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, 2002

[ ]  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 [ ] No [X ]


As of July 31, 2002,  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 June 30, 2002

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheet (Unaudited)........................................ 1

Consolidated Statements of Operations for the three and six months ended
        June 30, 2002 and 2001 (Unaudited).................................... 2

Consolidated Statements of Cash Flows for the six months ended
        June 30, 2002 and 2001 (Unaudited).................................... 3



<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (unaudited)
                                  JUNE 30, 2002

ASSETS

Total Assets                                                        $      --
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Checks in excess of bank balance                                 $     9,787
   Notes payable (Note 5)                                             2,004,062
   Accounts payable (Note 5)                                            346,859
   Accrued interest (Note 5)                                             95,324
                                                                    -----------
Total current liabilities                                             2,456,032
                                                                    -----------

Stockholders' Deficit
   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 in and outstanding - 822,810 shares                            823
   Additional paid-in capital                                         6,385,174
   Accumulated deficit                                               (8,829,990)
                                                                    -----------
                                                                     (2,443,993)
   Less, treasury stock, at cost;  4,089 shares                         (12,039)
                                                                    -----------
Total stockholders' deficit                                          (2,456,032)
                                                                    -----------
Total liabilities and stockholders' deficit                         $      --
                                                                    ===========


























           See condensed notes to consolidated financial statements.


                                       1
<PAGE>
<TABLE>
<CAPTION>
                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

                                               Three months     Three months     Six months       Six months
                                                  ended            ended            ended            ended
                                              June 30, 2002    June 30, 2001    June 30, 2002    June 30, 2001
                                              ----------------------------------------------------------------
<S>                                           <C>              <C>              <C>              <C>
Revenues                                      $        --      $        --      $        --      $        --
Cost of revenues                                       --               --               --               --
                                              ----------------------------------------------------------------
Gross profit                                           --               --               --               --

Operating Expenses
   Selling, general and administrative             (326,534)        (215,335)        (630,019)        (473,985)
                                              ----------------------------------------------------------------

Loss from operations                               (326,534)        (215,335)        (630,019)        (473,985)

Other Income (Expense)
   Write off net assets of Portalook               (292,347)            --           (292,347)            --
   Write off of receivables - related party        (397,359)            --           (397,359)            --
   Interest expense                                 (22,984)         (67,187)        (187,124)        (102,423)
   Interest income                                    6,586            7,090           14,497           14,101
                                              ----------------------------------------------------------------
Total other income (expense)                       (706,104)         (60,097)        (862,333)         (88,322)

                                              ----------------------------------------------------------------
Loss before benefit for income taxes             (1,032,638)        (275,432)      (1,492,352)        (562,307)

Benefit for income taxes                             70,625           34,655           78,676          120,248
                                              ----------------------------------------------------------------

Loss from continuing operations                    (962,013)        (240,777)      (1,413,676)        (442,059)

Discontinued operations, net of tax effect          137,092           67,274          152,720          233,423
                                              ----------------------------------------------------------------

Net loss                                      $    (824,921)   $    (173,503)   $  (1,260,956)   $    (208,636)
                                              ================================================================


Loss from continuing operations               $    (962,013)   $    (240,777)   $  (1,413,676)   $    (442,059)
Plus cumulative preferred stock dividends           (28,333)         (85,000)        (113,333)        (170,000)
                                              ----------------------------------------------------------------
Loss available to common stockholders         $    (990,346)   $    (325,777)   $  (1,527,009)   $    (612,059)
                                              ================================================================

Basic and Diluted Loss Per Share:
   Continuing operations                      $       (1.26)   $       (0.35)   $       (1.89)   $       (0.64)
   Discontinued operations                             0.18             0.10             0.20             0.34
                                              ----------------------------------------------------------------
                                              $       (1.08)   $       (0.25)   $       (1.69)   $       (0.30)
                                              ================================================================

Weighted average common shares outstanding          763,854          692,000          747,423          692,000
                                              ================================================================
</TABLE>













           See condensed notes to consolidated financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001

                                                                                       2002           2001
                                                                                   --------------------------
<S>                                                                                <C>            <C>
Cash Flows From Operating Activities
Loss from continuing operations                                                    $(1,413,676)   $  (442,059)
Adjustments to reconcile loss from continuing operations to net cash used in
      operating activities:
   Depreciation and amortization                                                        71,480          1,299
   Common stock issued for services and consulting costs                                46,000         18,750
   Deferred licensing costs                                                               --           11,783
   Accretion of debt                                                                    68,747           --
   Disposal of fixed assets                                                              5,038           --
   Write off net assets of Portalook                                                   292,347           --
   Write off related party notes receivable and accrued interest receivable            397,359           --
Changes in assets and liabilities:
   (Increase) decrease in prepaid expenses and other                                   (12,919)        (4,390)
    Increase (decrease) in accounts payable                                             20,747        (36,085)
    Increase (decrease) in accrued liabilities                                          26,358         (1,534)
                                                                                   --------------------------
Net cash used in continuing operations                                                (498,519)      (452,236)
Net cash from discontinued operations                                                 (138,176)        91,159
                                                                                   --------------------------
Net cash used in operating activities                                                 (636,695)      (361,077)
                                                                                   --------------------------

Cash Flows From Investing Activities
   Capital expenditures                                                                   --           (1,701)
                                                                                   --------------------------
Net cash used in investing activities                                                     --           (1,701)

Cash Flows From Financing Activities
   Bank overdraft                                                                      (13,785)        38,270
   Common stock issued for cash                                                          1,000           --
   Principal payments on capital leases                                                   --           (1,494)
   Principal payments on borrowings                                                    (68,226)          --
   Proceeds from new borrowings                                                        717,706        288,550
                                                                                   --------------------------
Net cash provided by financing activities                                              636,695        325,326
                                                                                   --------------------------

Increase (decrease) in cash                                                               --          (37,452)
Cash and cash equivalents, beginning of period                                            --           37,452
                                                                                   --------------------------
Cash and cash equivalents, end of period                                           $      --      $      --
                                                                                   ==========================

Cash paid during the period for interest                                           $    66,911    $    54,655
                                                                                   ==========================

Supplemental noncash investing and financing activities:
Fair value of assets exchanged in connection with the Restructure and Settlement
      Agreement dated November 5, 2001 (settled May 8, 2002) (Note 3)              $ 3,943,928    $      --
                                                                                   ==========================
Notes receivable, impaired                                                         $   397,359    $      --
                                                                                   ==========================
</TABLE>


           See condensed notes to consolidated financial statements.

                                       3
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                             MB SOFTWARE CORPORATION
                           QUARTER ENDED JUNE 30, 2002
                        NOTES TO THE 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  Regulations  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,
2001.  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 six month period ended June 30, 2002,
and are not  necessarily  indicative of the results that may be expected for the
year ending December 31, 2002.

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.

The Company does not  currently  have any business  operations.  The Company has
explored the  possibility of selling or merging with another  Company.  Although
the  Company  has not  entered  into any  binding  agreement  to  effect  such a
transaction, the board of directors of the Company does consider such offers and
would  consider all of the terms of any such offer as part of its fiduciary duty
to  determine  whether  any  such  transaction  is in the best  interest  of the
Company's stockholders.  If the board of directors does determine that a sale or
merger of the Company is in the best  interests of the  Company's  stockholders,
the board of  directors  may  determine  to pursue  such a  transaction  and the
consideration  to be paid in connection with such  transaction  would be used to
expand our  business  and fund future  operations.  There is not  assurance  the
Company can raise funds through a sale or equity transaction, or if such funding
is available, that it will be on favorable terms.

The Company  faces all the risks  common to  companies  in their early stages of
development,  including  undercapitalization and uncertainty of funding sources,
high initial  expenditure  levels and  uncertain  revenue  streams,  an unproven
business  model,  and  difficulties in managing  growth.  The Company expects to
incur  losses as it expands its business  and will  require  additional  funding
during  the  next  twelve  months.   The  satisfaction  of  the  Company's  cash
requirements  hereafter will depend in large part on its ability to successfully
raise capital from external sources to fund operations. As a result, the Company
expects to aggressively  pursue additional sources of funds,  including debt and
equity  offerings.  The Company  plans to raise  capital by obtaining  financing
through private debt and or equity placements.  Management  believes that if the
Company is successful in those private placement efforts,  then the Company will
have  sufficient  capital to continue its operations  until the Company  becomes
profitable. To date, the Company has not been profitable.



                                       4
<PAGE>

NOTE 3: SALE OF BUSINESS

On May 8, 2002, the Company agreed to the Restructure  and Settlement  Agreement
with Imagine  Investments,  Inc.  (Imagine).  In accordance  with the agreement,
proceeds  ($4,634,203)  represented the conversion of 340,000 shares of Series A
Convertible  Preferred  Stock  ($3,400,000),  dividends  in  arrears  ($45,644),
convertible  debt ($800,000) and accrued  interest on the debt  ($388,559),  all
held by Imagine,  into 4,500,000 shares of common stock and the Company conveyed
to Imagine its  ownership in NFPM.  The fair market  value of the  consideration
given was $690,275,  representing the net assets in NFPM ($629,999) and the fair
market value of the 4,500,000 shares of common stock ($60,276).  No gain or loss
on  the  transaction  with  the  preferred   stockholder  was  recognized.   The
transaction  resulted in a net increase in stockholders' equity of approximately
$850,000.  The  calculation  of the gain or loss did not include  $1,178,977  of
cumulative  preferred  stock  dividends,  which were not  required to be paid to
Imagine as part of the sale. These dividends were cumulative but have never been
declared as a result of past net losses.  The  exclusion of the dividends in the
calculation does not have any effect on total stockholders' equity.

The net assets of NFPM ($629,999)  primarily  consisted of accounts  receivable,
property and equipment, accounts payable and accrued liabilities,  notes payable
and accrued interest.  Results of operations included in discontinued operations
are as follows for the six months ended June 30:

                                                            2002         2001
                                                         ----------   ----------
Revenue                                                  $  740,619   $1,230,554
Operating Costs                                             509,223      876,883
                                                         ----------   ----------
Net Income                                                  231,396      353,671
Income tax provision                                         78,676      120,248
                                                         ----------   ----------
Income from discontinued
operations                                               $  152,720   $  233,423
                                                         ==========   ==========

NOTE 4: REINCORPORATION AND REVERSE STOCK SPLIT

Effective  June 13,  2002,  the  Company  reincorporated  in the  State of Texas
through a merger of the Company with a newly formed wholly-owned subsidiary.  At
the effective date of the merger each share of the company's  outstanding common
stock was converted into one share of the reincorporated  company's common stock
and all  options to  purchase  share of our common  stock  were  converted  into
options to purchase shares of the reincorporated common stock at the time of the
merger.  All of  the  company's  officers  and  directors  became  officers  and
directors of the reincorporated  company after the merger.  The  reincorporation
was approved at the Company's  Annual Meeting of  Shareholders  held on February
11, 2002.

Effective  June 24, 2002,  the Company  effected a one-for-one  hundred  reverse
stock split and amended the  Company's  Article of  Incorporation  to reduce the
number of  authorized  shares of our  Common  Stock from  150,000,000  shares to
20,000,000  shares,  and increased the number of authorized  shares of preferred
stock from 1, 000,000 shares to 5,000,000 shares (the "Amendment").  The reverse
stock  split and  Amendment  were  approved by the Board of  Directors  and by a
majority of the Company's shareholders on June 21, 2002.

NOTE 5: SUBSEQUENT EVENTS - DIVESTURE OF ASSETS

Effective  August 1, 2002, the Company sold its ninety-nine  percent interest in
e-Appliance Innovations, LLC, a Nevada limited liability company, to e-Appliance
Payment   Solutions,   LLC,  a  Nevada  limited   liability   company  ("Payment
Solutions"),   in  exchange  for  the   assumption   by  Payment   Solutions  of
substantially all the Company's liabilities. E-Appliance Innovations constituted
substantially  all of the assets of the Company,  and held all of the  Company's
rights to the  Company's  proprietary  technology  designed  to enable  Internet


                                       5
<PAGE>

transaction  devices (ITDs) to be used as transaction  processing devices in the
field and the software programs implementing this technology that were developed
or acquired by the Company (the  "Technology").  In  connection  with this sale,
Payment  Solutions  granted the Company a world-wide,  royalty-free,  perpetual,
non-exclusive license to use the Technology to develop, market, sell and operate
electronic client services to be made available to clients through the Company's
computer network.  The transaction  resulted in a decrease in liabilities and an
increase in total stockholders' equity of approximately $2,247,000. (See Note 6)

NOTE 6:  RELATED PARTIES

Effective  August 1, 2002, the Company sold  substantially  all of its assets to
Payment  Solutions,  in exchange  for the  assumption  by Payment  Solutions  of
substantially  all of  the  Company's  liabilities.  Mr.  Scott  A.  Haire,  the
Company's  President  and Chief  Executive  Officer  directly  owns 0.5%, of the
membership interests in Payment Solutions, and beneficially may be deemed to own
an additional  57.8% through HEB LLC and SAH, LLC. Mr. Haire is also the Manager
of Payment Solutions.

Mr. Gilbert  Valdez,  and Mr. Araldo  Cossutta,  each a director of the Company,
directly  own 0.5%,  and 16.44%,  respectively,  of the  membership  interest in
Payment Solutions.  Mr. Cossutta may be deemed to beneficially own an additional
8.38%  of the  membership  interests  of  Payment  Solutions  thorough  Patricia
Cossutta, his wife.

Mr.  Richard F. Dahlson,  a partner with the law firm of Jackson  Walker L.L.P.,
the Company's  chief legal  counsel,  owns 7.51% of the  membership  interest in
Payment Solutions.

























                                       6
<PAGE>

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.

General
-------

In July of 2001, the Company acquired certain proprietary technology designed to
enable Internet transaction devices (ITDs) to be used as transaction  processing
devices in the field.  The Company  acquired  these  technology  assets with the
intent to provide transaction services to physicians' practices.

Effective May 8, 2002 in accordance  with the terms of the previously  announced
Restructure  and  Settlement  Agreement  dated  as  of  November  5,  2001  (the
"Restructure  and  Settlement   Agreement"),   among  the  Company,   Healthcare
Innovations,  LLC,  Imagine  Investments,  Inc.  ("Imagine")  and  XHI(2),  Inc.
("XHI(2)"),  the Company  completed the sale of its medical clinics  business to
XHI(2). In exchange for the sale, Imagine and XHI(2) surrendered to the Company,
the Company's  promissory  notes in the aggregate  principal amount of $800,000,
plus all  interest  due  thereunder,  and all shares of the  Company's  Series A
Preferred Stock (340,000 shares in the aggregate) held by Imagine and XHI(2). In
addition to receiving the Company's medical clinic business,  Imagine and XHI(2)
also received an aggregate of 4,500,000  shares of the  Company's  common stock.
The Settlement and  Restructure  Agreement was approved at the Company's  Annual
Meeting of Shareholders held on February 11, 2002.  Therefore,  the statement of
operations reflects the unaudited results of discontinued operations.

In the second  quarter of 2002,  the Company  shifted  business  strategies  and
focused on a  restructuring  strategy to  maximize  shareholder  value.  The new
strategy  is  intended  to  maximize  shareholder  value by  seeking  attractive
operating  companies for acquisition.  The Company intends to evaluate companies
that would benefit from access to public  markets.  The Company did not have any
business  operations  during  the  second  quarter  of 2002,  other  than  those
associated  with the  execution  of this  new  strategy  and  with a short  term
agreement to act as an  administration  agent for the clinics  business  sold to
Imagine and XHI(2).




                                       7
<PAGE>

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

As of June 30, 2002, 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. Due to the "start up" nature of the Company's business, the
Company expects to incur losses as it expands.

Our ability to meet future cash  requirements  is dependent upon the our ability
to successfully  obtain external financing and to generate revenues.  We operate
in an  intensely  competitive  industry  and many of our  competitors  have much
greater resources.  There can be no assurance that any of the Company's business
activities will result in any operating revenues or profits. Investors should be
aware that they might lose all or substantially all of their investment.

The  continued  existence of the Company is  dependent  upon our ability to meet
future  financing  requirements  and the  success  of future  operations.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  We believe 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.  Our ability to achieve these objectives  cannot be
determined at this time.

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.

Recent Accounting Pronouncements
--------------------------------

The  Financial  Accounting  Standards  Board  ("FASB") has issued the  following
pronouncements,  none of which are expected to have a significant  affect on the
financial statements:

April 2002 - SFAS No. 145,  "Rescission  of FASB  Statements  No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical  Corrections."  Under SFAS No.
4, all  gains  and  losses  from  extinguishment  of debt  were  required  to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. This Statement eliminates SFAS No. 4 and, thus, the exception
to applying  APB No. 30 to all gains and losses  related to  extinguishments  of
debt.  As a result,  gains and  losses  from  extinguishment  of debt  should be
classified as extraordinary  items only if they meet the criteria in APB No. 30.
Applying the  provisions of APB No. 30 will  distinguish  transactions  that are
part of an  entity's  recurring  operations  from  those  that  are  unusual  or
infrequent  or that meet the criteria  for  classification  as an  extraordinary
item.  Under SFAS No. 13, the required  accounting  treatment  of certain  lease
modifications that have economic effects similar to sale-leaseback  transactions
was  inconsistent  with the required  accounting  treatment  for  sale-leaseback
transactions.  This  Statement  amends  SFAS No. 13 to require  that those lease
modifications   be   accounted   for  in  the  same  manner  as   sale-leaseback
transactions.  This  statement  also makes  technical  corrections  to  existing
pronouncements.  While those  corrections are not substantive in nature, in some
instances, they may change accounting practice.



                                       8
<PAGE>

June 2002 - SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities."  This Statement  addresses  financial  accounting and reporting for
costs associated with exit or disposal  activities and nullifies Emerging Issues
Task Force (EITF) Issue No. 94-3,  "Liability  Recognition for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred in a  Restructuring)."  The  principal  difference  between this
Statement  and EITF  94-3  relates  to its  requirements  for  recognition  of a
liability  for a cost  associated  with  an  exit  or  disposal  activity.  This
Statement  requires  that a  liability  for a cost  associated  with  an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3,
a liability  was  recognized  at the date of an entity's  commitment  to an exit
plan.  This  Statement is  effective  for exit or disposal  activities  that are
initiated after December 31, 2002.

October 2002 - SFAS No. 147, "Acquisitions of Certain Financial Institutions, an
amendment  of FASB  Statements  No. 72 and 144 and FASB  Interpretation  No. 9,"
which  applies to the  acquisition  of all or part of a  financial  institution,
except for a transaction  between two or more mutual  enterprises.  SFAS No. 147
removes  the  requirement  in SFAS  No.  72 and  Interpretation  9  thereto,  to
recognize and amortize any excess of the fair value of liabilities  assumed over
the fair value of tangible and  identifiable  intangible  assets  acquired as an
un-identifiable   intangible   asset.   This   statement   requires  that  those
transactions  be  accounted  for in  accordance  with  SFAS No.  141,  "Business
Combinations,"  and SFAS No. 142,  "Goodwill  and Other  Intangible  Assets." In
addition,  this statement amends SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," to include certain financial institution-related
intangible  assets.  This statement is effective for  acquisitions for which the
date of acquisition is on or after October 1, 2002, and is not applicable to the
Company.

November 2002 - FASB issued FASB Interpretation No. 45 ("FIN 45"),  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  FIN 45 requires  that a liability  be
recorded in the  guarantor's  balance  sheet upon  issuance of a  guarantee.  In
addition,  FIN 45 requires  disclosures  about the guarantees that an entity has
issued,  including a roll-forward of the entity's product warranty  liabilities.
Initial  recognition  and  measurement  provisions  of  the  Interpretation  are
applicable  on a  prospective  basis to  guarantees  issued  or  modified  after
December 31, 2002.  The  disclosure  requirements  are  effective  for financial
statements of interim or annual periods ending after December 15, 2002.

December    2002   -   SFAS   No.    148,    "Accounting    for   Stock    Based
Compensation-Transition  and  Disclosure."  This statement was issued to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
Statement  amends  the  disclosure  requirements  of  Statement  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  This  statement  is effective  for  financial
statements for fiscal years ending after December 15, 2002.  This statement does
not  have  any  impact  on the  Company  because  the  Company  does not plan to
implement the fair value method.

January 2003 - FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties.  FIN 46 is effective for all
new variable  interest  entities created or acquired after January 31, 2003. For
variable  interest  entities  created or acquired prior to February 1, 2003, the
provisions  of FIN 46 must be applied  for the first  interim  or annual  period
beginning after June 15, 2003.

April  2003 - SFAS No.  149,  "Accounting  for  Amendment  of  Statement  133 on
Derivative  Instruments  and Hedging  Activities,"  which  amends and  clarifies
financial accounting and reporting for derivative instruments, including certain


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<PAGE>

derivative  instruments  embedded in other contracts and for hedging  activities
under FASB Statement No. 133, Accounting for Derivative  Instruments and Hedging
Activities.  This Statement is generally effective for contracts entered into or
modified   after  June  30,  2003,   and  all   provisions   should  be  applied
prospectively. This statement does not affect the Company.

May 2003 - SFAS No. 150,  "Accounting  for Certain  Financial  Instruments  with
Characteristics of both Liabilities and Equity," which establishes standards for
how an  issuer  classifies  and  measures  certain  financial  instruments  with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset  in  some  circumstances).  This  Statement  is  effective  for  financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003. It is to be implemented by reporting the cumulative  effect of a change in
an accounting  principle for financial  instruments  created before the issuance
date of the Statement and still  existing at the beginning of the interim period
of adoption.  Restatement is not  permitted.  This statement does not affect the
Company.

Pending accounting pronouncements - It is anticipated current pending accounting
pronouncements  will not have an adverse  impact on the financial  statements of
the Company.

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 2. CHANGES IN SECURITIES

Effective May 8, 2002 in accordance  with the terms of the previously  announced
Restructure  and  Settlement  Agreement  dated  as  of  November  5,  2001  (the
"Restructure  and  Settlement   Agreement"),   among  the  Company,   Healthcare
Innovations,  LLC,  Imagine  Investments,  Inc.  ("Imagine")  and  XHI(2),  Inc.
("XHI(2)"),  the Company  completed the sale of its medical clinics  business to
XHI(2). In exchange for the sale, Imagine and XHI(2) surrendered to the Company,
the Company's  promissory  notes in the aggregate  principal amount of $800,000,
plus all  interest  due  thereunder,  and all shares of the  Company's  Series A
Preferred Stock (340,000 shares in the aggregate) held by Imagine and XHI(2). In
addition to receiving the Company's medical clinic business,  Imagine and XHI(2)
also received an aggregate of 4,500,000  shares of the  Company's  common stock.
The Settlement and  Restructure  Agreement was approved at the Company's  Annual
Meeting of Shareholders held on February 11, 2002. The issuance of the Company's
common  stock  described  above was made in reliance  upon the  exemptions  from
registration  requirements  of the  Securities  Act of  1933,  as  amended  (the
"Securities Act"),  contained in Section 4(2) on the basis that such transaction
did not involve a public offering.  The certificates  evidencing the shares bear
legends  stating that the securities are not to be offered,  sold or transferred
other than pursuant to an effective  registration statement under the Securities
Act or an exemption from such registration requirements.

On June 17, 2002, the Company issued 4,600,000 shares of its common stock to Mr.
Mark Wilson for consulting  services rendered in connection with the Restructure
and Settlement Agreement.  The shares of common stock were issued at fair market


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<PAGE>

value at the time of issuance. The issuance of these shares was made in reliance
upon  the  exceptions  from  registration  requirement  of  the  Securities  Act
contained  in Section 4 (2) on the basis that such  issuance  did not  involve a
public  offering.  Immediately  after  receiving  the shares,  Mr. Wilson gifted
1,000,000 of these shares to Della Wilson, Mr. Wilson's wife.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On  June  21,  2002,  the  Company   received  the  approval  of  the  Company's
shareholders  for a one for one hundred  reverse stock split.  This approval was
obtained by the written consent of shareholders holding 42,028,101 shares of the
Company's  common stock,  which number  represented a majority of the issued and
outstanding  shares of the Company's  common stock at that time. No shareholders
of the Company  were  requested to provide the Company with a proxy or vote with
respect  to this  matter  and,  therefore,  no  shareholders  voted  against  or
abstained from voting for this matter.

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

(a) Exhibits

     3.1  Articles of Incorporation*
     3.2  Bylaws*
     10.1 Restructure  and Settlement  Agreement dated as of November 5, 2001 by
          and  among  MB  Software  Corporation,  Healthcare  Innovations,  LLC,
          Imagine Investments, Inc., and XHI(2), Inc. (incorporated by reference
          to the Company's  Form 10-QSB for the fiscal  quarter ended  September
          30, 2001)
     31.1 Certification of Principal  Executive Officer and Principal  Financial
          Officer  in  accordance  with 18 U.S.C.  Section  1350,  as adopted by
          Section 302 of the Sarbanes-Oxley Act of 2002*
     32.1 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*
---------
*  Filed herewith

(b) Reports on Form 8-K

     The Company  filed no reports on Form 8-K during the quarter ended June 30,
     2002.






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<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: Aug. 12, 2003                       /s/ Scott A. Haire
                                         ---------------------------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (Principal Financial Officer)






























                                       12
<PAGE>

                                Index of Exhibits



3.1  Articles of Incorporation*

3.2  Bylaws*

10.1 Restructure  and Settlement  Agreement  dated as of November 5, 2001 by and
     among  MB  Software  Corporation,   Healthcare  Innovations,  LLC,  Imagine
     Investments,  Inc.,  and XHI(2),  Inc.  (incorporated  by  reference to the
     Company's Form 10-QSB for the fiscal quarter ended September 30, 2001)

31.1 Certification  of  Principal  Executive  Officer  and  Principal  Financial
     Officer in  accordance  with 18 U.S.C.  Section 1350, as adopted by Section
     302 of the Sarbanes-Oxley Act of 2002*

32.1 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*
---------

* Filed herewith
























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