  that are  presently
         exercisable by Mr.  Kirchhoffer.

                                       10
<PAGE>

Item 12. Certain Relationships and Related Transactions

None.

Item 13. Exhibits Reports on Form 8-K

                  1. Reports on Form 8-K --None.

                  2. Exhibits - None.

All other  exhibits  incorporated  by  reference  from  prior  filings  with the
Commission.

                                    SIGNATURE

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      MB SOFTWARE CORPORATION

                                      By:  /s/ Scott A. Haire
                                          -------------------
                                          Scott A. Haire, Chairman of the Board,
                                          Chief Executive Officer and President
                                          (Principal Financial Officer)

Date: March 30,2001

                                       11

<PAGE>

                             MB SOFTWARE CORPORATION

                                AND SUBSIDIARIES

                                FINANCIAL REPORT

                                DECEMBER 31, 2000


<PAGE>


                                 C O N T E N T S

                                                                            Page

INDEPENDENT AUDITOR'S REPORT................................................F-2


FINANCIAL STATEMENTS

     Consolidated Balance Sheets............................................F-3

     Consolidated Statements of Operations..................................F-5

     Consolidated Statements of
         Changes in Shareholders' Deficit...................................F-7

     Consolidated Statements of Cash Flows..................................F-8

     Notes to Consolidated Financial Statements....... .....................F-10



<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
MB Software Corporation and Subsidiaries

We have  audited the  accompanying  consolidated  balance  sheets of MB Software
Corporation (a Colorado  corporation)  and  Subsidiaries as of December 31, 2000
and 1999,  and the related  consolidated  statements of  operations,  changes in
shareholders'   deficit,  and  cash  flows  for  the  years  then  ended.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the consolidated  financial  position of MB
Software  Corporation and Subsidiaries as of December 31, 2000 and 1999, and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,  the Company has  continuously  incurred losses and has a
working  capital  deficit,  all of  which  raise  substantial  doubt  about  the
company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  discussed in Note 1. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
March 16, 2001

3592

                                                                             F-2

<PAGE>

                             MB SOFTWARE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                                     2000             1999
                                                -------------    -------------
                               ASSETS

CURRENT ASSETS
     Cash                                           $ 29,910         $ 26,078
     Medical receivables, net of allowance
        for doubtful accounts and contractual
        allowances of $1,118,630 and $822,692
        in 2000 and 1999, respectively               525,265          713,625
     Note receivable                                    -             177,721
     Prepaid expenses and other                       25,049            4,131
                                                -------------    -------------

           Total current assets                      580,224          921,555

PROPERTY AND EQUIPMENT, NET                          116,127          178,525

OTHER ASSETS
     Note receivable - shareholder                   350,000          350,000
     Employee advances                                90,000             -
                                                -------------    -------------

TOTAL ASSETS                                     $ 1,136,351      $ 1,450,080
                                                =============    =============

The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-3

<PAGE>

<TABLE>
<CAPTION>


                             MB SOFTWARE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                                             2000            1999
                                                        ------------    -----------
<S>                                                     <C>             <C>

   LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Notes payable                                       $ 1,658,870    $ 1,057,925
     Current maturities of capital leases                      1,494         17,434
     Accounts payable                                        354,803        402,409
     Accrued liabilities                                     500,120        346,639
                                                         -----------    -----------

           Total current liabilities                       2,515,287      1,824,407


LONG-TERM DEBT
     Capital leases                                             --            3,050
                                                         -----------    -----------

           Total liabilities                               2,515,287      1,827,457

SHAREHOLDERS' DEFICIT
     Series A senior cumulative convertible
       participating  preferred stock; $10 par  value;
       340,000    shares  issued and  outstanding  in
       2000 and 1999;  dividends in arrears
       2000 $725,644, 1999 $385,644                        3,400,000      3,400,000
     Undesignated preferred stock; $10 par value;
       660,000 shares authorized; none issued                   --             --
     Common stock;  $.001 par value; 150,000,000
       shares authorized; 70,300,000 and 69,200,000
       shares issued in 2000 and 1999, respectively           70,300         69,200
     Additional paid-in capital                            1,434,431      1,103,005
     Accumulated deficit                                  (6,039,162)    (4,937,543)
     Deferred license and consulting cost, net              (232,466)          --
                                                         -----------    -----------

                                                          (1,366,897)      (365,338)
     Treasury stock, at cost; 408,029 shares                 (12,039)       (12,039)
                                                         -----------    -----------

           Total shareholders' deficit                    (1,378,936)      (377,377)
                                                         -----------    -----------

TOTAL LIABILITIES AND
     SHAREHOLDERS' DEFICIT                               $ 1,136,351    $ 1,450,080
                                                         ===========    ===========
</TABLE>

The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-4


<PAGE>

                             MB SOFTWARE CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                      2000           1999
                                                  -----------    -----------
REVENUES
     Medical fees - net of contractual adjustments
        of $1,338,059 and $1,327,170,
        in 2000 and 1999, respectively            $ 2,290,179    $ 2,104,647
     Service fees and broker income                      --          105,278
     Other                                             14,552         40,586
                                                  -----------    -----------

           Total revenues                           2,304,731      2,250,511

COST OF REVENUES
     Cost of medical clinic fees                    1,512,986      1,422,464
                                                  -----------    -----------

           Gross profit                               791,745        828,047
                                                  -----------    -----------

OPERATING EXPENSES
     Selling, general & administrative              1,747,728      1,600,827
     Depreciation and amortization                     57,995         65,411
                                                  -----------    -----------

           Total operating expenses                 1,805,723      1,666,238
                                                  -----------    -----------

           Loss from operations                    (1,013,978)      (838,191)

OTHER INCOME (EXPENSE)
     Loss on sale of assets                              --           (5,171)
     Interest expense                                (131,998)      (143,984)
     Interest income                                   44,357          6,986
                                                  -----------    -----------

           Total other income (expense)               (87,641)      (142,169)

           Loss before benefit for income taxes    (1,101,619)      (980,360)

BENEFIT FOR INCOME TAXES                                 --         (495,701)
                                                  -----------    -----------

           Loss from continuing operations         (1,101,619)      (484,659)



The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-5

<PAGE>

                             MB SOFTWARE CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (continued)

                                                     2000            1999
                                                ------------    ------------

DISCONTINUED OPERATIONS
        Income from operations, net of tax
           effect 1999 of $30,694                       --            59,581
        Gain on disposal, net of tax
           effect 1999 of $465,007                      --           902,662
                                                ------------    ------------

                                                        --           962,243
                                                ------------    ------------

        Net income (loss)                       ($ 1,101,619)   $    477,584
                                                ============    ============


Loss from continuing operations                 ($ 1,101,619)   ($   484,659)

Plus cumulative preferred stock dividends           (340,000)       (340,000)
                                                ------------    ------------

        Loss available to common shareholders   ($ 1,441,619)   ($   824,659)
                                                ============    ============

BASIC AND DILUTED EARNINGS
      (LOSS) PER SHARE
        Continuing operations                   ($      0.02)   ($      0.01)
        Discontinued operations                         --              0.01
                                                ------------    ------------

                                                ($      0.02)   ($      0.00)
                                                ============    ============

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                           69,275,833      69,116,667
                                                ============    ============


The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-6

<PAGE>
<TABLE>
<CAPTION>


                             MB SOFTWARE CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
                     YEARS ENDED DECEMBER 31, 2000 AND 1999



                                         Series A
                                     Preferred Stock               Common Stock          Additional
                                -------------------------   -------------------------     Paid-in     Accumulated      Deferred
                                   Shares        Amount        Shares        Amount       Capital       Deficit        Service
                                -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                             <C>           <C>           <C>           <C>           <C>           <C>            <C>
BALANCE,
    DECEMBER 31, 1998               340,000   $ 3,400,000    69,100,000   $    69,100   $ 1,101,105   ($5,415,127)   $      --
      Common stock issued              --            --         100,000           100         1,900          --             --
      Net income                       --            --            --            --            --         477,584           --
                                -----------   -----------   -----------   -----------   -----------   -----------    -----------

BALANCE,
    DECEMBER 31, 1999               340,000     3,400,000    69,200,000        69,200     1,103,005    (4,937,543)          --
      Stock issued for
        license and con-
        sulting agreement              --            --       1,100,000         1,100       252,050          --         (253,150)
      Realization of deferred
        license and
        consulting cost                --            --            --            --            --            --           20,684
      Capital contribution
        from sale of
        subsidiary                     --            --            --            --          79,376          --             --
      Net loss                         --            --            --            --            --      (1,101,619)          --
                                -----------   -----------   -----------   -----------   -----------   -----------    -----------

BALANCE,
    DECEMBER 31, 2000               340,000   $ 3,400,000    70,300,000   $    70,300   $ 1,434,431   ($6,039,162)   ($  232,466)
                                ===========   ===========   ===========   ===========   ===========   ===========    ===========

                                  Treasury
                                   Stock
                                -----------

BALANCE,
    DECEMBER 31, 1998           ($   12,039)
      Common stock issued              --
      Net income                       --
                                -----------

BALANCE,
    DECEMBER 31, 1999               (12,039)
      Stock issued for
        license and con-
        sulting agreement              --
      Realization of deferred
        license and
        consulting cost
      Capital contribution
        from sale of
        subsidiary
      Net loss                         --
                                -----------

BALANCE,
    DECEMBER 31, 2000           ($   12,039)
                                ===========

</TABLE>

The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-7

<PAGE>

<TABLE>
<CAPTION>


                             MB SOFTWARE CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                             2000           1999
                                                         -----------    -----------
<S>                                                      <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Loss from continuing operations                     ($1,101,619)   ($  484,659)

     Adjustments to reconcile loss
        from  continuing  operations to net cash
        used in operating activities:

        Impairment allowance                                 192,771           --
        Deferred taxes                                          --         (495,701)
        Depreciation and amortization                         57,995         65,411
        Loss on sale of assets                                  --            5,171
        Deferred license and
           consulting costs recognized                        20,684           --
        Changes in assets and liabilities:
           Accounts receivable                               160,974        161,659
           Prepaid expenses and other                        (21,850)        (1,632)
           Accounts payable and accrued liabilities          211,686         90,944
           Deposits and other assets                            --           57,493
           Employee advances                                 (90,000)          --
                                                         -----------    -----------

              Net cash used in continuing operations        (569,359)      (601,314)

              Net cash used in discontinued operations          --          (26,542)
                                                         -----------    -----------

              Net cash used in operating activities         (569,359)      (627,856)


CASH FLOWS FROM INVESTING ACTIVITIES
     Loans made on notes
        receivable to related party                          (15,050)      (126,433)
     Capital expenditures                                       --          (29,627)
     Proceeds from sale of subsidiary                           --          550,000
                                                         -----------    -----------

              Net cash provided by
                 (used in) investing activities              (15,050)       393,940
</TABLE>

The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-8

<PAGE>

                             MB SOFTWARE CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (continued)


                                                         2000         1999
                                                       ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on borrowings                   (300,400)     (92,254)
     Principal payments on capital leases                (16,559)        --
     Proceeds from loans                                 905,200      146,271
     Proceeds from issuance of common stock                 --          2,000
                                                       ---------    ---------

           Net cash provided by financing activities     588,241       56,017
                                                       ---------    ---------

           Net decrease in cash                            3,832     (177,899)

CASH AND CASH EQUIVALENTS,
     beginning of year                                    26,078      203,977
                                                       ---------    ---------

CASH AND CASH EQUIVALENTS,
     end of year                                       $  29,910    $  26,078
                                                       =========    =========

SUPPLEMENTAL DISCLOSURES
     OF CASH FLOWS INFORMATION
        Cash paid during the year for:

           Interest                                    $  58,998    $ 143,984
                                                       =========    =========

           Taxes                                       $     472    $    --
                                                       =========    =========


SUPPLEMENTAL SCHEDULE OF NONCASH
     INVESTING AND FINANCING ACTIVITIES
        Note receivable from sale of subsidiary        $    --      $ 350,000
        Notes payable settled in sale of subsidiary         --       (900,000)
        Assets disposed in settlement of debt             26,434       66,972
        Debt settled by disposal of assets              (105,811)     (53,579)
        Stock issued for license
           agreement and consulting                      253,150         --
        Note receivable, impaired                        177,721         --

The Notes to Consolidated Financial Statements
  are an intergral part of these statements.                                 F-9


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   ORGANIZATION AND SUMMARY OF
          SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation and Presentation

         The  consolidated  financial  statements  include  the  accounts of the
         Company and its wholly-owned subsidiaries,  Healthcare Innovations, LLC
         (HI) and its subsidiary North Florida Physical Medicine, LLC (NFPM) and
         MB Practice Solutions, LLC. (MBPS).

         All  intercompany  transactions  and balances have been eliminated upon
         consolidation.

     Nature of Operations

         MB Software  Corporation  (the "Company") was incorporated in 1982. The
         focus of the Company has been to provide  practice and cash  management
         services to physicians, dentists and chiropractors.

         In February  1999,  the Company sold its Utah  facilities.  Income from
         discontinued  operations  and gain on sale of  subsidiaries  report the
         results of this sale.

         In June 1999, the Company  discontinued and sold Nevada Multicare,  LLC
         (NVMC),  which operated  healthcare  facilities.  In December 1999, the
         Company  discontinued  and sold MB Software  Solutions,  Inc.  (MBSSI),
         which developed and sold practice management software.

         Effective September 1, 2000, the Company sold its South Florida Medical
         Center  Clinic to a company  wholly  owned by two  shareholders  of the
         Company.  The sale was accomplished by an assumption of net liabilities
         by the related company of  approximately  $79,000.  The net gain on the
         transaction was recorded as a contribution to capital.

         The  Company  now  focuses  on  operating  its   remaining   healthcare
         facilities  currently  in the state of Florida and has entered  into an
         exclusive  license agreement for PatientMed 2000 to sell and distribute
         the internet appliance and utilize it in its own facilities.

                                                                            F-10

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   ORGANIZATION AND SUMMARY OF
          SIGNIFICANT ACCOUNTING POLICIES - continued

     Going Concern Basis

         The financial  statements  have been prepared on a going concern basis,
         which contemplates realization of assets and liquidation of liabilities
         in the  ordinary  course of  business.  The  Company  has  continuously
         incurred losses from operations and has a working capital deficit.  The
         appropriateness  of using the going concern basis is dependent upon the
         Company's ability to obtain additional financing or equity capital and,
         ultimately,  to achieve profitable  operations.  These conditions raise
         substantial doubt about its ability to continue as a going concern. The
         financial  statements do not include any adjustments  that might result
         from the outcome of this uncertainty.

         Management has engaged CyberStreet Capital, Inc. to provide the Company
         with  various  services,   including   business   analysis,   marketing
         strategies  and  assistance  in raising  capital for the  Company.  The
         Company  intends to raise capital in 2001in order to meet its needs for
         the launch and  commercialization  of the Company's  internet appliance
         PatientMed 2000.

     Use of Estimates and Assumptions

         Management  uses  estimates  and  assumptions  in  preparing  financial
         statements in accordance with accounting  principles generally accepted
         in the United States of America. Those estimates and assumptions affect
         the  reported  amounts of assets and  liabilities,  the  disclosure  of
         contingent  assets  and  liabilities,  and the  reported  revenues  and
         expenses. Actual results could vary from the estimates that were used.

     Revenue Recognition

         Revenue  consists  primarily  of  sales  of  the  Company's  healthcare
         services,  which  are  recognized  at the  time  medical  services  are
         rendered.

     Contractual Adjustments and Contractual Allowances

         Medical  clinic  fees  are  reported  net of  contractual  adjustments.
         Contractual  adjustments are  adjustments  made to gross medical clinic
         fees for the amounts  contractually  not billable to third party payors
         and/or adjustments for uncollectible

                                                                            F-11

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   ORGANIZATION AND SUMMARY OF
          SIGNIFICANT ACCOUNTING POLICIES - continued

     Contractual Adjustments and Contractual Allowances - continued

         charges. Management periodically analyzes these adjustments and adjusts
         the  allowances  for  doubtful  accounts  and  contractual   allowances
         accordingly.   Management's  adjustments  for  allowance  for  doubtful
         accounts and contractual  adjustments require significant estimates and
         it is at least  reasonably  possible that these estimates could "change
         in the near term".

     Property and Equipment

         Property and equipment are stated at cost.  Depreciation  for financial
         statement purposes is computed  principally on the straight-line method
         over the estimated useful lives of the related assets ranging from five
         to seven  years.  Maintenance  and  repairs are  expensed as  incurred.
         Replacements and betterments are capitalized.

     Earnings (Loss) Per Common Share and Common Share Equivalents

         Basic earnings (loss) per share is based on the weighted average number
         of shares of common  stock  outstanding  during the  period.  Potential
         common stock consists of convertible preferred stock and stock options.
         In  2000  and  1999,   the  potential   common  stock  was   considered
         anti-dilutive due to the loss from continuing operations.

     Cash and Cash Equivalents

         The Company  considers  all cash on hand and in banks,  demand and time
         deposits,  and all  other  highly  liquid  investments  purchased  with
         maturities of three months or less to be cash equivalents.

     Stock Based Compensation

         The  Company  has  elected  under  the  provisions  of  FASB  No.  123,
         Accounting for Stock Compensation to account for its compensatory stock
         option plan using the intrinsic method as prescribed by APB Opinion No.
         25, Accounting for Stock Issued to Employees.

                                                                            F-12


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   ORGANIZATION AND SUMMARY OF
          SIGNIFICANT ACCOUNTING POLICIES - continued

     Business and Credit Risk Concentrations

         The Company's  medical clinics provide  services to patients located in
         Florida.  These patients are billed at the time services are performed.
         None of the patients are individually significant.

         The  majority of service fee and broker  income with respect to medical
         receivables  are  received  in cash at the time of  completion  of each
         transaction.  Clients are located  throughout  the United  States.  The
         Company no longer  produces  these  revenues after the sale of MBSSI in
         1999.

         Management  evaluates accounts  receivable balances on an ongoing basis
         and  provides   allowances  as  necessary  for  amounts   estimated  to
         eventually  become  uncollectible  or amounts  that are not  subject to
         payment  by  third  party  payors  such  as  insurance  companies.  The
         allowance for  uncollectible  accounts  receivable at December 31, 2000
         and 1999 was $ 1,338,059 and $1,327,170, respectively.

         The Company maintains its cash in bank deposit accounts at high quality
         financial  institutions.  The balances at times,  may exceed  Federally
         insured limits.

     Income Taxes

         The Company  accounts for income taxes in accordance with the asset and
         liability  method.  Deferred  income  tax assets  and  liabilities  are
         computed annually for differences  between the financial  statement and
         tax bases of assets  and  liabilities  that will  result in  taxable or
         deductible  amounts in the future  based on enacted  tax laws and rates
         applicable  to the  periods in which the  differences  are  expected to
         affect  taxable  income.  Valuation  allowances  are  established  when
         necessary to reduce  deferred  tax assets to the amount  expected to be
         realized.  Income tax expense is the tax payable or refundable  for the
         period  plus or minus the  change  during the  period in  deferred  tax
         assets and liabilities.

     Software Development

         The Company was previously  involved in developing  frequency  software
         and hardware to be sold as an integrated system.  After the acquisition
         of Santiago  assets and  liabilities in 1995,  the Company  capitalizes
         software  development  costs after  technological  feasibility has been
         established in accordance with Financial

                                                                            F-13


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   ORGANIZATION AND SUMMARY OF
          SIGNIFICANT ACCOUNTING POLICIES - continued

     Software Development - continued

         Accounting  Standards  Board  Statement  Number 86,  Accounting for the
         Costs of Computer  Software to be Sold,  Leased or Otherwise  Marketed.
         Software  costs are amortized  over the estimated  economic life of the
         software from time that a particular product is completed.

         Software  development  costs incurred in development of medical billing
         software of $193,160 were  capitalized in 1998.  Amortization  of these
         costs  amounted  to  $174,504  during  1999.  The  Company  disposed of
         capitalized  software  development costs in 1999 as part of the sale of
         MBSSI.

     Long-lived Assets

         Long-lived assets and certain  identifiable  intangibles to be held and
         used by the Company are  reviewed  for  impairment  whenever  events or
         changes in circumstances  indicate that the carrying amount of an asset
         may  not  be  recoverable.   The  Company  continuously  evaluates  the
         recoverability  of its long-lived assets based on estimated future cash
         flows and the estimated  liquidation  value of such long-lived  assets,
         and  provides  for  impairment  if such  undiscounted  cash  flows  are
         insufficient to recover the carrying amount of the long-lived assets.

     Financial Instruments

         Financial   instruments  of  the  Company  consist  of  cash,  accounts
         receivable,  notes  receivable,  accounts payable,  notes payable,  and
         other  liabilities.  Recorded values of cash,  receivables and payables
         are carried at amounts that approximate fair values.

                                                                            F-14

<PAGE>

<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2.   PROPERTY AND EQUIPMENT

     Property and  equipment  consists of the following at December 31, 2000 and
     1999:

                                                  2000       1999
                                                 --------   --------

Clinic and office equipment                      $297,463   $297,663
Computer equipment                                 29,773     33,976
Furniture and fixtures                                747        747
                                                 --------   --------

                                                  327,983    332,386
Less accumulated depreciation and amortization    211,856    153,861
                                                 --------   --------

                                                 $116,127   $178,525
                                                 ========   ========

     Depreciation  expense was $57,995 and $65,411 for the years ended  December
     31, 2000 and 1999, respectively.

NOTE 3.   NOTES PAYABLE

     Notes payable consist of the following as of December 31:

                                                                                      2000              1999
                                                                                  -----------       -----------
<S>                                                                               <C>               <C>

         Prime  plus 1%  line of  credit  with a bank,  due on  demand,
         secured by accounts receivable, see below                                $   140,070       $   140,070

         8% note payable to a shareholder, due on demand, unsecured                     2,000             2,000

         10%  note  payable  to  a  company   related   through  common
         ownership, due on demand, unsecured                                          100,000           100,000

         8%  note  payable  to  a   shareholder,   due  July  1,  2001,
         unsecured - related party                                                    300,000           300,000

         8% note payable to a shareholder, due July 1, 2001, unsecured                 12,000            12,000

</TABLE>

                                                                            F-15



<PAGE>

<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.   NOTES PAYABLE - continued

                                                                        2000         1999
                                                                     ----------   ----------
<S>                                                                  <C>          <C>

    10% note  payable to an  investor,  due July 1,
    2001 - related  party                                               500,000      500,000

    10% note  payable to a  shareholder,  due  December  31, 2001,
    unsecured - related party                                           454,800         --

    15% note payable to a financing entity, due
    December 15, 2000, unsecured                                        150,000         --

    7.15% note payable to a bank, retired                                  --          3,855
                                                                                  ----------

                                                                     $1,658,870   $1,057,925
                                                                     ==========   ==========

NOTE 4.   CAPITAL LEASES

     The following is a schedule by year of future  minimum lease payments under
     capital  lease  obligations  together  with  the  present  value of the net
     minimum lease payments as of December 31, 2000:

    Year Ending
    December 31,
    ------------
         2001                                                                     $    1,585
                                                                                  ----------

    Net minimum lease payments                                                         1,585
    Less amount representing interest                                                     91
                                                                                  ----------

    Present value of net minimum lease payments                                        1,494
    Current maturities of capital lease obligations                                    1,494
                                                                                  ----------

    Capital lease obligations, less current maturities                            $     --
                                                                                  ==========

</TABLE>

                                                                            F-16

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.   PREFERRED STOCK

     The Series A Senior Cumulative  Convertible  Participating  Preferred Stock
     ("Series A Stock") is entitled to receive  cash  dividends  of $1 per share
     per annum accruing from the date of issuance. Such dividends are cumulative
     and must be paid before any dividends can be paid on the common stock.  The
     Series A Stock is  convertible  into  common  stock,  at the  option of the
     holders,  into a maximum of 29,267,324 shares of common stock upon: (a) the
     sale of  substantially  all of the assets of the  Company;  (b) a change in
     control of the Company;  (c) the dissolution of the Company; or (d) October
     1, 2000.  If the Series A Stock is not  converted  into  common  stock,  it
     becomes  redeemable  at the option of the holder any time after  October 1,
     2000 at a  redemption  price of $10 per share.  Should the Company  fail to
     redeem  any share of the Series A Stock  after a  redemption  request,  the
     Series A  stockholders  shall  have the  right to elect a  majority  of the
     Company's  board of  directors  and the Company  shall pay  interest on the
     redemption price at the rate of prime plus 5% until actually  redeemed.  At
     December 31, 2000 and 1999,  dividends  in arrears on  preferred  stock was
     $725,644 and $385,644, respectively.

     In January 2001,  the Company and the Series A  stockholder  entered into a
     Repurchase Option Agreement which provides the Company the option to redeem
     the shares of  preferred  stock for a  purchase  price of  $3,400,000  plus
     accrued dividends until June 30, 2001.

NOTE 6.   INCOME TAXES

     The components of tax expense are as follows:

                                  2000        1999
                                ---------   ---------

          Current                $   --      $    --
          Deferred              (    -- )   ( 495,701)
                                ---------   ---------

                                 $   --     ($495,701)
                                =========   =========

     A reconciliation of the expected federal income tax expense (benefit) based
     on the U.S.  Corporate  income tax rate of 34% to actual expense  (benefit)
     for 2000 and 1999 is as follows:

                                                           2000         1999
                                                        -----------  -----------

       Expected federal income tax provision (benefit)  ($ 374,550)  ($ 333,322)
       State income taxes                                    -            -
       Valuation allowance and other                       374,550        -
       Utilization of net operating loss                (    -    )  (  162,379)
                                                        -----------  -----------

                                                        ($   -    )  ($ 495,701)
                                                        ===========  ===========

                                                                            F-17


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6.   INCOME TAXES - continued

     Deferred tax assets and liabilities as of December 31, 2000 and 1999 are as
follows:

                                             2000               1999
                                          ----------         ----------

Current deferred tax asset                $  380,334         $  279,715
Valuation allowance for
     current deferred tax asset           (  380,334)        (  279,715)
                                          ----------         ----------

Net current deferred tax asset            $     --           $     --
                                          ==========         ==========

Non-current deferred tax asset            $2,276,255         $1,509,316
Valuation allowance for
     non-current deferred tax asset      ( 2,276,255)       ( 1,509,316)
                                          ----------         ----------

Net non-current deferred tax asset        $     --           $     --
                                          ==========         ==========

     At December 31, 2000,  the current  deferred tax asset results from reserve
     for accounts  receivable  which is not  deductible  for tax purposes  until
     actually  written off. The non-current  deferred tax asset results from the
     deferred  tax  benefit  of  net  operating  losses.  The  net  current  and
     non-current  deferred tax assets have a 100%  valuation  allowance,  as the
     ability of the Company to generate  sufficient taxable income in the future
     is not certain. The net change in the valuation allowance for 2000 and 1999
     was $867,558 and  ($584,454),  respectively.  The beginning  1999 valuation
     allowance  was adjusted  $162,379 for the benefit of net  operating  losses
     utilized in 1999.

     MB generated  net  operating  losses for  financial  reporting  and Federal
     income tax reporting  prior to its  reorganization  in 1993. As of December
     31,  2000,  subject to  limitations  under  Internal  Revenue  Code ss.382,
     approximately  $469,000 of these net operating losses are available for use
     after the reorganization.  These net operating losses expire in 2008 if not
     previously  utilized.  The net operating loss carry forward at December 31,
     2000 is  approximately  $6,695,000 and will begin to expire in 2008, if not
     previously utilized.

                                                                            F-18


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7.   COMMITMENTS

     The  Company  has  non-cancelable  leases for office  space and  equipment.
     Future minimum  payments under these leases and other  equipment  operating
     leases are payable as follows:

         Year Ended
         December 31,
         ------------
              2001                                            $   245,841
              2002                                                228,119
              2003                                                 61,004
                                                              -----------
                                                              $   534,964
                                                              ===========

     Lease and rent expense under  non-cancelable  operating leases for 2000 and
     1999 were $394,449 and $423,923, respectively.

     Effective  July 20, 2000,  the Company  entered  into an Exclusive  License
     Agreement with Screen PhoneNet, Inc. (ScreenPhone). Pursuant to the License
     Agreement,  ScreenPhone  granted  the  Company  exclusive  rights  to sell,
     distribute,  sublicense  and use its Internet  access  screen phones system
     known as PatientMED 2000. As consideration for this agreement,  the Company
     will be  required  to pay a  licensing  fee as  defined  in the  agreement,
     subject to minimum purchase commitments.  The purchase commitment calls for
     6,100 units through calendar 2002 and 10,000 units per year through 2010 at
     the wholesale price, which is currently $420 per unit.

NOTE 8.   LEGAL PROCEEDINGS

     Effective April 2, 2000, the Company settled  litigation  pertaining to the
     Company,  Scott A. Haire and MB Healthcare  Management,  Inc.  ("MBHM"),  a
     former  Company  subsidiary.  MBHM  merged  with  a  corporation,   and  in
     connection  with the  transaction,  MBHM filed suit against the corporation
     and related  individuals.  The corporation and related  individuals filed a
     counterclaim  against MBHM, the Company, and Scott A. Haire. As part of the
     settlement,  all  outstanding  shares of MBHM were  conveyed  to one of the
     related individuals.  In exchange,  the Company received a cash payment and
     return of  Company  stock that was  transferred  in  settlement  of related
     liabilities.

     In addition, the Company is involved in various lawsuits and claims arising
     in the normal course of business. Management believes it has valid defenses
     in these cases

                                                                            F-19

<PAGE>

<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8.   LEGAL PROCEEDINGS - continued

     and is defending them vigorously. While the results of litigation cannot be
     predicted with certainty,  management  believes adequate reserves have been
     provided  for claims that have at least a reasonable  possibility  for loss
     and has not  provided a reserve  on those for which an  adverse  outcome is
     remote.

NOTE 9.   STOCK OPTIONS

     Effective May 5, 1994, the Board of Directors  approved an Incentive  Stock
     Option Plan ("Plan") for key executives and employees.

     A summary of changes in the Company's  incentive stock options issued under
     the Plan and other compensatory options follows:

                                                                   Other
                                          Plan Options      Compensatory Options  Combined Total
                                      -------------------   --------------------  --------------
                                                 Weighted               Weighted
                                                  Average                Average
                                                 Exercise               Exercise
                                       Options    Price      Options     Price        Options
                                      ---------  --------   ---------   --------     ---------
<S>                                   <C>        <C>        <C>         <C>          <C>

         Outstanding at 12/31/98      1,550,000  $    .09   3,450,000   $    .22     5,000,000

         Granted  -                        -          -          -           -            -
         Exercised                         -          -          -           -            -
         Forfeited                         -          -          -           -            -
                                      ---------             ---------                ---------

         Outstanding at 12/31/99      1,550,000  $    .09   3,450,000        .22     5,000,000

         Granted  -                        -          -          -           -
         Exercised                         -          -          -           -            -
         Forfeited                    ( 500,000)      .09  (3,450,000)       .22    (3,550,000)
                                      ---------             ---------                ---------

         Outstanding at 12/31/00      1,050,000  $    .15        -      $    -       1,050,000
                                      =========             =========                =========

</TABLE>

     There were no options issued during 2000 or 1999.

     All of the 1,050,000  outstanding  incentive stock options are fully vested
     at December 31, 2000, and the weighted average  remaining  contractual life
     is .70 years.

                                                                            F-20


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10.   DISCONTINUED OPERATIONS

     On June 30, 1999 and October 31, 1999, the Company  entered into agreements
     to  sell  its   ownerships  in  Nevada   Multicare,   LLC(NVMC)  (a  Nevada
     corporation)   and  MB   Software   Solutions,   Inc.   (MBSSI)  (a  Nevada
     corporation),  respectively. Accordingly, the operating results of NVMC and
     MBSSI have been  segregated  from  continuing  operations and reported as a
     separate line item on the statement of operations.

     Operating results from discontinued operations are as follows:

                                                                        1999
                                                                   ------------
         Revenues:
              Medical fees                                         $     80,284
              Software and maintenance fees                             230,407
                                                                   ------------

                                                                        310,691
              Cost of medical                                     (      53,755)
              Costs of software and maintenance fees              (      40,520)
              Selling, general and administrative                 (     124,257)
                                                                   ------------

              Income (loss) from operations                              92,159
              Other expense                                               1,884
                                                                   ------------
         Income from discontinued operations                       $     90,275
                                                                   ============

     Proceeds  on the  disposal  NVMC and MBSSI were  $300,000  and  $1,500,000,
     respectively.

NOTE 11.   BUSINESS SEGMENT INFORMATION

     As  result  of the  discontinued  operations  of MB  Nevada  (NVMC)  and MB
     Software Solutions (MBSSI) the Company's  continuing  operations are in one
     business segment.

NOTE 12.   RELATED PARTY TRANSACTIONS

     In November 1999, the Company  entered into an exchange  agreement  between
     Scott A.  Haire,  chairman,  president,  and  director  of the  Company and
     Consolidated National Corp. (CNC).  Pursuant to the agreement,  the Company
     transferred  all of the common  stock of its wholly  owned  subsidiary,  MB
     Software Solutions Inc. (MBSSI) in

                                                                            F-21


<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12.   RELATED PARTY TRANSACTIONS - continued

     exchange  for all of the  outstanding  common  stock of  MedEWay.com,  Inc.
     (MedEWay).  Simultaneous with this transfer, the Company transferred all of
     the  common  stock  of  MedEWay  to  Mr.  Haire  and  CNC in  exchange  for
     consideration  of  $1,500,000.  Additionally,  MedEWay  issued the  Company
     warrants  to  purchase 5% of the  outstanding  common  stock of MedEWay for
     $0.001 per share  exercisable only upon the initial public offering or sale
     of MedEWay.  No value has been  assigned or recorded by the Company for the
     MedEWay stock warrants. As part of the exchange agreement,  the Company has
     agreed to provide use of facilities  and other  resources for which MedEWay
     and MBSSI will  reimburse  the  Company at cost.  The  Company  provided no
     significant resources during the years ended December 31, 2000 or 1999.

     Note  receivable  shareholder  consists of a note from Scott A. Haire dated
     November  1, 1999 for the  original  principal  sum of  $350,000.  Interest
     accrues  at an annual  rate of 8%.  Interest  income  for the  years  ended
     December  31, 2000 and 1999 was $28,000 and $2,333 of which at December 31,
     $19,513 and $-0- was accrued, respectively.

     Employee  advance at December 31, 2000 for $90,000  accrued no interest and
     has no stated  maturity.  Included in notes receivable at December 31, 1999
     is $177,721 due directly or indirectly from an employee of the Company.  As
     of December 31, 2000, it became  apparent these notes,  including  interest
     accrued during 2000 of $15,050, were impaired and, as a result,  management
     has provided an impairment allowance of $192,771.

     The Company has various  notes  payable to  shareholders  and other related
     parties.  The notes and  various  terms  are  identified  in Note 3 - Notes
     Payable.  Interest  expense  incurred under related party notes payable for
     the years ended  December  31, 2000 and 1999 were  $109,444  and  $122,777,
     respectively.  Accrued  interest at December 31, 2000 and 1999 was $248,813
     and $175,816, respectively.

     The  Company   provides  limited   administrative   services  to  companies
     affiliated through common ownership of Company shareholders.

                                                                            F-22