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, 2000

[ ]      TRANSITION  REPORT  UNDER  SECTION  13 OR  15(d)  OF THE  SECURITIES
         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
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (817) 633-9400

           Securities registered pursuant to Section 12(b) of the Act:

                          Common Stock $.001 par value
                          ----------------------------
                                (Title of Class)


                                                         Name of each Exchange
  Title of Each Class                                     on Which Registered
  -------------------                                ---------------------------
         Common                                      NASDAQ - OTC BULLETIN BOARD



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 December  31,  1999,  69,200,000  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 March 31, 2000

                                      INDEX

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


         Item 1  -  Financial Statements

              Consolidated Balance Sheet
              March 31, 2000 (Unaudited) and December 31, 1999 (Audited)     F-1-F-2

              Consolidated Statements of Operations  -
              for the Three Months ended March 31, 2000 (Unaudited) and
              March 31, 1999 (Unaudited)                                       F-3

              Consolidated Statements of Cash Flows
              for the Three Months ended March 31, 2000 (Unaudited)
              March 31, 1999 (Unaudited)

              Notes to Consolidated Financial Statements                        5

         Item 2  -  Management's Discussion
         and Analysis of Financial Condition and
         Results of Operations                                                  5


PART II - OTHER  INFORMATION

         Item 5  -  Other Information                                           6


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

SIGNATURES                                                                      7


</TABLE>


<PAGE>

<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                     ------

                                                                                    March 31,           December 31,
                                                                                      2000                 1999
                                                                                ------------------  --------------------
                                                                                   (Unaudited)           (Audited)
                                                                                   -----------           ---------
<S>                                                                            <C>                 <C>

CURRENT ASSETS

       Cash                                                                    $           -       $            26,078

       Medical receivables, net of allowance                                              860,594               713,625
             for doubtful accounts and contactual
             allowances of $847,408 and $822,692 in 2000 and
            1999, respectively
       Notes receivable                                                                   167,634               177,721
       Prepaid expenses                                                                     4,132                 4,131
                                                                                ------------------  --------------------

                    Total current assets                                                1,032,360               921,555
                                                                                ------------------  --------------------


PROPERTY AND EQUIPMENT, NET                                                               164,819               178,525
                                                                                ------------------  --------------------

       Note receivable - shareholder                                                      350,000               350,000
                                                                                ------------------  --------------------

                  Total assets                                                 $        1,547,179  $          1,450,080
                                                                                ==================  ====================



</TABLE>




                                       F1


<PAGE>

<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

                                                                                  March 31,       December 31,
                                                                                    2000              1999
                                                                               ----------------   --------------
                                                                                 (Unaudited)        (Audited)
<S>                                                                            <C>               <C>

CURRENT LIABILITIES

       Outstanding checks in excess of bank balances                           $       101,860   $            -
       Current maturities of notes payable                                           1,181,925        1,057,925
       Current maturities of capital leases                                              6,636           17,434
       Accounts payable                                                                325,546          402,410
       Accrued liabilities                                                             334,603          346,639
                                                                               ----------------   --------------

                    Total current liabilities                                        1,950,570        1,824,408

LONG TERM DEBTS

       Capital leases                                                                        -            3,050
                                                                               ----------------   --------------

            Total long term liabilities                                                      -            3,050
                                                                               ----------------   --------------

            TOTAL LIABILITIES                                                        1,950,570        1,827,458

SHAREHOLDERS' DEFICIT

     Series A senior cumulative convertible particpating preferred
         stock; $10 par value; 340,000 shares issued and outstanding
         in 2000 and 1999; dividends in arrears 2000 $470,644, and                   3,400,000        3,400,000
         1999, $385,644
     Undesignated preferred stock; $10 par value; 660,000 shares
         authorized; none issued                                                             -                -
       Common stock .001 par value;150,000,000 shares
         authorized; 69,200,000 shares issued in 2000 and 1999                          69,200           69,200
       Additional paid-in capital                                                    1,103,005        1,103,005
       Accumulated deficit                                                          (4,963,557)      (4,937,544)
       Treasury stock, at cost; 408,029 shares                                         (12,039)         (12,039)

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

                    Total shareholders' deficit                                       (403,391)        (377,378)
                                                                               ----------------   --------------

                                                                               $      1,547,179   $   1,450,080
                                                                               ================   ==============
</TABLE>



                                       F2


<PAGE>
<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                                                                Three Months Ended
                                                                  March 31, 2000                       March 31, 1999
<S>                                                            <C>                              <C>

REVENUES

       Medical income - net of contractual
          Adjustments of $361,822 and $310,614
          in 2000 and 1999, respectively                       $             688,926            $             507,462
       Service fees                                                              136                           81,239
                                                               ----------------------           ----------------------

               Total revenues                                                689,062                          588,701

COST OF REVENUES
       Cost of medical services                                              392,692                          488,217
                                                               ----------------------           ----------------------

               Total cost of revenues                                        392,692                          488,217
                                                               ----------------------           ----------------------

GROSS PROFIT                                                                 296,370                          100,484

OPERATING EXPENSES
       Selling, general & administrative                                     287,402                          368,860
       Depreciation and amortization                                          13,705                           13,848
                                                               ----------------------           ----------------------

               Total operating expenses                                      301,107                          382,708
                                                               ----------------------           ----------------------

LOSS FROM OPERATIONS                                                          (4,737)                        (282,224)

OTHER INCOME (EXPENSE)
       Interest income and other                                                   -                          208,360
       Other expense                                                           9,644                                -
       Interest Expense                                                      (30,920)                         (43,943)
                                                               ----------------------           ----------------------

               Total other income (expense)                                  (21,276)                         164,417
                                                               ----------------------           ----------------------

LOSS FROM CONTINUING OPERATIONS                                              (26,013)                        (117,808)

DISCONTINUTED OPERATIONS
    Income from operations of discontinued subsidiary                              -                          (17,257)
                                                               ----------------------           ----------------------

             NET LOSS                                          $             (26,013)           $             (135,065)
                                                               ======================           ======================


Loss from continuing operations                                $             (26,013)           $            (117,808)
                                                               ----------------------           ----------------------

Plus: Cumulative preferred stock dividends                                   (85,000)                               -
                                                               ----------------------           ----------------------

            Loss available to common shareholders              $            (111,013)           $            (117,808)
                                                               ======================           ======================
BASIC AND DILUTED EARNINGS (L0SS) PER SHARE
   Continuing Operations                                       $                   -            $                   -
   Discontinued Operations                                                         -                                -
                                                               ----------------------           ----------------------

  Weighted-average common shares outstanding                              69,200,000                       69,100,000
                                                               ======================           ======================


</TABLE>



                                       F3

<PAGE>


<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)

                                                                             THREE MONTHS                        THREE MONTHS
                                                                             ENDED 03/31/00                        ENDED 03/31/99
                                                                                 2000                                1999
                                                                                 ----                                ----
<S>                                                                     <C>                                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss from continuing operations                                   $            (26,013)                $          (117,808)
  Adjustments to reconcile net loss from continuing
   operations to cash used by operating activities:
               Depreciation                                                           13,706                              18,097
               Gain on sale of assets                                                                                     (1,338)
               Change in allowance for doubtfull accounts                             24,716                            (340,081)
               Changes in assets and liabilities:
                     Accounts receivable                                            (171,684)                            434,243
                     Accounts payable                                                (76,864)                            (23,509)
                     Accrued liabilities                                             (12,038)                             (4,278)
                     Outstanding checks in excess of bank balances                   101,860
                     Other liabilities                                                                                    38,057
                     Prepaid expenses                                                      -                                (200)
                                                                        ---------------------                --------------------

Net cash used in continuing operations                                              (146,317)                              3,183

Net cash used in discontinued operations                                                   -                             (25,684)
                                                                        ---------------------                --------------------

Net cash used in operating activities                                               (146,317)                            (22,501)
                                                                        ---------------------                --------------------

CASH FLOWS FROM INVESTING ACTIVITIES

      Proceeds from sale of assets                                                         -                              28,817
                                                                        ---------------------                --------------------

Net cash provided by investing activities                                                  -                              28,817

CASH FLOWS FROM FINANCING ACTIVITIES

     Payments on capital leases                                                      (13,848)                            (56,383)
     Payments on notes payable                                                             -                             (31,612)
     Borrowing (payments) on note receivables                                         10,087                             (31,945)
     Proceeds from new borrowings                                                     79,000                              21,500
     Proceeds from notes payable related parties                                      45,000                                   -
                                                                        ---------------------                --------------------

Net cash provided by (used in) financing activities                                  120,239                             (98,440)
                                                                        ---------------------                --------------------

NET DECREASE IN CASH                                                                 (26,078)                            (92,124)

 Cash at beginning of period                                                          26,078                             203,977
                                                                        ---------------------                --------------------

  Cash at end of period                                                 $                  -                 $           111,853
                                                                        =====================                ====================

SUPPLEMENTAL INFORMATION

    Cash paid during the period for interest to related party           $                  -                 $            24,225
    Cash paid during the period for interest to others                                30,920                              49,427
                                                                        ---------------------                --------------------

                                                                        $             30,920                 $            73,652
                                                                        =====================                ====================

</TABLE>


                                       F4


<PAGE>



NOTE 1: BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  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 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,  1999.  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 three month
period ended March 31, 2000, and are not  necessarily  indicative of the results
that may be expected for the year ending December 31, 2000.

NOTE 2: ORGANIZATION AND NATURE OF OPERATIONS

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 working capital 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.

Management  plans to raise capital by obtaining  financing  through debt private
placement or conversion of Series A preferred  stock.  The Company believes that
these  actions  will enable the Company to continue until its operations  become
profitable.

NOTE 3: RELATED PARTIES

Included in notes payable is related party payables of $224,000 and $889,000 for
2000 and 1999, respectively.

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

General

In the first quarter of 2000,  the Company  continued to focus on the operations
of its healthcare  clinics.  The Company's  clinics  include four  Company-owned
physician practices in Florida. Florida law, as opposed to the law of many other
states, permits the corporate practice of medicine of the type engaged in by the
Company.   These  Florida   practices   primarily  focus  on  pain   management.
Additionally,   the  Company  has   developed  a   healthcare   Internet   site,
HealthcareInnovations.net,  which  is  dedicated  to pain  management  and  pain
management programs for patients.

In the year ending  December 31, 1999, MB Software  Corporation  (the "Company")
divested itself of MB Software Solutions, Inc. ("MBSSI"), the software division.
Traditionally,  the  healthcare  clinics  have  generated  approximately  ninety
percent of the Company  revenues.  In the year ending  December  31,  1999,  the
Company  also  sold  Mr.  Mulligan,   L.L.C.  d/b/a  Nevada  Multicare  ("Nevada
Multicare").

There were no changes in the legal  proceedings from the status set forth in the
Form 10 - KSB for the year ending December 31, 1999.

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

Net medical revenues  increased to $688,926 for the three months ended March 31,
2000 as compared to $507,462  for the three  months  ended March  31,1999.  This
increase is  primarily  attributable  to an  increase in patient  volumes at the
Jacksonville,  Florida clinics. The Lauderhill,  Florida clinic also experienced
an increase in patient volume,  albeit not as significant as the increase at the
Jacksonville, Florida clinics.

                                        5

<PAGE>


The contractual allowance adjustment increased to $361,822 for the first quarter
of 2000 compared  with  $310,614 for the three months ended March 31, 1999.  The
contractual  allowance adjustment reflects a reduction in revenue resulting from
uncollectible accounts together with contractual allowances for reductions,  due
to the source of payments.  The increase in the contractual allowance adjustment
reflects, and is directly related to, the increase in gross medical revenues.

The cost of medical  revenues  decreased  to $392,692 for the three months ended
March 31, 2000 compared to $488,217 for the three months ended March 31, 1999.

The gross  profit from  medical  activities  increased to $296,370 for the three
months  ended March 31, 2000 as compared to $192,245  for the three months ended
March 31, 1999.  The increase in gross profit from medical  activities  directly
reflects the increase in gross medical revenues.  In addition,  the gross profit
increase  correlates  with the decreased cost of revenue for medical  activities
for the three months ended March 31, 2000.

It is noteworthy that the quarter ending March 31, 1999 reflects the termination
of all practice management agreements.  As a result, the service fees associated
with the agreements have been discontinued.

The Company's gross profit for the first quarter ending March 31, 2000 increased
to $296,370 from  $100,484 for the first  quarter  ending March 31, 1999. As set
forth above,  the  increase in gross  profit  reflects the decrease in the total
cost of revenue for the quarter ending March 31, 2000. The total cost of revenue
for the three months ended March 31, 2000 was $392,692  compared to $488,217 for
the same quarter of 1999.

The selling,  general and  administrative  expenses decreased by 20% to $287,402
for the three-month  period ended March 31, 2000 as compared to $368,860 for the
three-month period ended March 31, 1999.

The net loss from continuing  operations decreased to $4,737 for the three-month
period ended March 31, 2000, as compared to a loss from continuing operations of
$282,224 for the three months  ended March 31,  1999.  The  reduction in loss is
commensurate with the Company's increase in total revenues.

Liquidity and Capital Resources

The  Company's  operations  used  $146,317 of cash during the three months ended
March 31, 2000 compared to cash provided by operations of $3,183 for the quarter
ended March 31,1999.

As of March 31, 2000, the Company had working capital deficits of $918,210.  The
working  capital as of March 31,  1999 was  $902,853.  At March 31,  2000,  the
Company  had  outstanding  checks in excess of bank  balances of  $101,860.  The
increase  in  the   working   capital   deficit  is  directly   related  to  the
reclassification  in the fourth  quarter of 1999, of certain debt from long-term
to  classification  as a current  liability.  To increase working  capital,  the
Company is  concentrating  its efforts to increase patient volume in the Florida
clinics.  The Company will continue to stream line its  operations  and increase
revenue as the volume at each clinic continues to grow.

In the three months ended March 31, 2000,  the Company had no  expenditures  for
the purchase of equipment. The Company does not anticipate any major purchase of
equipment for the remaining nine (9) months of 2000.

PART II  - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION
         None

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.

                                        6

<PAGE>



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

Reports on Form 8-K - Change in Independent Auditors - Filed February 25, 2000

                                   SIGNATURES

In  accordance  with  the  requirements  of the  Securities  Exchange  Act,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.

                                   MB SOFTWARE CORPORATION

Date: May 19, 2000                 /s/  Scott A. Haire
                                        --------------
                                        Scott A.  Haire, Chairman of the Board,
                                        Chief Executive Officer and President
                                        (Principal Financial Officer)










                                       7