U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 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   [ ]               No   [X]


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 December  31,  1998,  68,580,000  shares of the  Issuer's  $.001 par value
common stock were outstanding.

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








<PAGE>







                             MB SOFTWARE CORPORATION

                                   Form 10-QSB

                          Quarter Ended March 31, 1998


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                     PAGE NUMBER

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                March 31, 1998 (Unaudited)                               F-1-F-2

                Consolidated Statements of Operations  -
                for the Three Months ended March 31, 1998
                (Unaudited)                                              F-3-F4

                Consolidated Statements of Cash Flows
                for the Three Months ended March 31, 1998
                (Unaudited)                                              F-5-F-6

                Notes to Consolidated Financial Statements                 F-7

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

PART II - OTHER  INFORMATION


           Item 5  -  Other Information                                     4


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

SIGNATURES                                                                  4






                                       2


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                      March 31,  December 31,
                                                       1998        1997
                                                    -----------  ------------
                                                    (Unaudited)

CURRENT ASSETS
   Cash                                             $  135,451   $  714,927
   Accounts Receivable -
       Medical receivables, net of
           allowance for doubtful accounts of
           $530,286 and $390,562 in 1998
           and 1997, respectively                    1,458,864    1,403,694
       Trade accounts receivable, net of
           allowance for doubtful accounts of
           $11,108 in 1998 and 1997, respectively      369,199      330,634
   Notes receivable - Current Portion                  208,178      108,178
   Prepaid Expenses and Other                            6,040        9,688
                                                    ----------   ----------
              TOTAL CURRENT ASSETS                   2,177,732    2,567,121
                                                    ----------   ----------

PROPERTY AND EQUIPMENT, NET                            422,173      446,803
                                                    ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization           621,859      819,080
   Software Development Costs, net of accumulated
       amortization                                    269,545      405,966
   Note Receivable, net of current portion             374,683      203,569
   Deposits and Other Assets                            83,547       83,627
                                                    ----------   ----------
              TOTAL OTHER ASSETS                     1,349,634    1,512,242
                                                    ----------   ----------

NET ASSETS OF DISCONTINUED OPERATIONS                  180,457      186,362
                                                    ----------   ----------

                                                    $4,129,996   $4,712,528
                                                    ==========   ==========











                                   (Continued)

                                       F-1


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                       March 31,    December 31,
                                                        1998           1997
                                                     -----------    -----------
                                                                               
                                                     (Unaudited)

CURRENT LIABILITIES
   Notes Payable                                     $   605,312    $   605,312
   Current Maturities of Long-Term Debt                1,369,695      1,344,229
   Accounts payable                                      279,205        472,286
   Accrued liabilities                                   224,300        250,261
   Other liabilities - related party                      59,000         89,000
   Deferred revenues                                      78,638        108,658
                                                     -----------    -----------
              TOTAL CURRENT LIABILITIES                2,616,150      2,869,746

LONG-TERM DEBT, NET OF CURRENT
       MATURITIES                                        537,811        559,680
                                                     -----------    -----------
              TOTAL LIABILITIES                        3,153,961      3,429,426
                                                     -----------    -----------

MINORITY INTEREST IN CONSOLIDATED
   SUBSIDIARIES                                        1,593,824      1,754,841
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES                               --             --

SHAREHOLDERS' DEFICIT
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 68,580,000 shares issued               68,580         68,580
   Additional paid-in capital                          1,035,625      1,035,625
   Accumulated deficit                                (1,709,955)    (1,563,905)
   Treasury stock, at cost; 409,577 shares               (12,039)       (12,039)
                                                     -----------    -----------
              TOTAL SHAREHOLDERS' DEFICIT               (617,789)      (471,739)
                                                     -----------    -----------
                                                     $ 4,129,996    $ 4,712,528
                                                     ===========    ===========















                                       F-2


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                         Three Months Ended
                                                       ----------------------
                                                        March 31,   March 31, 
                                                           1998        1997
                                                       ----------   ---------
REVENUES
   Medical income                                      $ 657,073    $ 532,647
   Service fee and broker income                         164,916         --
   Software & maintenance sales                          162,308      416,264
   Other income                                             --         17,853
                                                       ---------    ---------
           TOTAL REVENUES                                984,297      966,764
                                                       ---------    ---------

COST OF REVENUES
   Cost of software and maintenance                       33,094       96,788
   Cost of medical services                              597,577      307,466
                                                       ---------    ---------
           TOTAL COST OF REVENUES                        630,671      404,254
                                                       ---------    ---------

              GROSS PROFIT                               353,626      562,510
                                                       ---------    ---------

OPERATING EXPENSES
   Selling, general and administrative                   520,056      446,801
   Depreciation and amortization                          88,550       72,119
                                                       ---------    ---------
           TOTAL OPERATING EXPENSES                      608,606      518,920
                                                       ---------    ---------

              INCOME (LOSS) FROM OPERATIONS             (254,980)      43,590

OTHER INCOME (EXPENSES)
   Gain on Sale of Asset                                   1,501         --
   Interest expense                                      (68,969)     (51,508)
   Interest income and other                              21,286         --
                                                       ---------    ---------

              INCOME (LOSS) FROM CONTINUING
                OPERATIONS                              (301,162)      (7,918)

DISCONTINUED OPERATIONS
   (Loss) from operations of discontinued subsidiary      (5,905)        --
                                                       ---------    ---------

              (LOSS) BEFORE MINORITY INTEREST           (307,067)      (7,918)

MINORITY INTEREST INCOME (LOSS)                          161,017         --
                                                       ---------    ---------

              NET (LOSS)                               $(146,050)   $  (7,918)
                                                       =========    =========




                                   (Continued)

                                       F-3


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                   (CONTINUED)

                                                Three Months Ended
                                             -------------------------
                                              March 31,    March 31, 
                                                1998         1997
                                             -----------   -----------

INCOME PER WEIGHTED AVERAGE
   COMMON SHARE
       Continuing Operations                 $      --     $      --
       Discontinued Operations                      --            --
                                             -----------   -----------

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

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                                68,580,000    67,885,000
                                             ===========   ===========























                                       F-4


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                         Three Months Ended
                                                       -----------------------
                                                        March 31,   March 31, 
                                                          1998        1997    
                                                        ---------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                                   $(146,050)   $  (7,918)
   Adjustments to reconcile net income (loss) to net
       cash used by operating activities:
           Minority Interest In Loss                    (161,017)        --
           Loss from Discontinued Operations               5,905         --
           Depreciation and Amortization                  88,550       72,119
           Gain on Sale of Assets                         (1,501)        --
   Changes in assets and liabilities:
           Trade Accounts Receivable                     (93,735)     (59,300)
           Notes Receivable                                3,489        5,000
           Prepaid expenses and other                      3,648         (250)
           Deposits                                       (3,562)        (154)
           Accounts payable and accrued liabilities     (219,042)     (88,498)
           Other liabilities                             (30,000)     (30,000)
           Deferred revenues                             (30,019)     (36,045)
                                                       ---------    ---------
                      NET CASH USED BY                    
                          OPERATING ACTIVITIES          (583,334)    (145,046)
                                                       ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                    (1,239)    (125,955)
   Software development costs capitalized                   --        (61,725)
   Proceeds from Sale of Assets                            1,501         --
                                                       ---------    ---------
                      NET CASH PROVIDED (USED) BY
                          INVESTING ACTIVITIES               262     (187,680)
                                                       ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                  (296,404)    (443,113)
   Proceeds from notes payable                           300,000      876,398
                                                       ---------    ---------
                      NET CASH PROVIDED BY
                          FINANCING ACTIVITIES             3,596      433,285
                                                       ---------    ---------









                                   (Continued)

                                       F-5


<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)


                                                         Three Months Ended
                                                     --------------------------
                                                      March 31,     March 31, 
                                                        1998          1997      
                                                     ------------   -----------


INCREASE (DECREASE) IN CASH                             (579,476)       100,559

CASH AT BEGINNING OF PERIOD                              714,927        196,653
                                                     -----------    -----------

CASH AT END OF PERIOD                                $   135,451    $   297,212
                                                     ===========    ===========

SUPPLEMENTAL INFORMATION
   Cash paid during the period for interest          $    28,969    $    25,181
                                                     ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
       Issuance of treasury stock in settlement of
           note payable                              $      --      $    45,000
       Note Payable                                         --          (45,000)
       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)          --
                                                     -----------    -----------

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

















                                       F-6


<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 three month period
ended March 31, 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.

In April 1998, the Company  borrowed $1.4 million from Stone Capital pursuant to
the terms of a  promissory  note which  gives  Healthcare  Innovations,  LLC the
option to convert the note and its 49% ownership interest to preferred stock.


                                       F-7

<PAGE>

                              SOFTWARE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998
                                   (Unaudited)

1.       BASIS OF PRESENTATION

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted,  although  management  believes the  disclosures
herein are adequate to make the  information  presented  not  misleading.  These
interim financial  statements should be read in conjunction with the most recent
financial statements of MB Software Corporation included in the Company's report
on Form 10-KSB for the year ended December 31, 1997.

The interim  financial  information  included  herein is  unaudited;  however it
reflects all adjustments  (consisting  solely of normal  recurring  adjustments)
which are, in the opinion of management,  necessary for a fair  presentation  of
financial position, results of operations and cash flows for the interim period.
The  results of  operations  for the three  months  ended March 31, 1998 are not
necessarily indicative of the results to be expected for the full year.

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

The Company
MB Software Corporation as previously  announced,  continued its transition away
from a  single-dimensional  software company,  toward a healthcare  company that
maximizes its software  heritage.  The Company owns and manages nine  healthcare
operations in sites concentrated in Florida, Texas, Nevada, Utah and California.

In April 1998, the Company acquired two major clinics with  substantial  revenue
base, while divesting itself of two less cost effective operations. Acquired was
the Victory  Medical and Family  Health Clinic based in Austin,  Texas.  Victory
Medical is a  multi-specialty  clinic with a strong physical medicine and family
practice  orientation.  The  Company  acquired a Fort Worth  Rehab  Clinic as it
continues  its focus on Physical  Medicine and the Rehab  business.  The Company
plans to expand its technology to offer more services that are not being offered
in the Clinics at the present  time,  thereby  enhancing  the revenue and growth
base for both  facilities.  The Company divested itself of Santiago SDS, Inc., a
Newport Beach,  California based software business serving billing centers, sole
practitioner  physicians  and  multi-specialty  clinics.  The  Company  retained
ownership to OneClaim Plus(TM),  its proprietary  practice  management  software
that it continues to use throughout its multi-state  operations.  Moreover,  the
Company  also sold Sandy Home  Health in the  quarter  ended  March 31, 1998 and
opted to focus on healthcare  operations with greater profit  potential and less
administrative overhead.

Results of Operations

Note:  The Company will amend its Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1997 to reflect  changes  made to its  financial  statements  in
connection  with the annual  audit.  The results set forth below for the quarter
ended March 31, 1997  represent the results that will be included in the amended
Form 10-Q.

This  section  discusses  the  results  of  operations  of the  Company  and its
subsidiaries  for the  quarterly  period ended March 31,  1998.  Revenues in the
quarter ended March 31, 1997, inched upward to $984,297,  over $966,764 reported
in the same  quarter,  1997.  Revenues  were  generated  primarily  from medical
services and to less extent from service fees and software sales.

Operating  Expenses  increased  to $608,606 in the quarter  ended March 31, 1998
compared to 518,920 for the same  quarter of 1997,  a 17%  increase in operating
expenses.  Said increase was directly attributable to operational realignment of
companies.

The Company  reported a net loss of  ($146,050)  in the quarter  ended March 31,
1998 over the same period in 1997.  Major  contributors  to the  shortfall  were
depreciation, write-downs and credit adjustments.


                                       3

<PAGE>


Total current  liabilities  decreased to $2,616,150  for the quarter ended March
31, 1998 compared to $3,012,424 for the same period in 1997.

The Company  maintains that a strategy of healthcare  acquisitions  coupled with
cost effective software systems and management are proven and methodology.

Liquidity and Capital Resources

As of March 31,  1998,  the  Company  reported  total  assets of  $4,129,996  as
compared  to  $4,103,141  for the same period in 1997,  Net working  capital was
($438,418)  for the quarter ended March 31, 1998 for  ($512,311) for the quarter
ended March 31, 1997.


PART II  -  OTHER INFORMATION

ITEM 5.     OTHER INFORMATION


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

Exhibits - All exhibits are  incorporated  by reference  from prior filings with
the Commission.

Financial  Statements  - See Item 1 for  financial  statements  filed  with this
report.
 
Reports on Form 8-K - Form 8-K filed March 23, 1998.


--------------------------------------------------------------------------------
                                   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 9, 1998                          /s/ Scott A. Haire
                                         ----------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (Principal Financial Officer)




                                       4