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, 2004

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

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION


           Texas                                              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


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 [ ]


As of March 31, 2004,  5,822,810  of the  Issuer's  $.001 par value common stock
were outstanding.

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



<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                                   Form 10-QSB

                          Quarter Ended March 31, 2004

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheet as of March 31, 2004 (Unaudited)..................F-1

Consolidated Statements of Operations for the three months ended
        March 31, 2004 and 2003 (Unaudited)..................................F-2

Consolidated Statements of Cash Flows for the three months ended
        March 31, 2004 and 2003 (Unaudited)..................................F-3






<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------


                                                                      March 31,
                                                                        2004
                                                                     -----------
                                                                     (Unaudited)
CURRENT ASSETS
       Cash                                                          $      --
       Notes receivable                                                  376,006
                                                                     -----------

                    Total current assets                                 376,006
                                                                     -----------


PROPERTY AND EQUIPMENT, NET                                               13,626
                                                                     -----------

OTHER ASSETS                                                             113,333
       Software license, net                                             113,333


TOTAL ASSETS                                                         $   502,965
                                                                     ===========




                        See Condensed Notes To Financials

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------
                                                                     March 31,
                                                                        2004
                                                                    -----------
                                                                    (Unaudited)
CURRENT LIABILITIES
       Notes payable                                                $   482,500
       Checks in excess of bank balance                                   1,049
       Accounts payable                                                  84,897
       Accrued liabilities                                               43,566
                                                                    -----------

                        Total current liabilities                       612,012


                                          Total liabilities             762,919

SHAREHOLDERS' DEFICIENCY

     Preferred stock, $10 par value, 5,000,000 shares authorized:
        issued and outstanding none                                        --
    Common stock: $0.001 par value; 20,000,000 shares
       authorized: issued and outstanding 5,822,810                       5,823
       Additional paid-in capital                                     9,032,385
       Accumulated deficit                                           (9,135,216)

                                                                        (97,008)
      Treasury stock, at cost; 407,446shares                            (12,039)
                                                                    -----------

                    Total shareholders' deficit                        (109,047)
                                                                    -----------

                                                                    $   502,965
                                                                    ===========


                    See Condensed Notes To Financials

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORAITON AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                   UNAUDITED


                                                            Three Months Ended
                                                     --------------------------------
                                                     March 31, 2004    March 31, 2003
                                                     --------------    --------------
<S>                                                  <C>               <C>
REVENUES
        Veriscrip Testing                            $       10,717    $         --

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

               Total revenues                                10,717              --

COST OF REVENUES                                               --                --
                                                     --------------    --------------

               Total cost of revenues                          --                --
                                                     --------------    --------------

GROSS PROFIT                                                 10,717              --

OPERATING EXPENSES
       Selling, general & administrative                     80,099            33,664
       Depreciation and amortization                          5,000             5,000
                                                     --------------    --------------

               Total operating expenses                      85,099            38,664
                                                     --------------    --------------

LOSS FROM OPERATIONS                                        (74,382)          (38,664)

OTHER INCOME (EXPENSE)
       Interest income and other                               --                --
       Interest Expense                                      11,766              --
                                                     --------------    --------------

               Total other income (expense)                  11,766              --
                                                     --------------    --------------

LOSS FROM CONTINUING OPERATIONS                             (86,148)          (38,664)

DISCONTINUTED OPERATIONS
    Income (loss) from operations
     of discontinued subsidiary                                --                --
                                                     --------------    --------------

             NET LOSS                                $      (86,148)   $      (38,664)
                                                     ==============    ==============

Loss from continuing operations                      $      (86,148)   $      (38,664)

Plus: Cumulative preferred stock dividends                     --                --
                                                     --------------    --------------

            Loss available to common shareholders    $      (86,148)   $      (38,664)
                                                     ==============    ==============

BASIC AND DILUTED EARNINGS (L0SS) PER SHARE
   Continuing Operations                             $        (0.01)   $        (0.05)
   Discontinued Operations                                     --                --
                                                     --------------    --------------

  Weighted-average common shares outstanding              5,822,810           822,810
                                                     ==============    ==============
</TABLE>


                    See Condensed Notes To Financials

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                   THREE MONTHS    THREE MONTHS
                                                                      ENDED           ENDED
                                                                     03/31/04        03/31/03
                                                                   ----------------------------
<S>                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss                                                    $    (86,148)        (38,664)
       Adjustments to reconcile net loss to net cash used
           in operating activities:
                    Amortization                                          5,000           5,000
                    Changes in assets and liabilities:
                          Accrued other liabilities                      (1,588)           --
                          Accounts payable                               28,174         (15,762)
                                                                   ----------------------------

Net cash used in operating activities                                   (54,562)        (49,426)
                                                                   ----------------------------



CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of property and equipment                               (13,626)           --
      Payment for intangible assets                                     (50,000)           --
                                                                   ----------------------------

Net cash used in investing activities                                   (63,626)           --


CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on notes payable                                             --              --
     Proceeds from new borrowings                                        25,000            --
     Cash overdraft                                                       1,049            --
     Proceeds from notes payable related parties                         91,754          49,460
                                                                   ----------------------------

Net cash provided by financing activities                               117,803          49,460
                                                                   ----------------------------

NET INCREASE (DECREASE) IN CASH                                            (385)             34

 Cash at beginning of period                                                385             169
                                                                   ----------------------------

  Cash at end of period                                            $       --               203
                                                                   ============================


SUPPLEMENTAL INFORMATION
       Cash paid during the period for interest to related party           --              --
       Cash paid during the period for interest to others          $     13,354            --
                                                                   ============================
</TABLE>




<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                          QUARTER ENDED MARCH 31, 2004
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1: BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles 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 generally accepted accounting  principles 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  (the Company) for the year ended December 31, 2003,
as amended. 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,
2004, and are not necessarily indicative of the results that may be expected for
the year ending December 31, 2004.

The Company's financial  statements include the combined statements of financial
position,  results of  operations  and cash flows for the  entities  merged as a
result of certain merger  agreements  completed during 2003. The Company remains
as the reporting  entity and its balance sheet and other  financial  information
have been  updated  as of the  beginning  of the period as though the assets and
liabilities  had  been  transferred  at  that  date.  Financial  statements  and
financial  information  presented  for the prior  period  have been  restated to
furnish comparative  information.  All restated financial statements reflect the
combined  results  of  operations  and  cash  flows of the  previously  separate
entities.

NOTE 2: GOING CONCERN

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 significant  accumulated  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.

It is the  Company's  belief that it will  continue to incur losses for at least
the next twelve months,  and as a result will require additional funds from debt
or equity investments to meet such needs. To meet these objectives, management's
plans are to (i) raise capital by obtaining  financing from debt financing and /
or equity financing through private placement  efforts,  (ii) issue common stock
for  services  rendered in lieu of cash  payments  and (iii)  obtain  loans from
shareholders as necessary.  Without  realization of additional capital, it would
be  unlikely  for the  Company  to  continue  as a going  concern.  The  Company
anticipates  that its shareholders  will contribute  sufficient funds to satisfy
the cash needs of the Company for the next twelve months.  However, there can be
no assurances  to that effect,  as the Company has no revenues and the Company's
need for capital may change  dramatically  if it is  successful in expanding its
current  business or  acquiring a new  business.  If the Company  cannot  obtain
needed funds, it may be forced to curtail or cease its activities.

Management  believes  that  actions  presently  taken to  revise  the  Company's
operating and financial  requirements provide the opportunity for the Company to
continue as a going  concern.  The  Company's  future  ability to achieve  these
objectives  cannot  be  determined  at this  time.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

<PAGE>

NOTE 3: NOTES PAYABLE

Substantially all of the Company's notes payable are in default.


ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Caution Concerning Forward-Looking Statements/Risk Factors

The  following  discussion  should  be read in  conjunction  with the  Company's
financial  statements and the notes thereto and the other financial  information
appearing elsewhere in this document. In addition to historical information, the
following   discussion  and  other  parts  of  this  document   contain  certain
forward-looking information. When used in this discussion, the words "believes,"
"anticipates,"  "expects,"  and  similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties,  which could cause actual results to differ materially from those
projected  due to a number of factors  beyond our control.  The Company does not
undertake  to publicly  update or revise any of its  forward-looking  statements
even if experience or future  changes show that the indicated  results or events
will not be realized.  You are  cautioned  not to place undue  reliance on these
forward-looking statements, which speak only as of the date hereof. You are also
urged to carefully  review and consider our  discussions  regarding  the various
factors,  which affect our  business,  included in this section and elsewhere in
this report.

Factors that might cause actual  results,  performance or achievements to differ
materially  from those projected or implied in such  forward-looking  statements
include,  among  other  things:  (i) the impact of  competitive  products;  (ii)
changes in law and  regulations;  (iii) adequacy and  availability  of insurance
coverage;  (iv)  limitations on future  financing;  (v) increases in the cost of
borrowings  and  unavailability  of debt or equity  capital;  (vi) the effect of
adverse publicity regarding our products;  (vii) the inability of the Company to
gain and/or hold market share;  (viii)  exposure to and expense of resolving and
defending  product   liability  claims  and  other  litigation;   (ix)  consumer
acceptance of the Company's products;  (x) managing and maintaining growth; (xi)
customer  demands;  (xii) market and industry  conditions  including pricing and
demand for products,  (xiii) the success of product  development and new product
introductions  into the  marketplace;  (xiv) the  departure  of key  members  of
management;  (xv) the ability of the Company to efficiently market its products;
as well as other risks and uncertainties that are described from time to time in
the Company's filings with the Securities and Exchange Commission.

Plan of Operation
-----------------


The  Company  currently  has limited  business  operations,  maintaining  leased
offices in  Arlington,  Texas,  and  Lexington,  Kentucky.  Business  activities
currently include sales and marketing activities to state organizations, and the
implementation and management of the Kentucky pilot program.

Through its  informal  pre-marketing  and  marketing  activities,  and its pilot
program,  the  Company  continues  to  refine  its  strategy  to secure a strong
position in the online healthcare  transactions  market.  Management  intends to
draft this strategy into a formal business plan, internally fund operations, and
may consider raising external funds.

Pursuant  to its  strategy,  the  Company  secured a license  for an  additional
prescription  transaction  system  that  it  intends  to  incorporate  into  its
Veriscrip offering.  The Company's primary expenses are expected to be marketing
and development/customization for state by state projects.


<PAGE>

During the first quarter of 2004,  the Company  conducted  marketing  activities
within  multiple  states in an effort to  generate  awareness  of the  Veriscrip
system's features and capabilities, and begin the sales process. The Company has
closely  monitored local and national media sources covering  prescription  drug
related issues in several states.  Management feels confident that market demand
for its  services  continues  to grow as  awareness  of the social and  economic
challenges surrounding the administration of prescription drugs grows.

The Company anticipates hiring a number of management,  marketing, and technical
staff to during the  remainder  of fiscal 2004 to secure  contracts  and further
increase our product offering.


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

As of March 31, 2004, we did not have any significant assets.

Our future funding  requirements will depend on numerous factors,  some of which
are beyond the Company's  control.  These factors include our ability to operate
profitably,  recruit and train  management  and  personnel,  and to compete with
other, better-capitalized and more established competitors.

We believe  that the Company can  satisfy  its cash  requirements  over the next
twelve  months by  advances  from  shareholders  and/or  through  debt or equity
offerings  and private  placements in order to expand the range and scope of our
business  operations.  There is no assurance that such additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all.  Furthermore,  there is no assurance the net proceeds  from any  successful
financing  arrangement will be sufficient to cover cash requirements  during the
initial stages of the Company's operations, once a suitable business opportunity
has been identified.

The Company does not anticipate  incurring  significant research and development
costs,  the purchase of any major equipment,  or any significant  changes in the
number of its employees over the next twelve months.

ITEM 3.  CONTROLS AND PROCEDURES

The President,  who is also the chief executive  officer and the chief financial
officer of the  Company,  has  concluded  based on his  evaluation  as of a date
within  90 days  prior  to the  date of the  filing  of this  Report,  that  the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be  disclosed  by the  Company in the reports  filed or
submitted  by it under the  Securities  Act of 1934,  as amended,  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms, and include controls and
procedures  designed to ensure that information  required to be disclosed by the
Company in such reports is  accumulated  and  communicated  to the  Registrant's
management,  including the president,  as appropriate to allow timely  decisions
regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.

PART II  - OTHER INFORMATION

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

(a) Exhibits

         31       Certification pursuant to Rule 13a-14(a)/15d-14(a)
         32       Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer in accordance with 18 U.S.C.  Section 1350,
                  as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
--------------
(b) Reports on Form 8-K
         None

<PAGE>

                                   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: May  13, 2004                        /s/ Scott A. Haire
                                          --------------------------------------
                                          Scott A. Haire, Chairman of the Board,
                                          Chief Executive Officer and President
                                          (Principal Financial Officer)