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


                                  FORM 10-QSB 

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


               For the quarterly period ended: September 30, 1998

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

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION

Colorado                                                  59-2219994
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification Number)


                      2225 E. Randol Mill Road - Suite 305
                           Arlington, Texas 76011-6306
                                 (817) 633-9400


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for shorter period that the  registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                    Yes   [X]               No   [ ]


Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.
                                    Yes   [X]               No   [ ]


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

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







<PAGE>

<TABLE>

<CAPTION>

                             MB SOFTWARE CORPORATION

                                   Form 10-QSB

                        Quarter Ended September 30, 1998


INDEX

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

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                September 30, 1998 (Unaudited) and December 31, 1997 (Audited)          F-1,F-2
                             
                Consolidated Statements of Operations
                for the Nine Months and Three Months ended  September 30, 1998)
                and September 1997 (Unaudited)                                          F-3,F-4

                Consolidated Statements of  Cash Flow                                           
                for the Nine Months ended September 30, 1998 (Unaudited                         
                and  December 31,1997   (Audited)                                       F-5,F-6    

                Notes to Consolidated Financial Statements                              F-7,F-8

           Item 2  -  Management's Discussion
           and Analysis of Financial Condition or Plan of Operation                     3-6
                                                                                        

PART II - OTHER  INFORMATION



           Item 4  - Submission of Matters to Vote by Security Holders                  8

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

SIGNATURES                                                                              9 


</TABLE>

                                       2

<PAGE>
                  
<TABLE>


<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

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

CURRENT ASSETS
   Cash                                                      $  571,518      $  710,335
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts and contractual
           allowances of $ 914,045 and $390,572 in 1998
           and 1997, respectively                             1,588,136        1,383,310
       Trade accounts receivable, net of
           allowance for doubtful accounts of $ 221,222
           $11,108 in 1998 and 1997, respectively               114,140          330,634
   Notes receivable - current portion                           163,835          108,178
   Prepaid expenses and other                                     1,700            2,640
                                                             ----------       ----------

              TOTAL CURRENT ASSETS                            2,439,329        2,535,097
                                                             ----------       ----------

PROPERTY AND EQUIPMENT, NET                                     442,246          413,874
                                                             ----------       ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization                    359,439          799,462
   Software development costs, net of accumulated
       amortization                                             213,331          405,966
   Notes receivable, net of current portion                     255,700          203,569
   Deposits and other assets                                     74,453           80,493
                                                             ----------       ----------

              TOTAL OTHER ASSETS                                902,923        1,489,490
                                                             ----------       ----------

NET ASSETS OF DISCONTINUED OPERATIONS                            32,592          238,138
                                                             ----------       ----------

                                                             $3,817,090       $4,676,599
                                                             ==========       ==========


</TABLE>



                                   (Continued)

                                       F-1


<PAGE>


<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

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

CURRENT LIABILITIES
   Notes payable
       Related parties                                 $ 1,700,000    $   300,000
       Other                                               372,556        257,933
   Current maturities of long-term debt
       Related parties                                     917,808      1,298,808
       Other                                                49,659         50,438
   Accounts payable                                        515,032        469,834
   Accrued liabilities                                     224,099        250,261
   Other liabilities - related party                        59,000         89,000
   Deferred revenues                                        39,145        108,657
                                                       -----------    -----------

              TOTAL CURRENT LIABILITIES                  3,877,299      2,824,931

LONG-TERM LIABILITIES
   Long-term debt, net of current maturities
       Related party                                       500,000        500,000
       Other                                                65,566         68,566
                                                       -----------    -----------

              TOTAL LIABILITIES                          4,442,865      3,393,497
                                                       -----------    -----------

MINORITY INTEREST IN CONSOLIDATED
   SUBSIDIARIES                                          1,445,622      1,754,841
                                                       -----------    -----------

COMMITMENTS AND CONTINGENCIES                                 --             --

SHAREHOLDERS' DEFICIT
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 68,700,000 and 68,580,000 shares
       issued, respectively                                 68,700         68,580
   Additional paid-in capital                            1,041,505      1,035,625
   Accumulated deficit                                  (3,169,563)    (1,563,905)
   Treasury stock, at cost; 409,577 shares                 (12,039)       (12,039)
                                                       -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT               (2,071,397)      (471,739)
                                                       -----------    -----------

                                                       $ 3,817,090    $ 4,676,599
                                                       ===========    ===========

</TABLE>


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

                                       F-2


<PAGE>


<TABLE>

<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                       Three Months Ended September 30,  Nine Months Ended September 30,
                                       --------------------------------  -------------------------------
                                             1998           1997              1998          1997
                                         -----------    -----------       -----------    -----------
<S>                                      <C>            <C>               <C>            <C>

REVENUES
   Medical income                        $ 1,231,213    $ 1,208,090       $ 3,532,648    $ 2,989,155
   Service fee and broker income             112,994         71,906           455,661         71,906
   Software & maintenance sales               35,849        344,058           296,053      1,154,722
   Other income                                 --             --               --           31,713
                                         -----------    -----------       -----------    -----------
                                           1,380,056      1,624,054         4,284,362      4,247,496
       Less contractual adjustments         (443,114)      (547,674)       (1,091,345)      (804,835)
                                         -----------    -----------       -----------    -----------

           NET REVENUES                      936,942      1,076,380         3,193,017      3,442,661
                                         -----------    -----------       -----------    -----------

COST OF REVENUES
   Cost of software and maintenance            7,440        159,312            21,867        371,585
   Cost of medical services                  546,769        614,211         1,857,200      1,688,658
                                         -----------    -----------       -----------    -----------

           TOTAL COST OF REVENUES            554,209        773,523         1,879,067      2,060,243
                                         -----------    -----------       -----------    -----------

              GROSS PROFIT                   382,733        302,857         1,313,950      1,382,418
                                         -----------    -----------       -----------    -----------

OPERATING EXPENSES
   Selling, general and administrative     1,363,271        573,901         2,309,550      1,486,217
   Depreciation and amortization             306,048         88,796           488,305        263,768
                                         -----------    -----------       -----------    -----------

           TOTAL OPERATING EXPENSES        1,669,319        662,697         2,797,855      1,749,985
                                         -----------    -----------       -----------    -----------

              INCOME (LOSS) FROM
                 OPERATIONS               (1,286,586)      (359,840)       (1,483,905)      (367,567)
                                         -----------    -----------       -----------    -----------

OTHER INCOME (EXPENSE)
   Gain on sale of assets                       --          269,724              --          269,724
   Interest expense
       Related parties                       (93,740)      (114,870)         (225,815)      (248,692)
       Other                                  (2,860)        (7,864)           (9,480)       (17,026)
   Other                                       5,091         30,250            87,350         30,250
                                         -----------    -----------       -----------    -----------

           TOTAL OTHER INCOME
              (EXPENSE)                      (91,509)       177,240          (147,945)        34,256
                                         -----------    -----------       -----------    -----------

              NET (LOSS) FROM
                 CONTINUING
                 OPERATIONS BEFORE
                 MINORITY INTEREST        (1,378,095)      (182,600)       (1,631,850)      (333,311)

</TABLE>

                                   (Continued)

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

                                       F-3


<PAGE>

<TABLE>

<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                   (CONTINUED)


                                     Three Months Ended September 30,  Nine Months Ended September 30,
                                     --------------------------------  -------------------------------
                                           1998            1997              1998            1997
                                      ------------    ------------      ------------    ------------
<S>                                   <C>             <C>               <C>             <C>


MINORITY INTEREST IN (LOSS)           $    139,665    $    173,548      $    309,219    $    173,548
                                      ------------    ------------      ------------    ------------

              NET INCOME (LOSS)
                BEFORE DISCONTINUED
                OPERATIONS              (1,238,430)         (9,052)       (1,322,631)       (159,763)
                                      ------------    ------------      ------------    ------------

DISCONTINUED OPERATIONS
   Income (loss) from discontinued
       operations                         (243,085)         40,542          (302,571)         40,542
   Gain on disposal of subsidiary           19,544            --              19,544            --
                                      ------------    ------------      ------------    ------------

              NET INCOME (LOSS)       $ (1,461,971)   $     31,490      $ (1,605,658)   $   (119,221)
                                      ============    ============      ============    ============

INCOME (LOSS) PER SHARE
   Continuing operations              $       (.02)   $       (.00)     $       (.02)   $       (.00)
   Discontinued operations -
       Income (loss) on operations            (.00)            .00              (.00)            .00
       Gain on disposal                        .00            --                 .00            --
                                      ------------    ------------      ------------    ------------


              TOTAL                   $       (.02)   $        .00      $       (.02)   $       (.00)
                                      ============    ============      ============    ============

WEIGHTED-AVERAGE COMMON
   SHARES OUTSTANDING                   68,700,000      67,921,750        68,652,000      67,899,700
                                      ============    ============      ============    ============

</TABLE>






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

                                       F-4



<PAGE>


<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                          Nine Months Ended September 30,
                                                          ------------------------------
                                                               1998           1997
                                                           ------------   ------------
<S>                                                        <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) from continuing operations                   $(1,322,631)   $  (159,763)
   Adjustments to reconcile net (loss) to net
       cash used by operating activities:
           Depreciation and amortization                       488,305        273,708
           Change in allowance for doubtful accounts and
              contractual allowances                           733,587        397,677
           Minority interest in loss                          (309,219)      (173,548)
           Gain on sale of assets                                 --         (269,724)
   Changes in assets and liabilities:
           Accounts receivable                                (721,919)       138,921
           Notes receivable                                    125,417        (23,162)
           Prepaid expenses and other                              940        (19,507)
           Deposits                                             (4,886)         1,159
           Accounts payable and accrued liabilities             19,036         97,119
           Other liabilities                                   (30,000)      (100,000)
           Deferred revenues                                   (69,512)       (79,526)
                                                           -----------    -----------

                      NET CASH (USED) PROVIDED BY
                          CONTINUING OPERATIONS             (1,090,882)        83,354
                                                           -----------    -----------

                      NET CASH (USED) PROVIDED BY
                          DISCONTINUED OPERATIONS              (77,481)        40,542
                                                           -----------    -----------

                      NET CASH (USED) PROVIDED BY
                          OPERATING ACTIVITIES              (1,168,363)       123,896
                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                        (106,298)      (299,135)
   Software development costs capitalized                         --         (175,925)
   Organizational costs                                           --          (72,832)
                                                           -----------    -----------

                      NET CASH (USED) BY
                          INVESTING ACTIVITIES                (106,298)      (547,892)
                                                           -----------    -----------



</TABLE>



                   The accompanying notes are an integral part
                          of these financial statements
                                   (Continued)

                                       F-5


<PAGE>

<TABLE>
 
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)

                                                             Nine Months Ended September 30,
                                                             -------------------------------
                                                                  1998           1997
                                                              ------------   ------------
<S>                                                           <C>            <C>

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable
       Related parties                                        $  (681,000)   $(2,226,000)
       Other                                                     (348,563)      (252,309)
   Proceeds from notes payable
       Related parties                                          1,700,000      1,017,906
       Other                                                      459,407        527,934
   Minority investment in subsidiaries - related party               --        2,000,000
   Issuance of common stock                                         6,000         14,872
                                                              -----------    -----------

                  NET CASH PROVIDED BY
                          FINANCING ACTIVITIES                  1,135,844      1,082,403
                                                              -----------    -----------

INCREASE (DECREASE) IN CASH                                      (138,817)       658,407

CASH AT BEGINNING OF PERIOD                                       710,335        196,653
                                                              -----------    -----------

CASH AT END OF PERIOD                                         $   571,518    $   855,060
                                                              ===========    ===========

SUPPLEMENTAL INFORMATION
   Cash paid during the period for interest                   $   174,834    $   153,580
                                                              ===========    ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES
       Purchase of medical clinics
           Medical assets acquired                            $      --      $(2,260,028)
           Goodwill acquired                                         --         (477,665)
           Accounts payable and accrued liabilities assumed          --          833,489
           Note payable                                              --        1,894,204
           Note receivable reduction                                 --           10,000
           Note receivable                                           --         (346,811)
           Proceeds from sale of assets                              --          346,811
       Sale of software assets                                    233,205           --
       Increase in notes receivable                              (233,205)          --
                                                              -----------    -----------

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

</TABLE>


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

                                       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 nine month period
ended September 30, 1998, are not necessarily indicative of the results that may
be expected for the year ending December 31, 1998.


NOTE 2:  DISCONTINUED OPERATIONS

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

In July 1998, the Company closed C.F.H.C., LLC located in Arlington, Texas.


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  were to provide  administrative  and  management
services  for the  clinic.  The assets of Victory  Medical  and Family Care were
purchased by the Company with issuance of 400,000 shares of the Company's common
stock.  As of September  1998,  the Company is involved in  litigation  with the
previous owners of Victory. The investment in Victory and the unpaid fees earned
have been fully reserved in the accompanying financial statements.

                                       F-7


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4:  RECLASSIFICATION

Certain  prior  year  amounts  have been  reclassified  to  conform  to the 1998
presentation as it relates to the discontinued operations.




















                                   F-8

<PAGE>


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

General

The following is a summary of the Company and its operating  subsidiaries  as of
December 31, 1997 and September 30, 1998, plus the subsidiary that was organized
and subsequently discontinued in 1998:

<TABLE>
                                                                                                           Organized and
                                                                             Operating at                  Discontinued
Name of Company/Subsidiary                     Location        December 31, 1997     September 30, 1998     in 1998
--------------------------                -----------------    -----------------     ------------------    -------------
<S>                                       <C>                     <C>                    <C>                 <C>    

MB Software Corporation (Parent)          Arlington, TX            Yes                    Yes                  -
   MB Software Solutions, Inc.            Arlington, TX            Yes                    Yes                  -
       (formerly Sandiago SDS, Inc.)
   Multicare Plus, Inc.                   Ft. Worth, TX             No                    Yes                  -
   MB Healthcare Management, Inc.         Austin, TX                No                    No                   Yes
       (Management company for
           Victory Medical)
   MB Healthcare Corp                     Arlington, TX             Yes                   Yes                  -
   Healthcare Innovations, LLC
       (51% ownership)                    Arlington, TX             Yes                   Yes                  -
           NFPM, LLC                      Jacksonville, FL          Yes                   Yes                  -
           CFHC, LLC                      Arlington, TX             Yes                   No                   -
           Oak Tree Receivables, LLC      Arlington, TX             Yes                   Yes                  -
           Color Country Health Express   St. George, UT            Yes                   Yes                  -
           Nevada Multicare, Inc.         Las Vegas, NV             Yes                   Yes                  -
           Sandy Home Health Care, LLC    St. George, UT            Yes                   No                   -

</TABLE>


In the third quarter of 1998, MB Software  Corporation  (the "Company")  focused
primarily  on  operations  of its  existing  healthcare  businesses  and further
reorganization  and  development  of its medical  practice  management  software
business.  Part of the focus  centered on the profit  potential  of its existing
businesses.  As a result of that  analysis,  the Company  has taken  significant
steps regarding its healthcare  businesses,  which have had a material effect on
third quarter results of operations.

The  Company  has  concluded  that  it  cannot  operate  healthcare   businesses
profitably  pursuant  to  practice  management  agreements.  This means that the
Company must own the  practice  (and the rights to all profits  therefrom),  and
employ physicians and other professionals to staff the practice.  However,  most
state  corporate  practice of medicine  laws prohibit  corporations  such as the
Company from owning physician practices and employing  physicians to operate the
practice.  As a result,  the Company will focus in the future on  non-physicians
healthcare businesses such as rehabilitation clinics, chiropractic practices and
nurse  practitioner  operations,  and to  healthcare  businesses in the state of
Florida.  As a result, the Company will operate its businesses directly and will
not use any management  contracts in its healthcare  business,  only  employment
agreements for those who provide services to those businesses.

In August 1998, the Company moved its medical software  business from California
to its main  offices in  Arlington.  The  Company  expects to realize  some cost
savings associated with this move.

The Company did not have any material changes in its Year 2000 compliance status
from that disclosed in the Form 10Q for the quarter ended June 30, 1998,  except
that the Company's One Claim PlusTM  software has met the  compliance  standards
for Medicare and as a result, will meet compliance standards for the industry as
a whole.

The Company has  discontinued  the operations of three clinics located in Austin
and  Arlington,  Texas  and  St.  George,  Utah,  and  recognized  a  loss  from
discontinued  operations  of $223,541 for the three months ended  September  30,
1998.

                                       3


<PAGE>

The third quarter  results reflect a reversal of $116,000 for fees and a reserve
of  $199,289  of  investment  related  to the  previously  disclosed  litigation
relating to the Company's attempted acquisition of Victory Medical & Family Care
in  Austin,  Texas.  As of the date of this  filing,  that  litigation  is still
pending.

The third  quarter  results also reflect a reserve and charge to  operations  of
$127,000  that relates to the sale by the Company of the  subsidiary's  name and
certain sales and marketing rights of its wholly owned subsidiary  Santiago SDS,
Inc. An additional reserve and charge to operations of $163,000 is applicable to
the  receivable  related  to  the  sale  of the  dental  software  in  the  same
subsidiary.  The  reserve  and charge to  operations  is a result of the lack of
payments  received by the Company from the purchasers.  The Company is currently
attempting to resolve these collection problems.

The  Company's  remaining  healthcare  businesses  consist  of three  clinics in
Jacksonville, Florida, a nurse practitioner operation in St. George, Utah, and a
chiropractic  clinic in Las Vegas,  Nevada.  The  Florida  clinics  account  for
approximately 82% of gross medical revenues.

The following  summarizes  the results of operations for the three month and the
nine month period ended September 30, 1998 and 1997:

<TABLE>

                                              Three Months Ended                            Nine Months Ended
                                                September 30,                                   September 30,
                                ------------------------------------------     ------------------------------------------
                                     1998         %        1997        %           1998         %         1997        %
                                ------------- -------  ------------ ------     ------------   -----  ------------  ------
<S>                            <C>            <C>      <C>          <C>        <C>            <C>    <C>           <C>    

Medical Activities:
   Gross Revenue                 $ 1,231,213  100.0 *   $1,208,090   100.0      $ 3,532,648   100.0   $ 2,989,155   100.0
   Contractual Allowance            (443,114)  36.0 *     (547,674)   45.3       (1,091,345)   30.9      (804,835)   26.9
                                ------------  -----    -----------   -----      -----------    ----  ------------   -----
       Net Revenues                  788,099   64.0 *      660,416    54.7        2,441,303    69.1     2,184,320    73.1
                                              =====                  =====                     ====                 =====

   Cost of Revenue                  (546,769)  69.4**     (614,211)   93.0       (1,857,200)   76.1    (1,688,658)   77.3
                                ------------  -----    -----------   -----      -----------    ----   -----------   -----
       Gross Profit              $   241,330   30.6**       46,205     7.0          584,103    23.9       495,662    22.7
                                ------------  ======   -----------  ======     ------------    ====  ------------   =====

Service Fees                         112,994                71,906                  455,661                71,906
                                ------------           -----------             ------------         -------------

Software Activities:
   Gross Revenue                      35,849               344,058                  296,053             1,154,722
   Cost of Revenue                     7,440               159,312                   21,867               371,585
                                ------------           -----------             ------------          ------------
       Gross Profit                   28,409               184,746                  274,186               783,137
                                ------------           -----------             ------------          ------------

   Other Revenue                           -                       -                      -                31,713
                                ------------          --------------           ------------         -------------
       Gross Profit                  382,733               302,857                1,313,950             1,382,418

Operating Expenses:
   Selling, General and
       Administrative -:
       Bad Debt Expense              513,300                     -                  687,342                28,560
       Other General and
           Administrative            849,971               573,901                1,622,208             1,457,657
                                ------------           -----------              -----------          ------------
                                   1,363,271               573,901                2,309,550             1,486,217

   Depreciation and Amortization     306,048                88,796                  488,305               263,768

   Interest Expense and Other
       Income and Expense             91,509                92,484                  147,945               235,468

Gain on Sale of Dental Software            -               269,724                        -               269,724
                                ------------           -----------             ------------          ------------

Loss from Continuing Operations
   before Minority Interest     $ (1,378,095)          $  (182,600)            $ (1,631,850)         $   (333,311)
                                ============           ===========             ============          ============

</TABLE>

Notes
-----

*  Computed as percentage of Gross Medical Revenue
**     Computed as percentage of Net Medical Revenue

                                       4

<PAGE>


Three Months Ended  September 30, 1998 Compared to Three Months Ended  September
30, 1997
--------------------------------------------------------------------------------

Gross medical revenues for the three month periods remain  relatively  constant;
however, the contractual allowance adjustment declined 19.1% to $443,114 for the
three months  ended  September  30, 1998  compared  with  $547,674 for the three
months ended  September 30, 1997. In 1997, the Company was not as  knowledgeable
about the collection of medical  receivables  since the first medical clinic was
purchased  on  February  1, 1997;  therefore,  the  pattern  of the  contractual
allowance was not recognized until the quarter ended September 30, 1997, thereby
resulting  in a greater than normal  provision  rate for the quarter to properly
state the overall reserve for  contractual  allowance at September 30, 1997. The
cost of medical  revenues  declined  11% to $546,769  for the three months ended
September 30, 1998 compared to $614,211 for the three months ended September 30,
1997. This modest decline in expenses was the result of  efficiencies  gained in
the operations of the clinics with the Company's increased operating experience.

On July 31, 1997, the Company formed Healthcare  Innovations,  LLC (HILLC) which
assumed control of all medical operations then owned by the Company and was used
as the  acquisition  entity for all future  medical  clinic  acquisitions.  This
entity was funded by a $2,000,000  infusion of cash by one of its member  owners
for a 49% ownership interest.  By agreement with the funding member, the Company
could charge the operations of HILLC for its cost of administration. The service
fees for three months ended September 30, 1998 was $112,994 which represent cost
allocation  for a three (3) month  period  while the $71,906 of service fees for
the three month period ended  September 30, 1997  represents the cost allocation
for only two months (July 31 to September 30).

In the three month  period ended  September  30,  1998,  the Company  identified
numerous slow paying receivables or receivables that due to changing  conditions
required  reductions  in  their  realizable  amounts.  Included  in the bad debt
provision  was $163,000  applicable to the  receivables  related to the $269,724
gain on the sale of dental  software in the three month period  ended  September
30, 1997.

The other selling,  general and  administrative  expenses  increased by 48.1% to
$849,971  for the three month  period  ended  September  30, 1998 as compared to
$573,901 for the three month period ended  September  30, 1997.  The increase is
the  result  of legal  fees  relating  to the  discontinued  operations  and the
litigation with Victory Family Medical (disclosed in Form 10Q for June 30, 1998)
and additional administrative salaries.

In the three month period ended  September  30, 1998,  the Company  subsequently
determined that the goodwill capitalized in its software development  subsidiary
exceed its future  realizable  value;  therefore,  in addition to the  recurring
amortization of goodwill,  a one time charge against  operations of $200,000 was
recognized.

The net loss from  continuing  operations  increased  654% to $1,378,095 for the
three month period ended  September  30, 1998, as compared to $182,600 loss from
continuing  operations for the three month period ended  September 30, 1997. The
increase in the loss from continuing  operations was the result of increased bad
debt expense, increased amortization of goodwill and increased general operating
costs.

For the three month  periods  ended  September  30, 1998 and 1997,  the minority
interest  in the net  loss of  Healthcare  Innovations,  LLC  was  $139,665  and
$173,548, respectively.

Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30,
1997
--------------------------------------------------------------------------------

Gross medical  revenues  increased 18.2% to $3,532,648 for the nine months ended
September 30, 1998 as compared to $2,989,125 for the nine months ended September
30, 1997. This increase is  attributable  to patient  increases in the Company's
Florida clinics. The patient increase is due to the increase in clinic locations
(3 in 1998, 2 in 1997) and the Company owned the Florida  clinics for only eight
(8) months in 1997.

                                       5

<PAGE>



The  Company  purchased  its first  clinics on  February  1, 1997 and due to the
Company's  inexperience,  the  exact  effect  on  net  medical  revenue  of  the
contractual  allowance was not determined until the last quarter of 1997 and the
first  quarter  of  1998.  Due to the  Company's  lack  of  experienced  medical
collection employees, the Company suffered very large contractual adjustments in
1997 and 1998.  Contractual  allowance as a percentage of gross medical  revenue
was 30.9% and 26.9% of gross revenue for the nine month periods ended  September
30, 1998 and 1997,  respectively.  The 1998 increase in contractual allowance is
the result of experienced  medical  collection  employees  servicing the medical
claims to third  parties on a timely  basis in 1998.  The  Company  expects  the
percentage of  contractual  allowance to decline in the last quarter of 1998 due
to the timely collection efforts of its employees.

The gross profit from  medical  activities  increased  17.8% to $584,103 for the
nine months ended September 30, 1998 as compared to $495,662 for the nine months
ended  September  30,  1998.  The increase is due to the increase in net medical
revenues.

On July 31, 1997, the Company created Healthcare Innovations,  LLC (HILLC) which
assumed control of all medical operations then owned by the Company and was used
as the  acquisition  entity for all future  medical  clinic  acquisitions.  This
entity  was  funded by a  $2,000,000  infusion  of  capital by one of its member
owners for a 49% ownership  interest.  By agreement with this member owner,  the
Company could charge the  operations  of HILLC for its costs of  administration.
The  service  fees  represent  reimbursement  for actual cost  incurred  and the
$455,661 of service fees for the nine months ended  September 30, 1998 represent
reimbursement  for the nine months of  operation  while the $71,906 for the nine
month period ended  September  30, 1997  represents  reimbursement  for only two
months (July 31 to September 30, 1997).

In the last  quarter of 1997,  the Company  sold the rights to market its dental
software and  recognized  a $269,724  gain on the  transaction.  In addition the
Company  reduced its  emphasis on the  selling of its  medical  software.  These
changes in  operations  resulted in 74.3%  decline in software  sales revenue in
1998 as compared to 1997.  Due to the Company's  reduction in its software sales
effort,  the Company  assessed the  carrying  value of its goodwill and software
development costs related to the software  subsidiary and an additional one time
$200,000 amortization of goodwill was recognized in September 1998.

The selling,  general and administrative  expenses increased 55.4% to $2,309,550
for the nine months ended  September 30, 1998 as compared to $1,486,217  for the
nine months ended September 30, 1997.  Approximately $659,000 of the increase is
applicable to increased  bad debt expense and the  remaining  increase is due to
increased  salaries  and  other  operating  expenses.  Included  in the bad debt
expense is $290,000 which is applicable to a reduction in the receivables on the
sale of dental software in 1997.

The net loss from  continuing  operations  increased  390% to $1,631,850 for the
nine month period ended September 30, 1998, as compared to $333,311 loss for the
nine months ended  September  30, 1997.  The increase in the loss is a result of
increased bad debt  expense,  increased  amortization  of goodwill and increased
general operating expenses.

The 49% minority interest in the net loss of Healthcare Innovations, LLC for the
nine month periods ended  September 30, 1998 and 1997 was $309,219 and $173,548,
respectively.

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

The Company's  operations  used  $1,090,882 of cash during the nine months ended
September  30, 1998 and  provided  $83,354 of cash during the nine months  ended
September 30, 1997.  The 1998  operating  activities use of cash was financed by
borrowing approximately $1,000,000 from a related party.


                                       6


<PAGE>


At  September  30, 1998 and 1997,  the Company had working  capital  deficits of
$1,437,970 and $289,834,  respectively. The working capital deficit at September
30, 1998 will be solved at such time as the  $1,400,000  short term note payable
to a related party is converted into preferred  stock  (November 12, 1998,  debt
converted  to preferred  stock).  At  September  30, 1998,  the Company had cash
deposits of $571,518 which should be sufficient to meet the Company's cash needs
for the next twelve  months  since the Company  anticipates  that the  operating
losses will be substantially  reduced or eliminated by personnel cuts, reduction
of legal fees related to litigation,  an overall general  reduction in operating
costs in future periods and the discontinuation of money losing subsidiaries.

In the nine months ended September 30, 1998, the Company spent $106,298 cash for
the purchase of equipment. The Company does not anticipate any major purchase of
equipment  for the  remaining  three (3) months of 1998 and for the twelve  (12)
months of 1999.

In the annual  stockholders'  meeting  held by the Company on November 12, 1998,
the stockholders approved the following:

       o   Amended the  Company's  Articles of  Incorporation  to add  1,000,000
           shares of preferred stock, par value $10 per share.

       o   Authorized the issuance of 340,000 shares of Series A Preferred Stock
           with a cumulative  dividend rate of 10% payable  quarterly.  Terms of
           the preferred stock transaction include:

              o   Series A Preferred Stock will be senior to all other shares of
                  capital  stock of the  Company  with  respect  to  payment  of
                  dividends, redemption and liquidation preference.

              o   Redeemable  at the  option of the  holders  at any time  after
                  October 1, 2000.  If the Company is unable to redeem shares at
                  a price of $10 per share,  the holder has certain  rights that
                  in effect would change control of the Company.

              o   Series A Preferred  Stock is convertible  into Common Stock in
                  an amount equal to 30% of the total  outstanding  common stock
                  on a fully diluted basis if certain triggering events occur.

       o   Amended the  Articles of  Incorporation  to increase  the  authorized
           shares of common stock of the Company from 100,000,000 to 150,000,000
           shares.

                                       7


<PAGE>


PART II - OTHER INFORMATION
ITEM 2.  CHANGES IN SECURITIES


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

None.

ITEM 5.  OTHER INFORMATION



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

Exhibits - All other exhibits are  incorporated  by reference from prior filings
with the Commission on Form 8-K during the period.

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

Reports of Form 8-K - No reports were filed on Form 8-K during this period.




                                       8




<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



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



                                        9