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, 2001

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

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 31, 2001,  70,400,000  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 June 30, 2001


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                     PAGE NUMBER

         Item 1  -  Financial Statements

              Consolidated Balance Sheets
              June 30, 2001 (Unaudited) and December 31, 2000           F1-F2

              Consolidated Statements of Operations  -
              for the Three Months and Six Months ended June 30,
              2001 (Unaudited) and  June 30, 2000 (Unaudited)              F3


              Consolidated Statements of Cash Flows
              for the Three Months ended June 30, 2001 (Unaudited)
              and June 30, 2000 (Unaudited)                                F4

              Notes to Consolidated Financial Statements                    3

         Item 2  -  Management's Discussion
         and Analysis of Financial Condition and
         Results of Operations                                            3-5

PART II - OTHER  INFORMATION


         Item 5  -  Other Information                                        5


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

SIGNATURES                                                                   6


                                       2

<PAGE>
<TABLE>
<CAPTION>
                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS
                                    ------

                                                                     June 30,       December 31,
                                                                        2001             2000
                                                                   ------------     ------------
                                                                    (Unaudited)      (Audited)
<S>                                                                <C>              <C>

       Cash                                                        $       --       $     29,910

       Medical receivables, net allowance
             for doubtful accounts and contactual
             allowances of $1,118,630 and $1,118,630 in 2001 and
            2000, respectively                                          700,882          525,265
       Prepaid expenses                                                   7,788           25,049
                                                                   ------------     ------------

                    Total current assets                                708,670          580,224
                                                                   ------------     ------------


PROPERTY AND EQUIPMENT, NET                                              92,779          116,127
                                                                   ------------     ------------

       Note receivable - shareholder                                    350,000          350,000
       Employee advances                                                112,812           90,000
                                                                   ------------     ------------

                  Total assets                                     $  1,264,261     $  1,136,351
                                                                   ============     ============
</TABLE>
                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------
                                                                        June 30,       December 31,
                                                                           2001             2000
                                                                      ------------     ------------
                                                                       (Unaudited)      (Audited)
<S>                                                                   <C>              <C>

Liabilities
        Cash Overdraft                                                 $    54,095    $      --
        Notes payable                                                    1,947,420      1,658,870
       Current maturities of capital leases                                   --            1,494
       Accounts payable                                                    300,489        354,803
       Accrued liabilities                                                 519,296        500,120
                                                                       -----------    -----------

                          Total liabilities                              2,821,300      2,515,287



SHAREHOLDERS' DEFICIT
     Series A senior cumulative convertible participating preferred
         stock; $10 par value; 340,000 shares issued and outstanding
          in 2001 and 2000; dividends in arrears 2001 $895,644, and      3,400,000      3,400,000
         2000, $725,644
     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
          shares issued in 2001 and 2000, respectively
       Additional paid-in capital                                        1,453,082      1,434,431
       Accumulated deficit                                              (6,247,798)    (6,039,162)
       Deferred license and consulting costs, net                         (220,684)      (232,466)
                                                                       -----------    -----------

                                                                        (1,545,000)    (1,366,897)
      Treasury stock, at cost; 408,029 shares                              (12,039)       (12,039)
                                                                       -----------    -----------

                    Total shareholders' deficit                         (1,557,039)    (1,378,936)
                                                                       -----------    -----------

                                                                       $ 1,264,261    $ 1,136,351
                                                                       ===========    ===========
</TABLE>
                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                     CONSOLODATED STATEMENTS OF OPERATIONS

                                    UNAUDITED

                                                                    Three Months Ended                  Six Months Ended
                                                               ------------------------------    ------------------------------
                                                               June 30, 2001    June 30, 2000    June 30, 2001    June 30, 2000
                                                               -------------    -------------    -------------    -------------
<S>                                                            <C>              <C>              <C>              <C>

REVENUES
       Medical income - net of contractual
          Adjustments of $348,222. and $365,800 and $727,622
         and $631,861 in 2001 and 2000, respectively           $     548,609    $     416,146    $   1,230,556        1,105,071
       Service fees                                                      123              259
                                                               -------------    -------------    -------------    -------------

               Total revenues                                        548,609          416,269        1,230,556        1,105,330

COST OF REVENUES
       Cost of medical services                                      419,220          402,182          805,406          970,910
                                                               -------------    -------------    -------------    -------------

               Total cost of revenues                                419,220          402,182          805,406          970,910
                                                               -------------    -------------    -------------    -------------

GROSS PROFIT                                                         129,389           14,087          425,150          134,420

OPERATING EXPENSES
       Selling, general & administrative                             228,145          311,350          516,163          423,615
       Depreciation and amortization                                  14,650           14,921           29,300           28,625
                                                               -------------    -------------    -------------    -------------

               Total operating expenses                              242,795          326,271          545,463          452,240
                                                               -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                                                (113,406)        (312,184)        (120,313)        (317,820)

OTHER INCOME (EXPENSE)
       Interest income and other                                       7,089            8,744           14,101           19,288
       Interest Expense                                              (67,186)         (29,328)        (102,424)         (60,249)
                                                               -------------    -------------    -------------    -------------

               Total other income (expense)                          (60,097)         (20,584)         (88,323)         (40,961)
                                                               -------------    -------------    -------------    -------------

LOSS FROM CONTINUING OPERATIONS                                     (173,503)        (332,768)        (208,636)        (358,781)


             NET LOSS                                          $    (173,503)   $    (332,768)   $    (208,636)   $    (358,781)
                                                               =============    =============    =============    =============

Loss from continuing operations                                $    (173,503)   $    (332,768)   $    (208,636)   $    (358,781)

Plus: Cumulative preferred stock dividends                           (85,000)         (85,000)        (170,000)        (170,000)
                                                               -------------    -------------    -------------    -------------

            Loss available to common shareholders              $    (258,503)   $    (417,768)   $    (378,636)   $    (528,781)
                                                               =============    =============    =============    =============

BASIC AND DILUTED EARNINGS (L0SS) PER SHARE
   Continuing Operations                                       $        --      $        --      $        --               --
   Discontinued Operations                                              --               --               --               --
                                                               -------------    -------------    -------------    -------------

  Weighted-average common shares outstanding                      69,200,000       69,200,000       69,200,000       69,200,000
                                                               =============    =============    =============    =============
</TABLE>
                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                       SIX MONTHS       SIX MONTHS
                                                                          ENDED            ENDED
                                                                     June 30, 2001    June 30, 2000
                                                                     -------------    -------------
<S>                                                                  <C>                    <C>

CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss from continuing operations                           $    (208,636)   $     (358,781)
       Adjustments to reconcile net loss from continuing
        operations to cash used by operating activities:
                    Depreciation                                            29,300            28,625
                    Change in allowance for doubtfull accounts                --          (1,248,968)
                    Consulting cost recognized                              30,533
                    Changes in assets and liabilities:
                          Accounts receivable                             (175,617)        1,713,392
                          Prepaid expenses                                  17,261            (1,500)
                          Outstanding checks in excess of deposits          54,095
                          Employee Advances                                (22,812)
                          Accrued other liabilities                         19,176
                          Accounts payable                                 (54,314)         (141,423)
                                                                     -------------    --------------

Net cash used in continuing operations                                    (311,014)           (8,655)

Net cash used in discontinued operations                                      --            (111,960)
                                                                     -------------    --------------

Net cash used in operating activities                                     (311,014)         (120,615)
                                                                     -------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of property and equipment                                   (5,952)          (47,177)
      Issuance of preferred stock dividends                                   --             215,644
      Proceeds from sale of business segment                                  --             302,745
      Payments on notes receivable                                            --                --
      Issuance of notes receivable                                            --            (172,174)
                                                                     -------------    --------------

Net cash provided by (used in) investing activities                         (5,952)          299,038

CASH FLOWS FROM FINANCING ACTIVITIES
      Payments on capital leases                                            (1,494)          (35,709)
      Payments on notes payable                                               --            (206,610)
      Proceeds from new borrowings                                         288,550           119,388
      Proceeds from notes payable related parties                             --              10,000
                                                                     -------------    --------------

Net cash provided by (used in) financing activities                        287,056          (112,931)
                                                                     -------------    --------------

NET INCREASE (DECREASE) IN CASH                                            (29,910)           65,492

Cash at beginning of period                                                 29,910           203,977
                                                                     -------------    --------------

Cash at end of period                                                $           0    $      269,469
                                                                     =============    ==============

SUPPLEMENTAL INFORMATION
       Cash paid during the period for interest to related$party            54,655    $       24,225
       Cash paid during the period for interest to others                     --              49,427
                                                                     -------------    --------------

                                                                     $      54,655    $       73,652
                                                                     =============    ==============
</TABLE>
                                      F-4
<PAGE>

NOTE 1: BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America 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 accounting  principles generally accepted in the United States
of America 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, 2000. 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  six-month  period  ended June 30,  2001,  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 $350,000 and $224,000 for
2001 and 2000, respectively.

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

General
-------

In the second quarter of 2001, MB Software  Corporation (the "Company")  focused
on the operations of its three  healthcare  clinics  consistent with its overall
strategy to increase revenue.

The  strategy of the  Company  consists of a four point  approach  involving:  A
comprehensive pain management  program,  a controlled  increase in the number of
clinics in which the Company has a vested  interest,  contracting with insurance
companies  for   "total-episode   responsibility"   and  the   incorporation  of
leading-edge  healthcare  information  technology.  (See  discussion  at  Item 5
pertaining to Company strategy and developments).

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.

                                       3

<PAGE>

The following  summarizes the results of operations for the  three-month and the
six-month period ended June 30, 2001 and 2000.

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
-----------------------------------------------------------------------------

Net  revenues  from  medical  activities  increased  31.8% to  $548,609  for the
three-months  ended June 30,  2001,  compared to $416,146  for the  three-months
ended June 30, 2000. This increase is  attributable  to a fee schedule  increase
commensurate with overall cost of living increases.

A contractual  allowance  adjustment  of $348,222 was made for the  three-months
ended June 30, 2001,  compared to $365,800 for the  three-months  ended June 30,
2000. The Company follows the generally  accepted practice in medical clinics of
having in place  contracts  with  numerous  insurance  companies to better serve
patients.  These  contracts  establish  reimbursement  guidelines that result in
payment to the provider of only a portion of the account charge.  The balance of
the account charge is reduced from the revenue as a contractual allowance.  This
relative  consistency  reflects stability in connection with present contractual
arrangements with insurance carriers.

The cost of medical  revenues  increased  04.2% to $419,220 for the three months
ended June 30,  2001,  compared to $402,182  for the three months ended June 30,
2000.  This  increase  is  applicable  to  increases  in certain  pharmaceutical
supplies used in the clinics.

The gross  profits from medical  activities  increased  818% to $129,389 for the
three months  ended June 30,  2001,  as compared to $14,087 for the three months
ended June 30, 2000. This increase  correlates with the current quarter increase
in the net medical revenues.

The Company's selling, general and administrative expenses decreased by 26.7% to
$228,145  for the three  months  ended June 30, 2001 as compared to $311,350 for
the three months ending June 30, 2000. This decrease  reflects savings resulting
from reductions of certain costs at the corporate level.

The net loss on  operations  was  $113,406 for the three month period ended June
30, 2001  representing  a 63.7%  difference  compared to $312,184  for the three
months  ended June 30,  2000.  This  differential  reflects  the increase in net
medical revenues and corresponding  decrease in the Company's  selling,  general
and administrative expenses.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
-------------------------------------------------------------------------

The net medical revenues  increased 11.4% to $1,230,556 for the six-month period
ended June 30, 2001,  compared to $1,105,071 for the six-month period ended June
30, 2000. The increase is attributable  to net medical  revenue  increase during
the first quarter of 2001.

The cost of medical revenue  decreased 17% to $805,406 for the six-month  period
ended June 30, 2001, as compared to $970,910 for the six-month period ended June
30, 2000. The overall decease is applicable to decrease in certain vendor costs.

Gross  profit  increased  to $425,150  for the six months  ended June 30,  2001,
compared to $134,420  for the six months  ended June 30,  2000.  The increase in
gross  profit  correlates  with the  current  quarter  increase  in net  medical
revenues.

The Company's selling, general and administrative expenses increased by 21.8% to
$516,163 for the six-months ending June 30, 2001 as compared to $423,615 for the
six months ending June 30, 2000. This increase cost is due to general expense .

Net operating  loss decreased  62.1% to $120,313 for the six-month  period ended
June 30, 2001, as compared to $317,820 for the  six-month  period ended June 30,
2000.  This  significant  decrease  results  primarily from the closing of South
Florida Medical Center and the attendant costs associated therewith.

                                       4

<PAGE>

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

The Company's  operations used $311,014 of cash during the six months ended June
30, 2001  compared to a use of cash of $8,655 for the six months  ended June 30,
2000.

As of June 30, 2001,  the Company had a working  capital  deficit of $2,112,630,
which is a 9.2%  increase  over the June 30,  2000  working  capital  deficit of
$1,935,063. The increase in the deficit results from a corresponding increase in
liabilities.

As of June 30, 2001,  the Company had a negative  cash  position of $54,095.  To
increase its cash position,  the Company is seeking to convert  existing matured
debt to manageable long term financing.



PART II  - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

The strategy of the Company  continues to be the creation of a national physical
medicine network by utilizing a four point approach  consisting of:  Development
and  implementation  of a comprehensive  pain management and prevention  program
including nutritional supplements; increasing the number of clinics in which the
Company has an interest,  either through the means of acquisition,  ground-floor
development,  or innovative partnering  arrangements;  contracting with insurers
for "total-episode  responsibility;" and, most significantly,  the incorporation
of leading-edge information technology within the healthcare sector. The Company
continues  to work toward the  implementation  of each aspect of the  four-point
approach.

Medical information technology via PatientMed 2000(TM) is the cornerstone of the
Company's  strategy  to  increase  revenue.  The  technology   incorporates  two
independent yet complementary facets: An Internet-based comprehensive healthcare
system  operated on the Company's ISP and,  PatientMed(TM)  2000, a leading edge
Internet appliance.

Effective   July  20,  2000,   the  Company   entered  into  an  agreement  with
ScreenPhone.net  Inc.  whereby the  Company  acquired  an  exclusive  license in
connection  with  PatientMed  2000(TM).  In furtherance  of the  agreement,  the
Company has  generated  some  revenue in  connection  with the  licensing of the
Internet appliance.

The Company's four-point approach incorporates development and implementation of
a comprehensive  pain management and prevention  program.  The Company's premise
for this goal is providing superior pain management care to its patients through
utilization  of  standardized  "best  practice  outcomes"  or clinical  pathways
established  throughout  the Company and consistent  with accepted  standards of
medical practice. This includes a complementary nutritional products line.

With this four-point  strategy,  the Company will continue building a nationwide
organization providing superior healthcare services for its customers as well as
economic value for its shareholders.

                                       5

<PAGE>

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

Exhibits  -
--------

Financial Statements
--------------------

Reports on Form 8-K
-------------------


                                   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 7, 2001                       /s/ Scott A. Haire
                                         --------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (Principal Financial Officer)


                                       6