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

                               
                                  FORM 10-QSB/A


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

                 For the quarterly period ended: March 31, 1997

[ ] 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


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 [ ] No [ X ]


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 December  31,  1997,  67,885,000  shares of the  Issuer's  $.001 par value
common stock were outstanding.

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







<PAGE>

                             MB SOFTWARE CORPORATION

                                   Form 10-QSB

                          Quarter Ended March 31, 1997


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                     PAGE NUMBER

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                March 31, 1996 (Unaudited)                               F-1

                Consolidated Statements of Operations  -
                for the Three Months ended March 31, 1997
                (Unaudited)                                              F-3

                Consolidated Statements of Cash Flows
                for the Three Months ended March 31, 1997
                (Unaudited)                                              F-4

                Notes to Consolidated Financial Statements               F-6

           Item 2  -  Management's Discussion
           and Analysis of Financial Condition and
           Results of Operations                                          F-7

PART II - OTHER  INFORMATION


           Item 5  -  Other Information                                   3


           Item 6  -  Exhibits, Financial Statement Schedules
           and Reports on Form 8-K                                        3

SIGNATURES                                                                3










                                       2

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                     March 31,   December 31,
                                                       1997         1996
                                                    -----------  ----------
                                                    (Unaudited)

CURRENT ASSETS
   Cash                                             $  297,212   $  196,653
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts of
           $103,725 in 1997                            483,018         --
       Trade accounts receivable, net of
           allowance for doubtful accounts of
           $33,487 and $33,487, respectively         1,694,750      311,965
   Notes receivable - current portion                    5,000       10,000
   Prepaid expenses and other                           20,133       19,883
                                                    ----------   ----------

              TOTAL CURRENT ASSETS                   2,500,113      538,501
                                                    ----------   ----------

PROPERTY AND EQUIPMENT, NET                            299,250       63,349
                                                    ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization           856,972      850,109
   Software development costs, net of accumulated
       amortization                                    428,161      394,240
   Deposits and other assets                            18,645       18,488
                                                    ----------   ----------

              TOTAL OTHER ASSETS                     1,303,778    1,262,837
                                                    ----------   ----------

                                                    $4,103,141   $1,864,687
                                                    ==========   ==========











                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                   (Continued)
                                       F-1


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                      March 31,    December 31,
                                                       1997            1996
                                                    -----------    ------------
                                                    (Unaudited)

CURRENT LIABILITIES
   Notes payable                                     $ 2,323,592    $   209,123
   Current maturities of long-term debt                   31,208         32,906
   Accounts payable                                      250,899        149,741
   Accrued liabilities                                   134,742        101,382
   Other liabilities - related party                     149,000        179,000
   Deferred revenues                                     122,983        159,026
                                                     -----------    -----------

              TOTAL CURRENT LIABILITIES                3,012,424        831,178

LONG-TERM LIABILITIES
   Long-term debt, net of current maturities           1,348,932      1,283,808
   Other liabilities                                      40,000         40,000
                                                     -----------    -----------

              TOTAL LIABILITIES                        4,401,356      2,154,986
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES                               --             --

SHAREHOLDERS' DEFICIT
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 67,885,000 shares issued               67,885         67,885
   Additional paid-in capital                            810,322        810,322
   Accumulated deficit                                (1,164,383)    (1,156,467)
   Treasury stock, at cost; 409,577 shares               (12,039)       (12,039)
                                                     -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT               (298,215)      (290,299)
                                                     -----------    -----------

                                                     $ 4,103,141    $ 1,864,687
                                                     ===========    ===========









                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                       F-2


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                              Three Months Ended
                                         ----------------------------
                                           March 31,       March 31, 
                                              1997            1996    
                                         ------------    ------------ 
REVENUES
   Medical income                        $    532,647    $       --
   Service fee and broker income                 --             1,816
   Software & maintenance sales               416,264         603,099
   Other income                                17,853          30,008
                                         ------------    ------------

           TOTAL REVENUES                     966,764         634,923
                                         ------------    ------------

COST OF REVENUES
   Cost of software and maintenance            96,788         102,839
   Cost of medical services                   307,466            --
                                         ------------    ------------

           TOTAL COST OF REVENUES             404,254         102,839
                                         ------------    ------------

              GROSS PROFIT                    562,510         532,084
                                         ------------    ------------

OPERATING EXPENSES
   Selling, general and administrative        446,801         429,839
   Depreciation and amortization               72,119           5,616
                                         ------------    ------------

           TOTAL OPERATING EXPENSES           518,920         435,455
                                         ------------    ------------

              INCOME FROM OPERATIONS           43,590          96,629

OTHER INCOME (EXPENSES)
   Interest expense                           (51,508)         (1,038)
   Other                                         --            (2,211)
                                         ------------    ------------

              NET (LOSS) INCOME          $     (7,918)   $     93,379
                                         ============    ============

INCOME PER WEIGHTED AVERAGE
   COMMON SHARE                          $       --      $       --
                                         ============    ============

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                             67,885,000      49,815,000
                                         ============    ============





                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                       F-3


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                         Three Months Ended
                                                        March 31,   March 31, 
                                                           1997        1996  
                                                       ----------   ---------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                   $  (7,918)   $  93,379
   Adjustments to reconcile net (loss) income to net
       cash used by operating activities:
           Depreciation and amortization                  72,119        5,616
   Changes in assets and liabilities:
           Trade accounts receivable                     (59,300)     (61,793)
           Notes receivable                                5,000         --
           Prepaid expenses and other                       (250)        --
           Deposits                                         (154)        (700)
           Accounts payable and accrued liabilities      (88,498)     (72,345)
           Other liabilities                             (30,000)     350,033
           Deferred revenues                             (36,045)      48,722
           Other                                            --          1,034
                                                       ---------    ---------
                      NET CASH (USED) PROVIDED BY
                          OPERATING ACTIVITIES          (145,046)     363,946
                                                       ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                  (125,955)      (4,725)
   Software development costs capitalized                (61,725)     (38,279)
   Change in notes receivable                               --         (9,000)
                                                       ---------    ---------
                      NET CASH (USED) BY
                          INVESTING ACTIVITIES          (187,680)     (52,004)
                                                       ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                  (443,113)    (159,246)
   Proceeds from notes payable                           876,398      454,000
   Change in cash overdraft                                 --        (14,277)
   Proceeds from common stock issuance                      --         45,000
                                                       ---------    ---------
                  NET CASH PROVIDED BY
                          FINANCING ACTIVITIES           433,285      325,477
                                                       ---------    ---------







                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                   (Continued)
                                       F-4


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)


                                                 Three Months Ended
                                              --------------------------
                                                March 31,     March 31, 
                                                    1997         1996
                                              -----------    -----------


INCREASE (DECREASE) IN CASH                   $   100,559    $   (13,535)

CASH AT BEGINNING OF PERIOD                       196,653         36,535
                                              -----------    -----------

CASH AT END OF PERIOD                         $   297,212    $    23,000
                                              ===========    ===========

SUPPLEMENTAL INFORMATION
   Cash paid during the period for interest   $    25,181    $     1,038
                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
       Purchase of medical clinics             (1,933,381)          --
           Goodwill                               (34,247)          --
           Accounts payable assumed               223,018           --
           Notes payable                        1,744,610           --
                                              -----------    -----------

                                              $      --      $      --
                                              ===========    ===========



















                          The accompanying notes are an
            integral part of these consolidated financial statements.

                                       F-5


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   

NOTE 1:  BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principals  for  interim
financial information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulations  S-X.  They do not include  all  information  and notes  required by
generally  accepted  accounting  principals 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,  1996.  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 March 31, 1997, are not necessarily  indicative of the results that may be
expected for the year ending December 31, 1997.


NOTE 2:  ACQUISITION

In February 1997, the Company acquired two medical clinics,  one in Utah and one
in Florida. The Utah clinic,  Color Country Health Express,  Inc., has three (3)
locations;  and the Florida clinic,  North Florida Physical Medicine Associates,
has two (2) locations.




















                                       F-6


<PAGE>

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

The Company
Software  Corporation has begun to strengthen its position in healthcare through
application  of strategy  to augment  and  leverage  its core  business.  In the
quarter ended March 31, 1997, the Company  maintained its market-share  with its
current customer  install base of 3,500 users comprised of physicians,  dentists
and chiropractors, with over 2,350 physical installs.

The Company  embarked on its 1997  Strategic  Plan which called for even greater
concentration  and the quality of  customer  service  within its core  business,
Santiago SDS, Inc. and build  Santiago's  revenue  stream in two untapped  areas
Electronic  Media Claims (EMC) and  electronically  prepared  physician  billing
statements.  Combined,  those elements of business represent  significant upside
revenue potential,  to the point of adding materially to profitability without a
corresponding  offset in operating expense.  While introduction of the Company's
Windows-95  version  of  OneClaim  Plus  continues  to prove its ease of use and
efficacy  in  multiple  disciplines  of  physician,  dentists  and  chiropractic
practice  management in the healthcare market place, the Company also recognizes
that  incremental  growth  consistent with projected  revenue and  profitability
targets must be achieved  through  acquisition of compatible  and  complementary
companies.  Such  strategies were  successfully  impacted (?) during the quarter
ended March 31, 1997  wherein two  acquisitions  were  accomplished.  Both going
concerns were  transitioned  into the Company's  Strategic Plan which called for
near-term and long-term  profitability,  without major  capitalization  or total
rebuild. Both acquisitions, Color Country Health Express, Inc. and North Florida
Physical  Medicine  Associates  remain ahead of plan in terms of  financial  and
operational improvement.

2. The  Company  remains  focused  on its  Plan to  position  all its  operating
entities  so as to  benefit  from  federal  and  state  healthcare  legislation.
Inflation  rates for 1997  continue in check and pose no threat to the Company's
operations or strategies.

Results of Operations
This  section  discusses  the  results  of  operations  of the  Company  and its
subsidiaries  for the  quarterly  period ended March 31, 1997.  Since January 1,
1997,  the Company  has been able to exceed its goals in terms of  acquisitions,
operating improvement and overall profitability. During the quarterly period, MB
Software acquired the assets and specific liabilities of two (2) going concerns:

     o   Color  Country  Health  Express,  Inc., a Utah-based  medical  facility
         comprised of three (3) locations. This acquisition occurred in January.

     o North Florida Physical Medicine Associates, formerly First Coast Physical
       Medicine, a Florida-based physical medicine and medical facility with two
       locations.

In the quarterly  period ended March 31, 1997,  revenues  from the  consolidated
entities improved $966,764, an increase of 52% over $634,922 for the same period
in 1996.  Revenues  were  generated  from software  sales,  medical and physical
medicine  services,  and claim servicing  fees.  This was the fifth  consecutive
quarter of increased revenues for the Company.

Operating  Expenses  again  continued  to  increase  at a  decreasing  rate when
measured against the revenue growth for the quarter.  Actual operating  expenses
for the March 31, 1997  quarter  were  $518,920,  54% of  revenues,  compared to
$435,455,  which were 69% of revenues for the quarter ended March 31, 1996. This
cost  containment  and  decrease  included a higher  than  normal  non-recurring
administrative cost associated with the acquisition of the two target entities.

Total  current  liabilities  for the  period  ended  March  31,  1997  reflected
$3,012,424.  For the  same  period  in  1996,  total  current  liabilities  were
$935,672.

The Company's  Management continues to fulfill a strategic plan which called for
profitability  in all  operating  arms of the Company  acquisition  of carefully
measured  medical  targets,  that would be  complimentary  to its core  software
business  and  aggressive  cost  containment,  despite  acquisition  costs which
traditionally elevate  administrative costs. The Company demonstrated  continued
profitability  through strong operational  results and exceeded revenue targets.
Additionally,  Management has developed a focus to contain debt and quickly move
to  reduce  financial  obligations  associated  with  the  consolidations.   (?)
Additionally,  the  company  continues  to pursue  its  strategy  of  forming an
alliance with major healthcare  entities that share common strategies.  One such
alliance was effected  with  Envoy-NEIC  in March,  1997.  The company  plans to
leverage  distribution of software through existing  channels and build critical
mass of claim  volume  through  the  combined  efforts of  allianced  companies,
thereby creating a win-win situation.

Liquidity and Capital Resources
As of March 31, 1997, the Company had total assets of  $4,103,141,  and increase
of 231% over the quarter  ended March 31, 1996 which  reflected  total assets of
$1,238,319.  Net working  capital  improved to ($512,311)  for the quarter ended
March 31, 1997 over ($782,091) for the same period March 31, 1996.

                                      F-7

<PAGE>




PART II  -  OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

On January 5th,  1996, in  connection  with the  restructuring  of the Company's
liabilities,  Robert T.  Shaw was  issued an  unsecured  Promissory  Note in the
amount of  $455,000 at 8% interest  maturing  in  December  1997.  Mr. Shaw also
purchased 4,500,000 shares of treasury stock for $45,000. The proceeds were used
to restructure short term liabilities and enhance the Company's current software
developments.


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 - No reports were filed on Form 8K during this period.





                                   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: ______, 1997                           /s/ Scott A. Haire
                                         ----------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (Principal Financial Officer)





                                       3