U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 2054

                                   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, 1998

[  ] 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 June 30, 1998,  68,700,000  shares of the Issuer's  $.001 par value common
stock were outstanding.

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








<PAGE>

<TABLE>

<CAPTION>

                             MB SOFTWARE CORPORATION

                                   Form 10-QSB

                           Quarter Ended June 30, 1998


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                                   PAGE NUMBER
<S>                                                                                    <C>     

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                June 30, 1998 (Unaudited)                                              F-1,F-2

                Consolidated Statements of Operations  -
                for the Six Months and Three Months ended June 30, 1998 and 1997
                (Unaudited)                                                              F-3

                Consolidated Statements of Cash Flows
                for the Six Months ended June 30, 1998
                (Unaudited)                                                            F-4,F-5

                Notes to Consolidated Financial Statements                               F-6

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

PART II - OTHER  INFORMATION


           Item 5  -  Other Information                                                   3


           Item 6  -  Exhibits, Financial Statement Schedules
           and Reports on Form 8-K                                                        4

SIGNATURES                                                                                4



</TABLE>





                                       2

<PAGE>

<TABLE>
                  

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                          June 30,    December 31,
                                                            1998         1997
                                                         ----------   ------------
                                                         (Unaudited)
<S>                                                                   <C>    

CURRENT ASSETS
   Cash                                                  $  885,297   $  776,079
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts of $621,804
           and $390,572 in 1998 and 1997, respectively    1,633,430    1,632,742
       Trade accounts receivable, net of
           allowance for doubtful accounts of
           $11,108 in 1998 and 1997, respectively           616,296      330,634
   Notes receivable - current portion                       306,161      108,178
   Prepaid expenses and other                                 8,748       20,981
                                                         ----------   ----------

              TOTAL CURRENT ASSETS                        3,449,932    2,868,614
                                                         ----------   ----------

PROPERTY AND EQUIPMENT, NET                                 481,187      500,215
                                                         ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization                679,699    1,244,022
   Software development costs, net of accumulated
       amortization                                         232,659      405,966
   Notes receivable, net of current portion                 255,700      203,569
   Deposits and other assets                                 81,796       83,627
                                                         ----------   ----------

              TOTAL OTHER ASSETS                          1,249,854    1,937,184
                                                         ----------   ----------

NET ASSETS OF DISCONTINUED OPERATIONS                       483,801         --
                                                         ----------   ----------

                                                         $5,664,774   $5,306,013
                                                         ==========   ==========


</TABLE>





                                   (Continued)

                                       F-1


<PAGE>


<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                        June 30,      December 31,
                                                          1998          1997
                                                        ----------    ------------
                                                       (Unaudited)
<S>                                                                   <C>     


CURRENT LIABILITIES
   Notes payable                                       $ 2,117,995    $   791,410
   Current maturities of long-term debt                  1,076,762      1,383,711
   Accounts payable                                        562,151        710,446
   Accrued liabilities                                     205,957        359,090
   Other liabilities - related party                        59,000         89,000
   Deferred revenues                                        68,343        108,658
                                                       -----------    -----------

              TOTAL CURRENT LIABILITIES                  4,090,208      3,442,315

LONG-TERM LIABILITIES
   Long-term debt, net of current maturities               598,705        580,596
                                                       -----------    -----------

              TOTAL LIABILITIES                          4,688,913      4,022,911
                                                       -----------    -----------

MINORITY INTEREST IN CONSOLIDATED
   SUBSIDIARIES                                          1,585,287      1,754,841
                                                       -----------    -----------

COMMITMENTS AND CONTINGENCIES                                 --             --

SHAREHOLDERS' DEFICIT
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 68,700,000 and 68,580,000 shares
       issued, respectively                                 68,700         68,580
   Additional paid-in capital                            1,041,505      1,035,625
   Accumulated deficit                                  (1,707,592)    (1,563,905)
   Treasury stock, at cost; 409,577 shares                 (12,039)       (12,039)
                                                       -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT                 (609,426)      (471,739)
                                                       -----------    -----------

                                                       $ 5,664,774    $ 5,306,013
                                                       ===========    ===========


</TABLE>




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

                                       F-2


<PAGE>


<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                             Three Months Ended June 30,      Six Months Ended June 30,
                                            ----------------------------      --------------------------
                                                1998            1997            1998           1997
                                            ------------    ------------    ------------    ------------
<S>                                                                         <C>             <C>    

REVENUES
   Medical income                           $    996,131    $    991,257    $  1,653,204    $  1,523,904
   Service fee and broker income                 177,751            --           342,667            --
   Software & maintenance sales                   97,896         394,400         260,204         810,664
   Other income                                     --            13,860            --            31,713
                                            ------------    ------------    ------------    ------------
           TOTAL REVENUES                      1,271,778       1,399,517       2,256,075       2,366,281
                                            ------------    ------------    ------------    ------------

COST OF REVENUES
   Cost of software and maintenance                 --           115,485          14,427         212,273
   Cost of medical services                      694,187         766,981       1,310,431       1,074,447
                                            ------------    ------------    ------------    ------------
           TOTAL COST OF REVENUES                694,187         882,466       1,324,858       1,286,720
                                            ------------    ------------    ------------    ------------

              GROSS PROFIT                       577,591         517,051         931,217       1,079,561
                                            ------------    ------------    ------------    ------------

OPERATING EXPENSES
   Selling, general and administrative           426,223         465,515         946,279         912,316
   Depreciation and amortization                  93,707         102,853         182,257         174,972
                                            ------------    ------------    ------------    ------------
           TOTAL OPERATING EXPENSES              519,930         568,368       1,128,536       1,087,288
                                            ------------    ------------    ------------    ------------

              INCOME (LOSS) FROM
                 OPERATIONS                       57,661         (51,317)       (197,319)         (7,727)

OTHER INCOME (EXPENSES)
   Interest expense                              (69,726)        (91,476)       (138,695)       (142,984)
   Other                                          59,472            --            82,259            --
                                            ------------    ------------    ------------    ------------

              INCOME (LOSS) FROM
                 CONTINUING OPERATIONS            47,407        (142,793)       (253,755)       (150,711)

DISCONTINUED OPERATIONS
   (Loss) from operations of discontinued
       subsidiaries                              (53,581)           --           (59,486)           --
                                            ------------    ------------    ------------    ------------
              (LOSS) BEFORE MINORITY
                 INTEREST                         (6,174)       (142,793)       (313,241)       (150,711)

MINORITY INTEREST                                  8,537            --           169,554            --
                                            ------------    ------------    ------------    ------------

              NET INCOME (LOSS)             $      2,363    $   (142,793)   $   (143,687)   $   (150,711)
                                            ============    ============    ============    ============

INCOME PER WEIGHTED AVERAGE
   COMMON SHARE                             $       .000    $      (.002)   $      (.002)   $      (.002)
                                            ============    ============    ============    ============

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                                68,670,000      67,885,000      68,631,428      67,885,000
                                            ============    ============    ============    ============

</TABLE>

                   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 CASH FLOWS
                                   (UNAUDITED)

                                                        Six Months Ended June 30,
                                                       --------------------------
                                                           1998           1997
                                                       -----------    -----------
<S>                                                                   <C>    


CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss)                                          $  (143,687)   $  (150,711)
   Adjustments to reconcile net (loss) to net
       cash used by operating activities:
           Depreciation and amortization                   182,257        174,972
           Minority interest                              (169,554)          --
           Change in allowance for doubtful accounts       231,232        103,725
   Changes in assets and liabilities:
           Trade accounts receivable                      (517,582)      (322,263)
           Notes receivable                                 24,489          5,000
           Prepaid expenses and other                        6,778         (2,574)
           Deposits                                           --             (157)
           Accounts payable and accrued liabilities       (301,428)        87,437
           Other liabilities                               (30,000)       (70,000)
           Deferred revenues                               (40,315)       (65,554)
           Other                                           (83,965)          --
                                                       -----------    -----------

                      NET CASH (USED) BY
                          OPERATING ACTIVITIES            (841,775)      (240,125)
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                     (92,752)      (138,361)
   Software development costs capitalized                     --         (127,820)
                                                       -----------    -----------

                      NET CASH (USED) BY
                          INVESTING ACTIVITIES             (92,752)      (266,181)
                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                  (1,274,858)      (458,819)
   Proceeds from notes payable                           2,312,603      1,887,524
   Proceeds from common stock issuance                       6,000           --
                                                       -----------    -----------

                  NET CASH PROVIDED BY
                          FINANCING ACTIVITIES           1,043,745      1,428,705
                                                       -----------    -----------

</TABLE>



                   The accompanying notes are an integral part
                          of these financial statements

                                   (Continued)
                                       F-4


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)


                                               Six Months Ended June 30
                                              ---------------------------
                                                   1998           1997
                                               ------------- -----------


INCREASE IN CASH                              $   109,218    $   922,399

CASH AT BEGINNING OF PERIOD                       776,079        196,653
                                              -----------    -----------

CASH AT END OF PERIOD                         $   885,297    $ 1,119,052
                                              ===========    ===========

SUPPLEMENTAL INFORMATION
   Cash paid during the period for interest   $    35,395    $    25,181
                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
       Purchase of medical clinics            $      --      $(1,933,381)
           Goodwill                                  --          (34,247)
           Accounts payable assumed                  --          223,018
           Notes payable                             --        1,744,610
       Sale of software assets                    274,603           --
       Increase in notes receivable              (274,603)          --
                                              -----------    -----------
                                              $      --      $      --
                                              ===========    ===========



















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

                                       F-5


<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,  1997.  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, 1998, are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 1998.


NOTE 2:  DISCONTINUED OPERATIONS

On April 30, 1998,  the Company  entered into an agreement to sell its ownership
in Sandy Home  Health,  Inc.  (a Utah  Corporation).  The total  sales price was
$200,000  payable  pursuant to the terms of a promissory note dated May 1, 1998.
The promissory note is due May 1, 2001 with monthly interest  payments  starting
June 1,  1998.  The  interest  rate is the prime rate as  published  in the Wall
Street Journal, plus 2% per annum.


NOTE 3:  ACQUISITIONS

On April 1, 1998, the Company purchased the assets and assumed certain liability
of Med-Sport Therapy & Rehabilitation  Center, Inc. and compensated the previous
owners as follows:

                                                      Amount Due
           Date                                     Previous Owners
       -------------                                ---------------
       April 1, 1998                                  $  38,000
       May 1, 1998                                       33,000
       July 1, 1998                                     167,000
                                                      ---------
                                                      $ 238,000
                                                      =========

On April 1, 1998,  the Company  entered  into a physician  coverage  and service
agreement with Toth Enterprises II, P.A., a Texas professional association doing
business as Victory  Medical and Family Care and Dr.  William G.  Franklin.  The
Company through a subsidiary will provide administrative and management services
for the clinic.  The assets of Victory Medical and Family Care were purchased by
the Company with issuance of 400,000 shares of the Company's common stock. As of
July 1998, this purchase is being rescinded.




                                       F-6


<PAGE>





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

     In the second  quarter of 1998,  MB Software  Corporation  (the  "Company")
continued  its focus on  acquiring  and  operating  healthcare  businesses  that
utilize  the  Company's  medical  practice  management  software.  Much  of  the
Company's  efforts were directed  toward  integrating  the  previously  acquired
practices  and  streamlining  their  operations.  Specific  activities  included
installation of common  practice  management  systems and reporting  mechanisms,
realignment of management and staff,  and reduction of costs.  In addition,  the
Company  continued to explore  opportunities  for acquiring new  businesses  and
expanding existing operations.

The Company is in the process of  evaluating  its Year 2000  ("Y2K")  compliance
status.  A  special  committee  of the  Company's  Board of  Directors  has been
appointed to oversee the Company's Y2K compliance efforts.  The Company believes
that its proprietary medical practice management software, One ClaimPlus(TM), is
Y2K  compliant.  The Company is  currently  evaluating  the effects that the Y2K
problem  may have on its  healthcare  operations.  Because  the  Company has not
completed  this  review,  it is  impossible  to predict  the effect that the Y2K
problem may have on the Company's healthcare operations.  A Y2K related problem,
whether through a failure of the Company's medical equipment,  through a failure
of a third party  dealing  with the Company  (such as a utility  provider,  or a
third  party  payor of a medical  claim),  or  otherwise,  could have a material
adverse  effect on the  Company  and its  results of  operation.  The Company is
attempting to survey its major third party vendors, especially medical equipment
manufacturers,  regarding  their Y2K compliance  status.  The Company expects to
develop  a  contingency  plan  for Y2K  failures  with  respect  to its  medical
equipment.

Results of Operations

This  section  discusses  the  results  of  operations  of the  Company  and its
subsidiaries for the quarterly period ended June 30, 1998.

In the quarter ended June 30, 1998, revenues from the consolidated entities were
$1,271,778 compared to $1,399,517 reported for the same period in 1997. The year
to date revenue for 1998 of $2,256,075  compared to  $2,366,281  for the year to
date of 1997.

Cost of revenues and operating expenses for the quarter ended June 30, 1998 were
$694,187and  $519,930  respectively.  Year to date  1998 cost of  revenues  plus
operating  expenses exceeded total revenue by ($197,319) as compared to ($7,727)
for the same period in 1997.

Total current assets  increased to  $3,449,932.  This increase from December 31,
1997 is largely  attributable  to the  increase  in  receivables.  The nature of
revenues  generated from the subsidiaries  acquired during 1998 lends themselves
to larger receivables balances.

Total liabilities  increased to $4,688,913 from the December 31, 1997 balance of
$4,022,911.

Liquidity and Capital Resources

As of June 30,  1998,  the Company had total assets of  $5,664,774  with current
assets  of  $3,449,932,   property  and  equipment  $481,187  and  other  assets
tota1$1,249,854. Total current liabilities at June 30, 1998 were $4,090,208 with
total long-term  liabilities equaling $598,705.  Loans to the Company by certain
of its officers,  directors and  shareholders  totaled  $3,198,808.  Net working
capital at the end of the period was ($640,276).

The Company is actively  engaging in  acquisitions of  complementary  companies,
development  of software  products,  and  developing  greater  market  share for
specific products and services. It is impossible to predict what impact, if any,
the above will have on the  operating  results of the Company.  The Company will
attempt  to enhance  cash  flows  from  operations  through  sales  efforts  and
operating   efficiencies  and  in  addition,   may  attempt  to  seek  financing
opportunities  to obtain funds in 1998 as necessary to continue the  development


                                       3

<PAGE>

of the Company, its programs and strategic  acquisitions.  However, there can be
no assurance  that the Company will produce  additional  revenue or profits from
these efforts.  The Company intends to continue its growth by new  acquisitions,
adding  customers  and catering to existing  customers  as well as  aggressively
marketing new products and services.


PART II  - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

On April 1, 1998,  the  Company,  through a  subsidiary,  acquired the assets of
Victory  Medical  and Family  Care in Austin,  Texas for  400,000  shares of the
Company's  common stock. The subsidiary  entered into a services  agreement with
the physician  group in Austin whereby the  subsidiary  would provide assets and
administrative and management services to the practice. Soon after entering into
the agreements,  disputes arose amoung the parties regarding the representations
made in the  agreements and the future  operations of the practice.  The Company
filed a lawsuit in Tarrant County, Texas and a counter claim was filed in Travis
County,  Texas.  The  parties  are  currently  negotiating  a  recission  of the
transaction.  On August 11, 1998, the Company entered into a services  agreement
to provide  administrative  and  management  services  to a  facility  providing
physical  therapy and  chiropractic  services in Austin,  Texas.  That  facility
employs  one  physician  and  one  chiropractor  each of  whom  were  previously
affiliated with Victory Medical and Family Care.


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

Exhibits
--------

Financial  Statements  - See Item 1 for  financial  statements  filed  with this
---------------------
report.


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

     Form 8-K /A filed May 20, 1998; Form 8K filed June 30, 1998.


<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:  August 19, 1998                 /s/ Scott A. Haire
                                      ----------------------
                                      Scott A.  Haire, Chairman of the Board,
                                      Chief Executive Officer and President
                                      (Principal Financial Officer)





                                       4