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: September 30, 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 [ 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 September  30,  1997,  68,032,000  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/A

                        Quarter Ended September 30, 1997


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                           PAGE 

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                September 30, 1997 (Unaudited) and 
                December 31, 1996 (Audited)                              F-1,F-2

                Consolidated Statements of  Operations
                for the Nine Months ended September 30, 1997 (Unaudited
                and  December 31, 1996 (Audited)                            F-3

                Consolidated Statements of  Cash Flow
                for the Nine Months and Three Months ended 
                September 30, 1997 and September 1996 (Unaudited)           F-5

                Notes to Consolidated Financial Statements                  F-7

           Item 2  -  Management's Discussion
           and Analysis of Financial Condition or Plan of Operation         3-4
                                                                          

PART II - OTHER  INFORMATION



           Item 6  -  Exhibits, Financial Statement Schedules                 
           and Reports on Form 8-K                                           5





SIGNATURES                                                                   5 








                                       2


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                          ASSETS

                                                    September 30, December 31,
                                                       1997           1996
                                                    ------------  -----------
                                                    (Unaudited)

CURRENT ASSETS
   Cash                                             $  855,060   $  196,653
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts of
           $397,677 in 1997                          1,536,241         --
       Trade accounts receivable, net of
           allowance for doubtful accounts of
           $33,487 and $33,487, respectively           379,059      311,965
   Notes receivable - current portion                  171,315       10,000
   Prepaid expenses and other                           39,390       19,883
                                                    ----------   ----------

              TOTAL CURRENT ASSETS                   2,981,065      538,501
                                                    ----------   ----------

PROPERTY AND EQUIPMENT, NET                            430,566       63,349
                                                    ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization         1,179,357      850,109
   Software development costs, net of accumulated
       amortization                                    434,845      394,240
   Note receivable, net of current portion             208,658         --
   Deposits and other assets                            85,765       18,488
                                                    ----------   ----------

              TOTAL OTHER ASSETS                     1,908,625    1,262,837
                                                    ----------   ----------

                                                    $5,320,256   $1,864,687
                                                    ==========   ==========












                                   (Continued)

                                       F-1


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                     September 30,  December 31,
                                                         1997         1996
                                                     -------------  ------------
                                                      (Unaudited)

CURRENT LIABILITIES
   Notes payable                                     $   516,238    $   209,123
   Current maturities of long-term debt                1,397,550         32,906
   Accounts payable                                      876,832        149,741
   Accrued liabilities                                   304,899        101,382
   Other liabilities - related party                      79,000        179,000
   Deferred revenues                                      79,500        159,026
                                                     -----------    -----------

              TOTAL CURRENT LIABILITIES                3,254,019        831,178

LONG-TERM LIABILITIES
   Long-term debt, net of current maturities             594,433      1,283,808
   Other liabilities                                      40,000         40,000
                                                     -----------    -----------

              TOTAL LIABILITIES                        3,888,452      2,154,986
                                                     -----------    -----------

MINORITY INTEREST IN CONSOLIDATED
   SUBSIDIARIES                                        1,826,452           --

COMMITMENTS AND CONTINGENCIES                               --             --

SHAREHOLDERS' DEFICIT
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 68,032,000 and 67,885,000 shares
        issued, respectively                              68,032         67,885
   Additional paid-in capital                            825,047        810,322
   Accumulated deficit                                (1,275,688)    (1,156,467)
   Treasury stock, at cost; 409,577 shares               (12,039)       (12,039)
                                                     -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT               (394,648)      (290,299)
                                                     -----------    -----------

                                                     $ 5,320,256    $ 1,864,687
                                                     ===========    ===========





                   The accompanying notes are an integral part
                   of these condolidated financial statements

                                       F-2


<PAGE>


<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                      Three Months Ended September 30,    Nine Months Ended September 30,
                                      --------------------------------    -------------------------------
                                             1997           1996               1997           1996
                                         -----------    -----------        -----------    -----------    
<S>                                                                        <C>            <C>   

REVENUES
   Medical income                        $ 1,195,781    $      --          $ 2,719,685    $      --
   Service fee and broker income              71,906        119,190             71,906        404,026
   Software & maintenance sales              344,058        558,344          1,154,722      1,845,042
   Other income                                 --             --               31,713          1,008
                                         -----------    -----------        -----------    -----------

           TOTAL REVENUES                  1,611,745        677,534          3,978,026      2,250,076
                                         -----------    -----------        -----------    -----------

COST OF REVENUES
   Cost of services and broker fees             --             --                 --            2,548
   Cost of software and maintenance          159,312        140,769            371,585        326,226
   Cost of medical services                1,093,666           --            2,168,113           --
                                         -----------    -----------        -----------    -----------

           TOTAL COST OF REVENUES          1,252,978        140,769          2,539,698        328,774
                                         -----------    -----------        -----------    -----------

              GROSS PROFIT                   358,767        536,765          1,438,328      1,921,302
                                         -----------    -----------        -----------    -----------

OPERATING EXPENSES
   Selling, general and administrative       574,011        433,944          1,486,327      1,429,299
   Depreciation and amortization              98,736           --              273,708         10,262
                                         -----------    -----------        -----------    -----------

           TOTAL OPERATING EXPENSES          672,747        433,944          1,760,035      1,439,561
                                         -----------    -----------        -----------    -----------

              INCOME (LOSS) FROM
                 OPERATIONS                 (313,980)       102,821           (321,707)       481,741
                                         -----------    -----------        -----------    -----------

OTHER INCOME (EXPENSE)
   Gain on sale of assets                    269,724           --              269,724           --
   Interest expense                         (129,462)          --             (272,446)          --
   Other                                      31,660          2,675             31,660        (21,724)
                                         -----------    -----------        -----------    -----------

           TOTAL OTHER INCOME
              (EXPENSE)                      171,922          2,675             28,938        (21,724)
                                         -----------    -----------        -----------    -----------

              NET (LOSS) INCOME
                 FROM CONTINUING
                 OPERATIONS BEFORE
                 MINORITY INTEREST       $  (142,058)   $   105,496        $  (292,769)   $   460,017


</TABLE>


                                   (Continued)

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

                                       F-3


<PAGE>


<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                   (CONTINUED)


                                  Three Months Ended September 30,    Nine Months Ended September 30,
                                  --------------------------------    -------------------------------
                                     1997              1996                 1997           1996
                                     ----              ----                 ----           ---- 
<S>                                                                    <C>             <C>     

MINORITY INTEREST IN (LOSS)       $    173,548   $         --          $    173,548    $       --
                                  ------------   --------------        ------------    ------------

              NET INCOME (LOSS)   $     31,490   $      105,496        $   (119,221)   $    460,017
                                  ============   ==============        ============    ============

INCOME PER WEIGHTED AVERAGE
   COMMON SHARE                   $        .00   $          .00        $       (.00)   $        .01
                                  ============   ==============        ============    ============

WEIGHTED-AVERAGE COMMON
   SHARES OUTSTANDING               67,921,750       67,885,000          67,899,700      67,885,000
                                  ============   ==============        ============    ============

</TABLE>
































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

                                       F-4


<PAGE>


<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                      Nine Months Ended September30,
                                                      ------------------------------
                                                           1997           1996
                                                       -----------    -----------
<S>                                                    <C>            <C>    

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                   $  (119,221)   $   460,017
   Adjustments to reconcile net (loss) income to net
       cash used by operating activities:
           Depreciation and amortization                   273,708         13,163
           Change in allowance for doubtful accounts       397,677           --
           Minority interest in loss                      (173,548)          --
           Gain on sale of assets                         (269,724)          --
   Changes in assets and liabilities:
           Trade accounts receivable                       138,921       (150,876)
           Advances                                           --          (44,652)
           Notes receivable                                (23,162)          --
           Prepaid expenses and other                      (19,507)       (16,064)
           Deposits                                          1,159           (700)
           Accounts payable and accrued liabilities         97,119         40,550
           Other liabilities                              (100,000)       408,081
           Deferred revenues                               (79,526)        28,103
                                                       -----------    -----------
                      NET CASH (USED) PROVIDED BY
                          OPERATING ACTIVITIES             123,896        737,622
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                    (299,135)       (20,466)
   Software development costs capitalized                 (175,925)      (177,042)
   Organizational costs                                    (72,832)          --
                                                       -----------    -----------
                      NET CASH (USED) BY
                          INVESTING ACTIVITIES            (547,892)      (197,508)
                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                   1,545,840        790,949
   Proceeds from notes payable                          (2,478,309)      (350,446)
   Minority investment in subsidiaries                   2,000,000           --
   Change in cash overdraft                                   --           29,616
   Proceeds from common stock issuance                      14,872        (17,400)
   Paid-in capital                                            --           17,402
   Purchase of treasury stock                                 --          (45,000)
                                                       -----------    -----------
                  NET CASH PROVIDED BY
                          FINANCING ACTIVITIES           1,082,403        425,121
                                                       -----------    -----------

</TABLE>

                   The accompanying notes are an integral part
                          of these financial statements

                                   (Continued)
                                       F-5


<PAGE>

<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)


                                                            Nine Months Ended September 30,
                                                            ------------------------------
                                                                  1997          1996
                                                              -----------    -----------
<S>                                                           <C>            <C>     


INCREASE (DECREASE) IN CASH                                   $   658,407    $   114,993

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

CASH AT END OF PERIOD                                         $   855,060    $   151,529
                                                              ===========    ===========

SUPPLEMENTAL INFORMATION
   Cash paid during the period for interest                   $   153,580    $      --
                                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
       Purchase of medical clinics
           Medical assets acquired                            $(2,260,028)   $      --
           Goodwill acquired                                     (477,665)          --
           Accounts payable and accrued liabilities assumed       833,489           --
           Note payable                                         1,894,204           --
           Note receivable reduction                               10,000           --
           Note receivable                                       (346,811)          --
           Proceeds from sale of assets                           346,811           --
                                                              -----------    -----------

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

</TABLE>















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

                                       F-6


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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 nine month period
ended September 30, 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-7


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997
                                   (Unaudited)


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

The Company
MB Software  Corporation,  through its wholly owned  subsidiary,  Santiago  SDS,
Inc.,  ("Santiago"),  remains a leader in the  development  of  state-of-the-art
physician practice  management  software and provides incidental cash management
resources to physicians,  chiropractors and medical billing centers. The Company
continues to maintain a leadership  role in this industry with  introduction  of
innovative  software  products ahead of competitors and remains one of a limited
number of software developers with practice management  conventions available in
a Windows 95 platform.

In order to leverage its existing market share and extend  penetration  into the
healthcare industry, the Company embarked in 1996 on a strategy which called for
expansion through mergers and acquisition of complementary  healthcare entities.
This  strategy  allows for  incremental  rollout of its  software  products  and
permits  accelerated  operational  economies of scale in the acquired  companies
through  uniformity  of a software  platform  and  application  of  standardized
operational procedures of proven efficacy. In each acquired entity,  application
of these operational  disciplines forms a solid base from which to effect timely
positive  operational  realignment  along  with  financial  consistency  that is
necessary for going forward profitability.

On August 5, 1997, the Company and Imagine Investments, Inc. announced formation
of Healthcare Innovations, LLC, a limited liability company, for the purposes of
acquiring and operating healthcare businesses.  Imagine, Inc. is a subsidiary of
Stone  Investments,  which is a subsidiary of Stone Capital, a company with over
$3 billion in assets.  The Company  will own 51% equity  interest in  Healthcare
Innovations and contributed its existing healthcare  operating businesses to the
new entity.

Additionally,  Healthcare  Innovations  acquired all of the outstanding stock of
Sandy Home Health effective August 1, 1997. The Company previously owned another
healthcare company in St. George, Utah, Color Country Health Express, LLC, which
provides  nurse-practitioner  services at three clinic sites in southwest  Utah.
The  acquisition  of Sandy Home Health  brings the total  complement of acquired
companies  by  Healthcare  Innovations  to four,  situated at seven  operational
sites.

The Company has successfully  established an Internet Web Site in 1997.  Through
Santiago,  the Company  utilizes Site to launch  marketing  initiatives,  supply
customer information about existing and intended software releases,  and provide
an interchange forum for current and prospective buyer information.

Strategic  plans  developed by Management  call for continued  refinement of its
operational focus and acquisition of additional targets to form a larger revenue
base that  maximizes  the  potential  for  greater  profit  margins.  Management
continues to discharge its strategic  obligation through effectuation of actions
consistent with these short and long range initiatives.

In accord with its strategic  intent,  Management  further refined the Company's
operational  focus through  divestiture of Santiago's  dental  customer  install
base.  Since  this  facet of the  business  represented  a  minority  of  users,
Management believed support and development efforts associated with its software
products  should be based on its  centerpiece  medical  product,  OneClaim Plus.

                                       3

<PAGE>

Maximum improvement of products at an accelerated  delivery pace should keep the
Company's  products ahead of  competitors,  while allowing for reduced costs and
increased profit margins.

Passage by Congress of the Health Insurance  Portability and  Accountability Act
(H.I.P.A.A.)  in 1996 requires,  in part,  development and ultimately the use of
electronic  data  interchange  (EDI) for health claims or  equivalent  encounter
information.  These  federal  mandates  bode  well for the  Company,  given  its
on-going  positioning  which has  remained  consistent  with  these  anticipated
developments.  The  Company's  customer  base  is  being  migrated  toward  this
requirement and should achieve  successful  conversion  long before  anticipated
cut-off dates.  Moreover,  the strong national economy has kept inflation at its
lowest level in decades,  thereby  fostering  both buyer  confidence  and robust
demand.



Results of Operations
This  section  discusses  the  results  of  operations  of the  Company  and its
subsidiaries for the quarterly period ended September 30, 1997. Since January 1,
1997,  the Company  has been able to remain  profitable,  despite  extraordinary
expense  demands  associated  with the  acquisition  and  assimilation  of three
additional targets during the last 18 months.

 In the quarter ended  September 30, 1997,  revenues  improved to $1,611,745,  a
137% increase  from the $677,534  revenues  reported for the same period,  1996.
Over the nine month  period  ended  September  30,  1997,  revenues  improved to
$3,978,026,  an increase of 77% compared with $2,250,076, in revenues posted for
the same period in 1996.

 Net income remained  profitable for the third quarter ended September 30, 1997,
and for the seventh  consecutive  quarter;  although net income reflected a 700%
decrease from the same period in 1996. The Company  demonstrated  strong results
and exceeded  profit targets in the first and second quarters of 1997, and while
still  profitable,  the margin of  profitability  narrowed in the third  quarter
ended  September 30, 1997.  For the nine month period ended  September 30, 1997,
the Company  suffered a substantial  downturn due to increased cost of revenues,
administrative expenses and interest expense over for the same period in 1996.

Cost of revenues and operating expenses for the quarter ended September 30, 1997
increased given the Company's  comprehensive  efforts to maximize profit margins
through on-going emphasis of its acquisitions programs.  Actual costs of revenue
and operating  expenses for the third  quarter grew 235% to $1,925,725  and were
directly  the  result  of  migrating   acquired  companies  into  the  Company's
operational  and  corporate  culture.   Operating  expenses  also  included  the
non-recurring  costs  associated with further  enhancement and refinement of the
Windows  95  product.  The  Company's  ability  to fund  said  development  from
operating  revenues  evidences  management's  commitment  to a policy  of fiscal
prudence and  incremental  revenue growth  financed  primarily by containment of
operating  costs.  For the nine month period ended September 30, 1997,  costs of
revenue and operating  expenses increased 143% to $4,299,733 from $1,768,335 for
the same period in 1996.

Total current  liabilities for the quarter ended September 30, 1997 evidenced an
upswing of 256% to  $3,254,019.  Management  maintains a core strategy to reduce
debt and current  liabilities  in order to grow the company  with  minimal  debt
obligations.  This  strategy  gave way to financial  pressures  associated  with
operational  consolidations  and the need to  maintain  high  levels of service,
which is reflected, in higher total current liabilities. While the Company moves
to minimize  debt,  management  recognizes  that its  alliance  with  Healthcare
Innovations  forms a strong base of stability,  which long term outcomes  should
prove mutually beneficial for each party.

                                       4

<PAGE>


Liquidity and Capital Resources
As of September 30, 1997, the Company  recorded total assets of $5,320,256  with
current  assets of  $2,981,065  and  property,  equipment  and  other  assets of
$2,339,191.   Total  current  liabilities   reported  September  30,  1997  were
$3,254,019.  Net working  capital during the period ended September 30, 1997 was
($272,954).

PART II - OTHER INFORMATION

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

Exhibits - All  Exhibits  were filed as  exhibits to the reports on Form 8-K set
forth below.

ITEM 6.  Exhibits and reports on form 8-K.

Reports  of Form  8-K -  Original  8-K was  filed  on  February  6,  1997 and an
Amendment  No.1 was filed April 4, 1997.  An original 8-K was filed on August 7,
1997.










                                   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


Dated:  June 30, 1998                           /s/ Scott A. Haire
                                       ---------------------------
                                       Scott A. Haire, Chairman of the Board,
                                       Chief Executive Officer and President
                                       (Principal Financial Officer)



                                       5