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: March 31, 2001
                                    ---------

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

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION


             Colorado                                   59-2220004
 (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
(Address of principal executive offices)               (Zip Code)

       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) 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 December  31,  2000,  70,300,000  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, 2001


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                     PAGE NUMBER

         Item 1  -  Financial Statements

              Consolidated Balance Sheets
              March 31, 2001(Unaudited) and December 31, 2000 (Audited)      3-4

              Consolidated Statements of Operations  -
              for the Three Months ended March 31, 2001(Unaudited) and
              March 31, 2000 (Unaudited)                                       5

              Consolidated Statements of Cash Flows
              for the Three Months ended March 31, 2001(Unaudited)
              and March 31, 2000 (Unaudited)                                   6

              Notes to Consolidated Financial Statements                       7

         Item 2  -  Management's Discussion
         and Analysis of Financial Condition and
         Results of Operations                                               7-8

PART II - OTHER  INFORMATION

         Item 5  -  Other Information                                          9


         Item 6  -  Exhibits, Financial Statement Schedules
         and Reports on Form 8-K                                               9

SIGNATURES                                                                     9


                                       2

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS


                                                                    March 31,   December 31,
                                                                      2001         2000
                                                                   -----------  ----------
<S>                                                                <C>          <C>

                                                                   (Unaudited)  (Audited)
CURRENT ASSETS
       Cash                                                        $     --     $   29,910

       Medical receivables, net allowance                             681,339      525,265
             for doubtful accounts and contactual
             allowances of $1,118,630 and $1,118,630 in 2001 and
            2000, respectively
       Notes receivable                                                15,722         --
       Prepaid expenses                                                 7,788       25,049
                                                                   ----------   ----------

                    Total Current Assets                              704,849      580,224
                                                                   ----------   ----------


PROPERTY AND EQUIPMENT, NET                                           106,414      116,127
                                                                   ----------   ----------

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

                  Total Assets                                     $1,251,263   $1,136,351
                                                                   ==========   ==========
</TABLE>

The Notes to the Consolidated Financial Statements are an integral part of these
statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                                                                        March 31,     December 31,
                                                                          2001          2000
                                                                       ----------     ---------
                                                                       (Unaudited)    (Audited)
<S>                                                                    <C>            <C>
CURRENT LIABILITIES
       Outstanding check in excess of bank balances                     $  14,083     $     --
       Notes payable                                                    1,766,820     1,658,870
       Current maturities of capital leases                                  --           1,494
       Accounts payable                                                   363,527       354,803
       Accrued liabilities                                                490,402       500,120
                                                                        ---------     ---------

                    Total current liabilities                           2,634,832     2,515,287

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

             Total long term liabilities                                     --            --
                                                                        ---------     ---------

            TOTAL LIABILITIES                                           2,634,832     2,515,287

SHAREHOLDERS' DEFICIT
     Series A senior cumulative convertible particpating preferred
         stock; $10 par value; 340,000 shares issued and outstanding
          in 2000 and 1999; dividends in arrears 2000 $810,644, and     3,400,000     3,400,000
         1999, $385,644
     Undesignated preferred stock; $10 par value; 660,000 shares
       authorized; none issued                                               --            --
       Common stock .001 par value;150,000,000 shares
          authorized; 70,400,000 and 70,300,000 shares                     70,400        70,300
         issued in 2001 and 2000, respectively
       Additional paid-in capital                                       1,453,082     1,434,431
       Accumulated deficit                                             (6,068,405)   (6,039,162)
       Deferred license and consulting cost, net                         (226,607)     (232,466)
                                                                        ---------     ---------

                                                                       (1,371,530)   (1,366,897)
     Treasury stock, at cost; 408,029 shares                              (12,039)      (12,039)
                                                                        ---------     ---------

                Total shareholders' deficit                            (1,383,569)   (1,378,936)
                                                                        ---------     ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                            $1,251,263    $1,136,351
                                                                        =========     =========
</TABLE>

The Notes to the Consolidated Financial Statements are an integral part of these
statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                  Three Months Ended
                                                            March 31, 2001  March 31, 2000
<S>                                                         <C>             <C>
REVENUES
       Medical income - net of contractual
          Adjustments of $353,063 and $361,822
          in 2001 and 2000, respectively                     $    681,946    $    688,926
       Service fees                                                   136
                                                             ------------    ------------
               Total revenues                                     681,946         689,062

COST OF REVENUES
       Cost of medical services                                   293,882         392,692
                                                             ------------    ------------

               Total cost of revenues                             293,882         392,692
                                                             ------------    ------------

GROSS PROFIT                                                      388,064         296,370

OPERATING EXPENSES
       Selling, general & administrative                          368,571         287,402
       Depreciation and amortization                               20,509          13,705
                                                             ------------    ------------

               Total operating expenses                           389,080         301,107

OTHER INCOME (EXPENSE)
       Interest income and other                                    7,011            --
       Other expense                                                 --             9,644
       Interest Expense                                           (35,237)        (30,920)
                                                             ------------    ------------

               Total other income (expense)                       (28,226)        (21,276)
                                                             ------------    ------------

             NET LOSS                                        $    (29,243)   $    (26,013)
                                                             ============    ============

Plus: Cumulative preferred stock dividends                         85,000          85,000
                                                             ------------    ------------

            Income (loss) available to common shareholders   $   (114,243)   $   (111,013)
                                                             ============    ============

BASIC AND DILUTED EARNINGS (L0SS) PER SHARE                         (0.00)          (0.00)
                                                             ============    ============

  Weighted-average common shares outstanding                   70,400,000      69,200,000
                                                             ============    ============

Cumulative preferred dividends per share                     $       --      $       --
                                                             ============    ============
</TABLE>

The Notes to the Consolidated Financial Statements are an integral part of these
statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                          THREE MONTHS      THREE MONTHS
                                                                         ENDED 03/31/01    ENDED 03/31/00
                                                                              2001              2000
<S>                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss from continuing operations                                $  (29,243)       $ (26,013)
       Adjustments to reconcile net loss from continuing
        operations to cash used by operating activities:
                    Depreciation                                              14,650           13,706
                    Consulting costs recognized                               24,610
                    Change in allowance for doubtfull accounts                  --             24,716
                    Changes in assets and liabilities:
                          Accounts receivable                               (156,074)        (171,684)
                          Accounts payable                                     8,724          (76,864)
                          Accrued liabilities                                 (9,718)         (12,038)
                         Outstanding checks in excess of bank balances        14,083          101,860
                          Prepaid expenses                                    17,261
                                                                           ---------        ---------

Net cash used in operating activities                                       (115,707)        (146,317)

CASH FLOWS FROM INVESTING ACTIVITIES

     Borrowing (payments) on note receivables                                (15,722)          10,087
      Purchase of fixed assets                                                (4,938)            --
                                                                           ---------        ---------

Net cash provided by investing activities                                    (20,660)          10,087

CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on capital leases                                               (1,493)         (13,848)
     Payments on notes payable                                                  --               --
     Proceeds from new borrowings                                            107,950           79,000
     Proceeds from notes payable related parties                                --             45,000
                                                                           ---------        ---------

Net cash provided by financing activities                                    106,457          110,152
                                                                           ---------        ---------

NET DECREASE IN CASH                                                         (29,910)         (26,078)

 Cash at beginning of period                                                  29,910           26,078
                                                                           ---------        ---------

  Cash at end of period                                                    $    --          $    --
                                                                           =========        =========

SUPPLEMENTAL INFORMATION
       Cash paid during the period for interest to related party                --               --
       Cash paid during the period for interest to others                  $  44,955        $  30,920
                                                                           ---------        ---------

                                                                           $  44,955        $  30,920
                                                                           =========        =========
</TABLE>

The Notes to the Consolidated Financial Statements are an integral part of these
statements.

                                       6
<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
Regulations  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  ( the Company)
for  the  year  ended  December  31,  2000 In the  opinion  of  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included in the  Operating  results for the three
month  period  ended March 31, 2001 and are not  necessarily  indicative  of the
results that may be expected for the year ending December 31, 2001.

NOTE 2: ORGANIZATION AND NATURE OF OPERATIONS

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  plans to raise capital by obtaining  financing  through debt private
placement or conversion of Series A preferred  stock.  The Company believes that
these actions will enable the Company to continue  until its  operations  become
profitable.

NOTE 3: RELATED PARTIES

Included in notes payable is related party payables of $1,766,820 and $1,181,925
for 2001 and 2000, respectively.

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

In the first quarter of 2001, the Company  continued to focus on the development
and distribution of PatientMed 2000, an Internet appliance. The Company has also
continued  operations of its  healthcare  clinics.  These clinics  include three
Company-owned  physician  practices  in  Florida  that focus  primarily  on pain
management and the sale of nutritional supplements. To unify the clinics and the
Internet  appliance,  the Company  has  developed a  healthcare  Internet  site,
HealthcareInnovations.net. The site is dedicated to pain management programs for
patients and the sale of the nutritional supplements.

There were no changes in the legal  proceedings from the status set forth in the
Form 10 - KSB for the year ending December 31, 2000.


                                       7
<PAGE>

Three Months Ended March 31,2001 Compared to Three Months Ended March 31, 2000
------------------------------------------------------------------------------

Net medical  revenues  decreased  .010% to $681,946  for the three  months ended
March 31,  2001 as compared to  $688,926  for the three  months  ended March 31,
2000. This relative stability  reflects,  in part, the success of administrative
changes instituted in the prior year.

The contractual  allowance  adjustment decreased 2.4 % to $353,053 for the first
quarter of 2001  compared  with  $361,822  for the three  months ended March 31,
2000.  The  contractual  allowance  adjustment  reflects a reduction  in revenue
resulting from uncollectible  accounts together with contractual  allowances for
reductions,  due to the  source of  payments.  Again,  this  relative  stability
reflects the success of the administrative  restructuring  commenced during year
2000.

The cost of medical  revenues  decreased  25% to $293,882  for the three  months
ended March 31, 2001  compared to $392,692  for the three months ended March 31,
2000.  The decrease in cost is  attributable,  in part, to increased  purchasing
efficiency as well as the reduction of costs  associated with the elimination of
the Lauderhill clinic during the year 2000.

The gross profit from medical activities increased 31% to $388,064 for the three
months  ended March 31, 2001 as compared to $296,370  for the three months ended
March 31, 2000. This increase in gross profit from medical  activities  directly
reflects increased operating efficiency in accordance with the Company's overall
strategy for the clinics.

The selling,  general and  administrative  expenses increased by 28% to $368,571
for the three-month  period ended March 31, 2001 as compared to $287,402 for the
three-month  period  ended March 31,  2001.  This  increase  reflects  the costs
attendant to the start-up expenses for PatientMed2000(TM).

The  net  loss  from  continuing  operations  increased  to  ($29,243)  for  the
three-month  period ended March 31, 2001, as compared to a loss from  continuing
operations of ($26,  013) for the three months ended March 31, 2000. This figure
additionally  reflects the relative  success of the Company in  stabilizing  and
streamlining Company operations.

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

The  Company's  operations  used  $115,707 of cash during the three months ended
March 31, 2001 compared to a use of cash of $146,317 for the quarter ended March
31,2000.

As of March 31, 2001,  the Company had working  capital  deficits of $1,929,983.
The working capital as of March 31, 2000 was $1,935,063.  At March 31, 2001, the
Company  had  outstanding  checks in  excess of bank  balances  of  $14,083.  To
increase working capital, the Company is concentrating its efforts to distribute
volume units of PatientMed2000(TM)  while  contemporaneously  increasing patient
revenue at the Florida  clinics.  The  Internet  site is expected to unify these
twin goals by providing Internet advertising for the clinics and the Internet.

In the three months ended March 31, 2001,  the Company had no  expenditures  for
the purchase of equipment of $4,938.  The Company does not  anticipate any major
purchase of equipment for the remaining nine (9) months of 2001.


                                       8
<PAGE>

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  Securities  Exchange  Act,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.


                                     MB SOFTWARE CORPORATION


Date: May 11,2001                   /s/ Scott A. Haire
                                    ------------------
                                    Scott A.  Haire, Chairman of the Board,
                                    Chief Executive Officer and President
                                    (Principal Financial Officer)





                                       9