U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  For the quarterly period ended: June 30, 1999

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION



          Colorado                                           59-2219994
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                      2225 E. Randol Mill Road - Suite 305
                           Arlington, Texas 76011-6306
                                 (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 BULLENTIN BOARD

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for 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.
                                    Yes   [X]               No   [ ]


Check whether the  registrant  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.
                                    Yes   [X]               No   [ ]


As of July 30, 1999,  68,691,971  shares of the Issuer's  $.001 par value common
stock were outstanding.

Transitional Small Business Disclosure Format
                                    Yes  [ ]                No  [X]





<PAGE>


<TABLE>
<CAPTION>

                             MB SOFTWARE CORPORATION

                                   Form 10-QSB

                           Quarter Ended June 30, 1999


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                             PAGE NUMBER
<S>                                                                             <C>

         Item 1  -  Financial Statements

              Consolidated Balance Sheet
              June 30, 1999 (Unaudited) and December 31, 1998 (Audited)         3-4

              Consolidated Statements of Operations -
              for the Three Months ended June 30, 1999 (unaudited) and
              December 31, 1998 (Audited)                                       5

              Consolidated Statements of Cash Flows
              for the Three Months ended June 30, 1999 (unaudited) and
              December 31, 1998 (Audited)

              Notes to Consolidated Financial Statements                        8

         Item 2  -  Management's Discussion
         and Analysis of Financial Condition and
         Results of Operations                                                8-9-10

PART II-OTHER INFORMATION


         Item 5  -  Other Information                                           10

         Item 6  -  Exhibits, Financial Statement Schedules
         AND rEPORTS ON fORM 8-K                                                10


SIGNATURES                                                                      10











                                       2

<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                        June 30,    December 31,
                                                          1999        1998
                                                       ----------   ------------
                                                       (Unaudited)

CURRENT ASSETS
   Cash                                                $  257,022   $  188,797
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts and
           contractual adjustments of $631,861 and
           $1,810,887 in 1999 and 1998, respectively      605,625    1,003,126
   Notes receivable                                       229,325       51,288
   Prepaid expenses                                         4,000        4,200
                                                       ----------   ----------

              TOTAL CURRENT ASSETS                      1,095,972    1,247,411
                                                       ----------   ----------

PROPERTY AND EQUIPMENT, NET                               379,938      396,022
                                                       ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization              207,702      316,806
   Software development costs, net of accumulated
       amortization                                          --        169,376
   Deposits and other assets                               74,596       73,036
                                                       ----------   ----------

              TOTAL OTHER ASSETS                          282,298      559,218
                                                       ----------   ----------

                                                       $1,758,208   $2,202,651
                                                       ==========   ==========


</TABLE>







                                   (Continued)

                                       3

<PAGE>

<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                         June 30,     December 31,
                                                          1999           1998
                                                       -----------    ------------
                                                       (Unaudited)
<S>                                                    <C>            <C>

CURRENT LIABILITIES
   Notes payable
       Related parties                                 $      --      $      --
       Other                                               163,716        303,946
   Current maturities of long-term debt
       Related parties                                        --             --
       Other                                                34,968         54,965
   Accounts payable                                        311,088        483,074
   Accrued liabilities                                     260,018        400,004
   Deferred revenues                                        44,901         57,423
                                                       -----------    -----------

              TOTAL CURRENT LIABILITIES                    814,619      1,299,412

LONG-TERM DEBT, NET OF CURRENT
   MATURITIES
       Related parties                                     933,808        933,808
       Other                                               921,611        741,392

PREFERRED STOCK DIVIDENDS PAYABLE                          215,644         85,000
                                                       -----------    -----------

              TOTAL LIABILITIES                          2,885,754      3,059,612
                                                       -----------    -----------

SHAREHOLDERS' DEFICIT
   Series A senior cumulative convertible
       participating preferred stock; $10 par value;
       340,000 shares issued and outstanding in 1998     3,400,000      3,400,000
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 69,100,000 shares issued                 69,100         69,100
   Additional paid-in capital                            1,101,105      1,101,105
   Accumulated deficit                                  (5,415,127)    (5,415,127)
   Net Earnings                                           (270,525)
   Treasury stock, at cost; 408,029 shares                 (12,039)       (12,039)
                                                       -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT               (1,127,546)      (856,961)
                                                       -----------    -----------

                                                       $ 1,758,208    $ 2,202,651
                                                       ===========    ===========

</TABLE>


                                       4


<PAGE>


<TABLE>
<CAPTION>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS



                                               Three Months Ended             Six Months Ended
                                                    June 30                         June 30
                                         ---------------------------     ----------------------------
                                              1999            1998           1999            1998
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>

Medical Activities:
       Revenue                           $    904,266    $    996,131    $  1,729,516    $  1,653,204
      Contractual Allowance                   319,287               -         631,861               -
                                         ------------    ------------    ------------    ------------
                Net Revenues                  584,979         996,131       1,097,655       1,653,204

      Cost of Revenue                         310,317         694,187         642,383       1,310,431
                                         ------------    ------------    ------------    ------------
               Gross Profit                   274,662         301,944         455,272         342,773

Service Fees                                    5,056         177,751          91,796         342,667
                                         ------------    ------------    ------------    ------------

Software Activities:
    Gross Revenue                              71,488          97,896         132,158         260,204
    Cost of Revenue                            16,835               -          18,753          14,427
                                         ------------    ------------    ------------    ------------
            Gross Profit                       54,653          97,896         113,406         245,777


Gross Profit                                  334,371         577,591         660,473         931,217
                                         ------------    ------------    ------------    ------------

Operating Expenses:
   Selling, General and Administrative        388,598         426,223         734,633         946,279
    Bad Debt Expense, Other General
   and Administrative

   Depreciation and Amortization               40,265          93,707         108,727         182,257
                                         ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSE                       428,863         519,930         843,360       1,128,536

  Interest Expense and Other                   22,135          10,254          58,261          56,436
      Income and Expenses                      (2,223)              -          (5,987)              -
                                         ------------    ------------    ------------    ------------
TOTAL OTHER EXPENSE                            19,911          10,254          52,274          56,436

  Income Tax Expense                                -
Net (Loss) on Operations                     (114,403)         47,407        (235,161)       (253,755)
                                         ------------    ------------    ------------    ------------

PREFERRED STOCK DIVIDENDS                      85,000               -         170,000               -
                                         ------------    ------------    ------------    ------------

DISCONTINUED OPERATIONS
  Gain (Loss) Discontinued Operation          (37,868)        (53,581)        (28,255)        (59,486)
  Gain on Discontinued Operation              134,636               -         134,636               -
                                         ------------    ------------    ------------    ------------
TOTAL GAIN ON DISCONTINUED                     96,768         (53,581)        106,381         (59,486)

OPERATION

MINORITY INTEREST                                   -           8,537               -         169,554
                                         ------------    ------------    ------------    ------------

    NET INCOME (LOSS)                    $   (102,635)   $      2,363    $   (298,780)   $   (143,687)
                                         ============    ============    ============    ============

INCOME PER WEIGHTED
AVERAGE COMMON SHARE                     $       .000    $       .000    $       .000    $    .(002)
                                         ============    ============    ============    ============

WEIGHTEDAVERAGE COMMON
SHARES OUTSTANDING                         68,580,000      68,670,000      68,580,000      68,631,428
                                         ============    ============    ============    ============

</TABLE>

                                        5

<PAGE>

<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                 JUNE 30,
                                                                           1999          1998
                                                                       ------------    -----------
<S>                                                                    <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss before discontinued operations                            $  (270,525)   $(3,723,057)
    Adjustments to reconcile net (loss) to net
    cash used by operating activities:
          Depreciation and amortization                                    108,727      1,502,083
          (Gain) loss on sale of assets                                   (134,636)        43,994
          Common stock issued for services                                  60,000
          Minority interest in loss                                       (548,623)
          Change in allowance for doubtful accounts                       (905,748)     1,950,626
      Changes in assets and liabilities:
         (Increase) decrease in accounts receivable                      1,072,927       (866,118)
         Decrease in notes receivable                                       51,288          8,040
         Decrease in prepaid expenses and other                                200          4,348
         Increase in deposits                                              (21,454)        (4,132)
         Increase (decrease) in accounts payable/accrued liabilities        (6,340)       109,783
         Decrease in deferred revenues                                     (12,520)       (51,233)
                                                                       -----------     ----------

          NET CASH USED BY CONTINUING OPERATIONS                          (118,081)    (1,514,289)
                                                                       -----------     ----------

         NET CASH PROVIDED (USED) BY
                                DISCONTINUED OPERATIONS                     (8,824)        67,755
                                                                       -----------     ----------

          NET CASH USED BY OPERATING ACTIVITIES                           (126,906)    (1,446,534)
                                                                       -----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                                     (9,850)      (111,945)
    Organizational costs                                                    (1,224)             -
    Proceeds from sale of business segment                                 300,000              -
    Proceeds from sale of equipment                                              -            750
                                                                       -----------     ----------

     NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                      288,926       (111,195)
                                                                       -----------     ----------

</TABLE>


                                   CONTINUED

                                       6



<PAGE>

<TABLE>
<CAPTION>


                MB SOFTWARE CORPORATION AND SUBSIDILARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)



                                                                           JUNE 30,
                                                                     1999           1998
                                                                 -----------    -----------
<S>                                                              <C>            <C>

CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on notes payable
         Related parties                                         $         -    $  (895,000)
         Other                                                      (137,441)      (220,035)
     Proceeds from notes payable
         Related parties                                              10,000      1,900,000
         Other                                                        33,646        238,826
     Proceeds from common stock issuance                                   -          6,000
                                                                 -----------    -----------

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                     (93,795)     1,029,791
                                                                 -----------    -----------

                        INCREASE (DECREASE) IN CASH                   68,225       (527,938)

Cash balance at beginning of period                                  188,797        716,735
                                                                 -----------    -----------

                        CASH BALANCE AT END OF PERIOD            $   257,022    $   188,797
                                                                 ===========    ===========

SUPPLEMENTAL INFORMATION
     Cash paid during the period for interest                    $    81,363    $   260,516
                                                                 ===========    ===========

SUPPLEMENTAL SCHEDULE OF NONCASH
     INVESTING AND FINANCING ACTIVITIES
     Preferred stock issued for minority interest                $         -    $ 2,000,000
     Minority interest acquired                                            -     (1,083,079)
     Preferred stock issued to satisfy note payable                        -      1,400,000
     Conversion of note payable to prefrred stockrelated party             -     (1,400,000)
     Goodwill on acquisition of minority interest                          -       (916,921)
     Sale of software for note receivable                                  -        230,982
     Note receivable from software sale                                    -       (230,982)
                                                                 -----------    -----------


                                                                 $         -    $         -
                                                                 -----------    -----------

</TABLE>

                                       7

<PAGE>


NOTE 1: BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulation  S-X.  They do not  include  all  information  and notes  required by
generally  accepted  accounting  principles for complete  financial  statements.
However,  except  as  disclosed,  there  has  been  no  material  change  in the
information disclosed in the notes to consolidated financial statements included
in the Annual  Report on Form  10-KSB of MB  Software  Corporation  for the year
ended  December  31,  1998.  In  the  opinion  of  management,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three month period
ended June 30, 1999, are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 1999.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

General

During the second  quarter of 1999,  MB  Software  Corporation  (the  "Company")
continued  operations of its Florida healthcare  clinics,  promoted sales of its
medical practice  management software and pursued development of Internet- based
health care services.

The health  care  division of the Company  continued  to focus on  Company-owned
physician practices in Florida. Florida law, as opposed to the law of many other
states, permits the corporate practice of medicine of the type engaged in by the
Company. As a result, the Company opened a fourth clinic in Lauderhill,  Florida
in July 1999. Similarly, the Company sold its chiropractic clinic in Nevada. All
clinics are now Company-owed and located in Florida.

The  software  division  of the  Company  focused  on new  product  development,
including online services for the health care industry.  MB Software  Solutions,
Inc.,  (MBSSI),  a subsidiary of the Company,  has  developed an  Internet-based
product that can operate  independently  or in conjunction with MBSSI's practice
management software patient verification and patient validation services.  MBSSI
has entered into an agreement with  NetVitality,  Inc., a Stone Capital Company,
that will accommodate the communication portion of the Internet verification and
validation services. The new services are described on the corporate web page at
MBSSI.com.

The following  summarizes the results of operations for the  three-month and the
six-month period ended June 30, 1999 and 1998.

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998
-----------------------------------------------------------------------------

Revenue from medical activities  decreased 9.4% to $904,266 for the three-months
ended June 30, 1999,  compared to $996,131 for the  three-months  ended June 30,
1998.  This modest  decrease is  attributable to the termination of the Utah and
Nevada clinics.

A contractual  allowance  adjustment  was made in the amount of $319,287 for the
second quarter of 1999. In the first six months of 1999, the Company  identified
numerous  slow-paying  receivables  that, due to changing  conditions,  required
reductions  in their  realizable  amounts.  The  majority  of these  receivables
pre-dated 1999.
The amounts have been recorded in the contractual adjustment of $319,287.

The cost of medical  revenues  decreased 55.29% to $310,317 for the three months
ended June 30,  1999,  compared to $694,187  for the three months ended June 30,
1998. This significant  decrease is applicable to increased  efficiencies in the
operation  of the  clinics,  the  sale  of  Utah  and  Nevada  clinics  and  the
termination of practice management arrangements.

The gross  profits from medical  activities  decreased  9.0% to $274,662 for the
three months  ended June 30, 1999,  as compared to $301,944 for the three months
ended June 30, 1998.  This 9.0% decrease in gross profits is in accordance  with
the 9.4%  decrease in medical  revenue  with each  decrease  reflecting  reduced
patient charges resulting from the sale of the Utah and Nevada clinics.

                                       8

<PAGE>


The service fees for the second quarter of 1999, decreased 97.15% to $5,056 from
$177,751  for the second  quarter  ending June 1998.  Service fees are earned in
connection with practice management agreements. The reduction in the service fee
amount  reflects  the  Company's  decision  to  eliminate  practice   management
arrangements in favor of Company-owned practices.

In the quarter  ending June 30,  1999,  gross  profit from  software  activities
decreased 44.17% to $54,653 for $97,896 for the second quarter ending June 1998.
The revenue  reduction  is  applicable  to reduced  technical  support  fees and
reduced  software  sales.  The  Company  has  continued  to  dedicate  available
resources to research and  development  for new products as opposed to sales and
marketing of existing software.

The Company's gross profit for the second quarter  decreased  42.10% to $334,371
for the second  quarter ended June 30, 1999 from $577,591 for the second quarter
ending June 1998.  The gross  profit  decrease is  substantially  related to the
reduction  for  reduced  service  fees  as well as the  revenue  reductions  for
software activities.

The Company's selling, general and administrative expenses decreased by 8.82% to
$388,598  for the three  months  ended June 30, 1999 as compared to $426,223 for
the  second  quarter  ending  June 30,  1998.  This  decrease  reflects  savings
resulting from the termination of certain operations.

The net loss on  operations  was  $114,403 for the three month period ended June
30, 1999 representing a 141.32%  difference  compared to a profit of $47,407 for
the three  months ended June 30, 1998.  The loss is  primarily  attributable  to
reduction  in  service  fees,  software  sales and  reductions  for  contractual
allowance.

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
-------------------------------------------------------------------------

The net medical revenues decreased 33.60% to $1,097,655 for the six-month period
ended June 30, 1999,  compared to $1,653,204 for the six-month period ended June
30, 1998.  The decrease is applicable  to the  divestment of the Nevada and Utah
clinics.

The cost of medical  revenue  decreased  50.97% to  $642,383  for the  six-month
period ended June 30, 1999, as compared to $1,310,431  for the six-month  period
ended June 30, 1998.  The decrease is applicable to the divestment of the Nevada
and Utah clinics as well as the termination of practice-management arrangements.

Gross profit  decreased to $660,473 for the second  quarter ended June 30, 1999,
compared to $931,217 for the second quarter ended June 30, 1998. The decrease in
gross profit is mainly  attributable  to the reductions in software  revenue and
reduces service fees.

The Company's selling,  general and administrative  expenses decreased by 22.57%
to $734,633 for the second  quarter ending June 30, 1999 as compared to $946,279
for the second  quarter  ending June 30, 1998.  This decrease  reflects  savings
resulting  from the  termination of certain  operations  together with increased
operational efficiency.

Net operating  loss decreased  7.32% to $235,161 for the six-month  period ended
June 30, 1999, as compared to $253,755 for the  six-month  period ended June 30,
1998. The loss is primarily  attributable  to the reduction in software  revenue
and service fees.

Gain on discontinued  operations was $134,636 from the sale of the  chiropractic
clinic in Nevada.

Liquidity and Capital Resources
-------------------------------

The  Company's  operations  used  $118,081 of cash during the three months ended
June 30, 1999  compared to a use of cash of $841,775 for the quarter  ended June
30, 1998.

As of June 30,  1999,  the  Company had working  capital of  $281,353,  which is
143.9%,  increase over the June 30, 1998 working capital of ($640,276).  At June
30, 1999, the Company had cash of $257,022.  To increase its cash position,  the
Company  plans  on  out-sourcing  the  collection   efforts  for  a  portion  of
significantly     delinquent    Florida    receivables    in    a    multi-party
financing/collections arrangement.

                                       9

<PAGE>


In the three  months ended June 30, 1999,  the Company  expended  $9,850 for the
purchase of equipment.  The Company does not  anticipate  any major  purchase of
equipment for the remaining six (6) months of 1999.





PART II  - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION
         None


ITEM 6.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
              AND REPORTS ON FORM 8-K

Exhibits - All exhibits are  incorporated  by reference  from prior filings with
           the Commission.

Financial Statements - See Item 1 for financial statements filed with this
                       report.


Reports on Form 8-K  - None


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

                                   SIGNATURES


In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                             MB SOFTWARE CORPORATION



Date: August 12, 1999            /s/ Scott A. Haire
                             ----------------------
                             Scott A.  Haire, Chairman of the Board,
                             Chief Executive Officer and President
                             (Principal Financial Officer)