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

                                     
                                   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: June 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 June 30, 1997,  67,885,000  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 June 30, 1997


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                          PAGE 

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                June 30, 1997 (Unaudited)                                F-1,F-2

                Consolidated Statements of Operations  -
                for the Six Months and Three Months ended 
                June 30, 1997 and 1996 (Unaudited)                          F-3

                Consolidated Statements of Cash Flows
                for the Six Months ended June 30, 1997
                (Unaudited)                                                 F-4

                Notes to Consolidated Financial Statements                  F-6

           Item 2  -  Management's Discussion
           and Analysis of Financial Condition and
           Results of Operations                                            3-4

PART II - OTHER  INFORMATION


           Item 5  -  Other Information                                     5 


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

SIGNATURES                                                                  6










                                       2

<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

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

CURRENT ASSETS
   Cash                                             $1,119,052   $  196,653
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts of
           $103,725 in 1997                            538,080         --
       Trade accounts receivable, net of
           allowance for doubtful accounts of
           $33,487 and $33,487, respectively         1,798,926      311,965
   Notes receivable - current portion                    5,000       10,000
   Prepaid expenses and other                           22,457       19,883
                                                    ----------   ----------

              TOTAL CURRENT ASSETS                   3,483,515      538,501
                                                    ----------   ----------

PROPERTY AND EQUIPMENT, NET                            300,222       63,349
                                                    ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization           827,964      850,109
   Software development costs, net of accumulated
       amortization                                    431,846      394,240
   Deposits and other assets                            18,645       18,488
                                                    ----------   ----------

              TOTAL OTHER ASSETS                     1,278,455    1,262,837
                                                    ----------   ----------

                                                    $5,062,192   $1,864,687
                                                    ==========   ==========













                                   (Continued)

                                       F-1


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

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

CURRENT LIABILITIES
   Notes payable                                     $ 3,324,138    $   209,123
   Current maturities of long-term debt                   40,941         32,906
   Accounts payable                                      339,357        149,741
   Accrued liabilities                                   222,221        101,382
   Other liabilities - related party                     109,000        179,000
   Deferred revenues                                      93,472        159,026
                                                     -----------    -----------

              TOTAL CURRENT LIABILITIES                4,129,129        831,178

LONG-TERM LIABILITIES
   Long-term debt, net of current maturities           1,334,073      1,283,808
   Other liabilities                                      40,000         40,000
                                                     -----------    -----------

              TOTAL LIABILITIES                        5,503,202      2,154,986
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES                               --             --

SHAREHOLDERS' DEFICIT
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 67,885,000 shares issued               67,885         67,885
   Additional paid-in capital                            810,322        810,322
   Accumulated deficit                                (1,307,178)    (1,156,467)
   Treasury stock, at cost; 409,577 shares               (12,039)       (12,039)
                                                     -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT               (441,010)      (290,299)
                                                     -----------    -----------

                                                     $ 5,062,192    $ 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 June 30,    Six Months Ended June 30,
                                         ----------------------------    ----------------------------
                                              1997            1996           1997            1996
                                         ------------    ------------    ------------    ------------
<S>                                                                      <C>             <C>     

REVENUES
   Medical income                        $    991,257    $       --      $  1,523,904    $       --
   Service fee and broker income                 --            34,027            --            35,843
   Software & maintenance sales               394,400         683,599         810,664       1,286,698
   Other income                                13,860         219,992          31,713         250,000
                                         ------------    ------------    ------------    ------------

           TOTAL REVENUES                   1,399,517         937,618       2,366,281       1,572,541
                                         ------------    ------------    ------------    ------------

COST OF REVENUES
   Cost of services and broker fees              --             2,548            --             2,548
   Cost of software and maintenance           115,485          82,617         212,273         185,456
   Cost of medical services                   766,981            --         1,074,447            --
                                         ------------    ------------    ------------    ------------

           TOTAL COST OF REVENUES             882,466          85,165       1,286,720         188,004
                                         ------------    ------------    ------------    ------------

              GROSS PROFIT                    517,051         852,453       1,079,561       1,384,537
                                         ------------    ------------    ------------    ------------

OPERATING EXPENSES
   Selling, general and administrative        465,515         565,515         912,316         995,354
   Depreciation and amortization              102,853           4,646         174,972          10,262
                                         ------------    ------------    ------------    ------------

           TOTAL OPERATING EXPENSES           568,368         570,161       1,087,288       1,005,616
                                         ------------    ------------    ------------    ------------

              INCOME FROM OPERATIONS          (51,317)        282,292          (7,727)        378,921

OTHER INCOME (EXPENSES)
   Interest expense                           (91,476)         (7,407)       (142,984)         (8,445)
   Other                                         --           (13,743)           --           (15,954)
                                         ------------    ------------    ------------    ------------

              NET (LOSS) INCOME          $   (142,793)   $    261,142    $   (150,711)   $    354,522
                                         ============    ============    ============    ============

INCOME PER WEIGHTED AVERAGE
   COMMON SHARE                          $      (.002)   $       .005    $      (.002)   $       .007
                                         ============    ============    ============    ============

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                             67,885,000      49,485,000      67,885,000      49,485,000
                                         ============    ============    ============    ============


</TABLE>





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

                                       F-3



<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                      Six Months Ended June 30,
                                                     --------------------------
                                                         1997           1996


CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                 $  (150,711)   $   354,522
   Adjustments to reconcile net (loss) income to net
       cash used by operating activities:
           Depreciation and amortization                 174,972         13,163
           Change in allowance for doubtful accounts     103,725           --
   Changes in assets and liabilities:
           Trade accounts receivable                    (322,263)      (144,283)
           Advances                                         --           (1,125)
           Notes receivable                                5,000           --
           Prepaid expenses and other                     (2,574)        (4,500)
           Deposits                                         (157)          (700)
           Accounts payable and accrued liabilities       87,437         17,715
           Other liabilities                             (70,000)       364,266
           Deferred revenues                             (65,554)        79,283
           Other                                            --           (6,812)
                                                     -----------    -----------
                      NET CASH (USED) PROVIDED BY
                          OPERATING ACTIVITIES          (240,125)       671,529
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                  (138,361)        (8,565)
   Software development costs capitalized               (127,820)       (71,032)
   Change in notes receivable                               --          (21,052)
                                                     -----------    -----------
                      NET CASH (USED) BY
                          INVESTING ACTIVITIES          (266,181)      (100,649)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                  (458,819)       764,600
   Proceeds from notes payable                         1,887,524       (350,411)
   Change in cash overdraft                                 --           29,616
   Proceeds from common stock issuance                      --           45,000
                                                     -----------    -----------
                  NET CASH PROVIDED BY
                          FINANCING ACTIVITIES         1,428,705       (488,805)
                                                     -----------    -----------





                   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)


                                              Three Months Ended June 30
                                             ----------------------------
                                                  1997           1996
                                              -----------    -----------


INCREASE (DECREASE) IN CASH                   $   922,399    $    82,075

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

CASH AT END OF PERIOD                         $ 1,119,052    $   118,610
                                              ===========    ===========

SUPPLEMENTAL INFORMATION
   Cash paid during the period for interest   $    25,181    $     8,451
                                              ===========    ===========

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

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




















                   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,  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 six month  period
ended June 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-6


<PAGE>



                             MB SOFTWARE CORPORATION

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




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


The Company
MB Software Corporation took a major step forward and unfolded the next phase of
its 1997  Strategic  Plan by  consolidating  areas  within  its three  operating
companies,  thereby  positioning  them for long term benefits to derive  greater
economies of scale and improved productivity.

The Company's  primary focus  continued to be the  acquisition of companies that
provide reciprocal  benefit and distribution  channels for its software products
while currently  increasing  corporate asset value and developing greater market
share and critical mass for specific products and services.

Each  operating   company   installed   common  practice   management   systems,
consolidated   workflow   processes  and  reporting   mechanisms  to  facilitate
operational  control and  pinpoint  areas where  performance  correction  may be
indicated.

The Company  continued to perform in  accordance  with its targets for the year;
however, for the quarter ended June 30, 1997, a steeper than anticipated expense
curve occurred from  consolidation  of Company  functions  which softened profit
margins,  although the quarter still remained profitable. In each operating arm,
the Company realigned management,  streamlined or downsized staff, reduced fixed
cost and explored expansion plans.

Santiago SDS, Inc.  continued to sharpen its focus within the physician practice
management  market  through  restructuring  of  marketing  campaigns  to offer a
more-defined,  yet  cost-competitive,  state-of-the-art  product.  Santiago SDS,
Inc.,  in response to  evolving  market  trends,  continued  to enhance  product
capability and customer  appeal,  yet minimize  product cost  increases.  In the
quarter ended June 30, 1997,  Santiago SDS, Inc.  maintained market share within
this highly  competitive  market  segment  through  corporate  extension  of new
markets for its products and  services.  Strategies  for 1997 remained on target
with financial and scheduling projections.


Color  Country  Health  Express,  Inc.  continued  to  exceed  expectations  and
continued to explore  expansion of its satellite  locations within its market by
maximization  of existing,  yet  untapped,  capacity  without  major demands for
capital or staff.  Anticipated  seasonal  downturns in revenue were measured and
staffing  levels  adjusted  to  reduce  controllable  costs and  protect  profit
margins.



                                       3

<PAGE>

Intercoastal  Rehabilitation,  Inc.  achieved positive results after substantial
realignment  of staff and  systems to position  it for needed  efficiencies  and
improved  productivity.  The streamlined entity, with clearer operational focus,
continued to ramp up results, albeit after a longer period than planned.


Results of Operations
This  section  discusses  the  results  of  operations  of the  Company  and its
subsidiaries for the quarterly period ended June 30, 1997.

In the quarter ended June 30, 1997, revenues from the consolidated entities rose
to $1,399,517 an increase of 49% over the $937,618  reported for the same period
in 1996. The year to date revenue for 1997 of $2,366,281  represents an increase
of 50% over the  revenue in the same  period in 1996 of  $1,572,541.  This trend
continues to show strong revenue  growth and it represents  the sixth  continued
quarter of increased revenues for the Company.

Cost of revenues and operating expenses for the quarter ended June 30, 1997 were
$882,466 and $568,368 respectively. This is an increase of 936% over the cost of
revenues of $85,165 and a slight decrease in operating  expenses of $570,161 for
the same  period  in 1996.  Year to date 1997 cost of  revenues  plus  operating
expenses exceeded total revenue by $7,727.  This decrease over the prior year is
primarily due to increased  expenses incurred with the restructuring of Santiago
SDS,  Inc.'s  marketing  plan,  reduced sales while  refocusing  that  marketing
campaign,  and miscellaneous  unanticipated  additional  expenses related to the
Florida acquisition and operational improvements.

Total assets  increased to  $5,062,192.  This increase from December 31, 1996 is
largely  attributable  to the increase in receivables  via increased  revenue in
1997. The nature of revenues  generated from the  subsidiaries  acquired  during
1997 lends themselves to larger receivables balances. Additionally, an influx of
$1,000,000  of cash  occurred  near the end of the  quarter.  This  represents a
short-term note payable.

Total liabilities  increased to $5,503,202 from the December 31, 1996 balance of
$2,154,986.  The  escalation of  liabilities  was largely due to the  $1,000,000
short-term  note  mentioned  above,  debt  assumed with  acquisitions,  and debt
incurred through normal operations.

Liquidity and Capital Resources
As of June 30,  1997,  the Company had total assets of  $5,062,192  with current
assets of $3,483,515,  property and equipment $300,222 and other assets totaling
$1,278,455.  Total current  liabilities  at June 30, 1997 were  $4,129,129  with
total long-term liabilities equaling $1,374,073. Loans to the Company by certain
of its officers,  directors and shareholders totaled to $2,744,430.  Net working
capital at the end of the period was  ($645,614),  an decrease  from the quarter
ended March 31, 1997 which net working capital equaled ($512,311).

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 1997 as necessary to continue the  development
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.

                                       4

<PAGE>

PART II  -  OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

The Company and Imagine, Inc. ("Imagine") announced on August 5, 1997, that they
had formed  Healthcare  Innovations,  a limited liability company ("HI") for the
purposes  of  acquiring  and  operating  healthcare  businesses.  Imagine  is  a
subsidiary of Stone Investments, which in turn is a subsidiary of Stone Capital,
a company  with over $3  billion in assets.  The  Company  will own a 51% common
equity  interest in HI and Imagine  will own a 49% common  equity  interest.  In
addition,  each of the Company and Imagine  will own  preferred  interests in HI
designed to return their respective investments, plus a 10% return, over a three
year period.

For  its  interest,  the  Company  contributed  to HI  its  existing  healthcare
businesses,  consisting of two rehabilitation  clinics in Jacksonville,  Florida
and a Utah-based  nurse  practitioner  business.  The Company will also serve as
operator of HI, for which it will  receive a management  fee. For its  interest,
Imagine  contributed to HI the sum of $2,000,000,  $900,000 of which was used to
repay  debt  assumed  in  connection  with  the  purchase  of  the  Jacksonville
facilities, and the remainder of which will be used to fund capital requirements
of the  businesses  and future  acquisitions.  The $900,000  loan  repayment was
accomplished by a $1,000,000 loan from Imagine, through the Company, to Oak Tree
Receivables,  Inc.,  which then repaid the loan with the cash and certain of its
receivables.  The  remaining  $100,000  was  used to  repay  obligations  of the
Jacksonville  facilities  incurred in the ordinary course of business.  Oak Tree
Receivables  was  contributed to HI by the Company,  and the $1,000,000 note was
contributed to HI by Imagine as part of its $2,000,000 contribution.

Also in connection with the formation of HI, Imagine loaned the Company $500,000
for use in its Santiago operations. The loan bears interest at a rate of 10% and
is due on August 1, 2000. As security for the loan,  the Company  pledged all of
its stock of  Santiago  to  Imagine  and Robert T. Shaw,  a  shareholder  of the
Company who had previously  acquired a security  interest in the Santiago stock,
consented to the pledge.  In addition,  a key part of the  relationship  between
Imagine  and the  Company  is a  funding  arrangement  whereby  Imagine  and its
affiliates  will provide  capital to HI through loan and equity  arrangements in
order for HI to purchase healthcare  businesses.  The terms of such arrangements
are to be negotiated.


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

Exhibits

10.1 Operating Agreement dated as of August 1, 1997 for Healthcare  Innovations,
     LLC *

10.2 LLC  Preorganizational  Agreement  dated as of  August  1,  1997  among the
     Company, HI and Imagine *

10.3 Services Agreement dated as of August 1, 1997 between HI and the Company *

10.4 Promissory  Note  dated as of  August 1,  1997 in the  principal  amount of
     $500,000 executed by the Company as maker in favor of Imagine *

10.5 Amended and Restated Pledge  Agreement dated as of August 1, 1997 among the
     Company, Imagine and Robert T. Shaw *


                                       5

<PAGE>


*  To be filed by amendment.

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


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



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