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


                                   FORM 10-QSB


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

                  For the quarterly period ended: June 30, 2003

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

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION


           Texas                                                59-2220004
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

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


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

As of August 12, 2003, 822,810 of the Issuer's $.001 par value common stock were
outstanding.

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



<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                                   Form 10-QSB

                           Quarter Ended June 30, 2003

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheet as of June 30, 2003 (Unaudited).................    3

Consolidated Statements of Operations for the three and six months ended
        June 30, 2003 and 2002 (Unaudited).................................    4

Consolidated Statements of Cash Flows for the six months ended
        June 30, 2003 and 2002 (Unaudited).................................    5





























                                       2
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (unaudited)
                                  JUNE 30, 2003

ASSETS
------
Current Assets
   Cash                                                             $       139
                                                                    -----------

Total Assets                                                        $       139
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
Current Liabilities
   Advances from related parties                                    $     5,900


Stockholders' Deficiency
   Preferred stock, $10 par value, 5,000,000 shares authorized;
      issued and outstanding - none                                        --
   Common stock:  $0.001 par value; 20,000,000 shares authorized;
      issued and outstanding - 822,810 shares                               823
   Additional paid-in capital                                         8,632,456
   Accumulated deficit                                               (8,627,001)
                                                                    -----------
                                                                          6,278
   Less, treasury stock, at cost; 4,089 shares                          (12,039)
                                                                    -----------
Total stockholders' deficiency                                           (5,761)
                                                                    -----------

Total liabilities and stockholders' deficiency                      $       139
                                                                    ===========


























See condensed notes to consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002



                                              Three months     Three months       Six months       Six months
                                                  ended            ended            ended            ended
                                              June 30, 2003    June 30, 2002    June 30, 2003    June 30, 2002
                                              ----------------------------------------------------------------
<S>                                           <C>              <C>              <C>              <C>
Revenues                                      $        --      $        --      $        --      $        --
Cost of revenues                                       --               --               --               --
                                              ----------------------------------------------------------------
Gross profit                                           --               --               --               --

Operating Expenses
   Selling, general and administrative               (5,481)        (326,534)          (5,912)        (630,019)
                                              ----------------------------------------------------------------

Loss from operations                               (326,534)        (630,019)

Other Income (Expense)
   Write off net assets of Portalook                   --           (292,347)            --           (292,347)
   Write off of receivables - related party            --           (397,359)            --           (397,359)
   Interest expense                                    --            (22,984)            --           (187,124)
   Interest income                                     --              6,586             --             14,497
                                              ----------------------------------------------------------------
Total other income (expense)                           --           (706,104)            --           (862,333)

                                              ----------------------------------------------------------------
Loss before benefit for income taxes                 (5,481)      (1,032,638)          (5,912)      (1,492,352)

Benefit for income taxes                               --             70,625             --             78,676
                                              ----------------------------------------------------------------

Loss from continuing operations                      (5,481)        (962,013)          (5,912)      (1,413,676)

Discontinued operations, net of tax effect             --            137,092             --            152,720
                                              ----------------------------------------------------------------

Net loss                                      $      (5,481)   $    (824,921)   $      (5,912)   $  (1,260,956)
                                              ================================================================


Loss from continuing operations               $      (5,481)   $    (962,013)   $      (5,912)   $  (1,413,676)
Plus cumulative preferred stock dividends              --            (28,333)            --           (113,333)
                                              ----------------------------------------------------------------
Loss available to common stockholders         $      (5,481)   $    (990,346)   $      (5,912)   $  (1,527,009)
                                              ================================================================

Basic and Diluted Loss Per Share:
   Continuing operations                      $       (0.01)   $       (1.26)   $       (0.01)   $       (1.89)
   Discontinued operations                             --               0.18             --               0.20
                                              ----------------------------------------------------------------
                                              $       (0.01)   $       (1.08)   $       (0.01)   $       (1.69)
                                              ================================================================

Weighted average common shares outstanding          822,810          763,854          822,810          747,423
                                              ================================================================
</TABLE>


See condensed notes to consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                                                                                       2003           2002
                                                                                   --------------------------
<S>                                                                                <C>            <C>
Cash Flows From Operating Activities
Loss from continuing operations                                                    $    (5,912)   $(1,413,676)
Adjustments to reconcile loss from continuing operations to net cash used in
      operating activities:
   Depreciation and amortization                                                          --           71,480
   Common stock issued for services and consulting costs                                  --           46,000
   Accretion of debt                                                                      --           68,747
   Disposal of fixed assets                                                               --            5,038
   Write off net assets of Portalook                                                      --          292,347
   Write off related party notes receivable and accrued interest receivable               --          397,359
Changes in assets and liabilities:
   (Increase) decrease in prepaid expenses and other                                      --          (12,919)
    Increase (decrease) in accounts payable                                               --           20,747
    Increase (decrease) in accrued liabilities                                            --           26,358
                                                                                   --------------------------
Net cash used in continuing operations                                                  (5,912)      (498,519)
Net cash from discontinued operations                                                     --         (138,176)
                                                                                   --------------------------
Net cash used in operating activities                                                   (5,912)      (636,695)

Cash Flows From Investing Activities
   Capital expenditures                                                                   --             --
                                                                                   --------------------------
Net cash used in investing activities                                                     --             --

Cash Flows From Financing Activities
   Bank overdraft                                                                         --          (13,785)
   Common stock issued for cash                                                           --            1,000
   Principal payments on borrowings                                                    (68,226)
   Proceeds from loans and warrants                                                      5,900        717,706
                                                                                   --------------------------
Net cash provided by financing activities                                                5,900        636,695
                                                                                   --------------------------

Increase (decrease) in cash                                                                (12)          --
Cash and cash equivalents, beginning of period                                             151           --
                                                                                   --------------------------
Cash and cash equivalents, end of period                                           $       139    $      --
                                                                                   ==========================

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

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


See condensed notes to consolidated financial statements.

                                       5
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                             MB SOFTWARE CORPORATION
                           QUARTER ENDED JUNE 30, 2003
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the United States
of America for interim  financial  information and with the instructions to Form
10-QSB and Rule 10-01 of  Regulations  S-X. They do not include all  information
and notes  required by generally  accepted  accounting  principles in the United
States  of  America  for  complete  financial  statements.  However,  except  as
disclosed, there has been no material change in the information disclosed in the
notes to consolidated financial statements included in the Annual Report on Form
10-KSB of MB Software  Corporation (the Company) for the year ended December 31,
2002.  In the  opinion of  management,  all  adjustments  (consisting  of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included in the operating  results for the six month period ended June 30, 2003,
and are not  necessarily  indicative of the results that may be expected for the
year ending December 31, 2002.

NOTE 2: GOING CONCERN

The financial  statements  have been prepared on a going  concern  basis,  which
contemplates  realization  of  assets  and  liquidation  of  liabilities  in the
ordinary course of business.  The Company has continuously  incurred losses from
operations and has a significant  accumulated  deficit.  The  appropriateness of
using the going concern basis is dependent upon the Company's  ability to obtain
additional  financing or equity capital and,  ultimately,  to achieve profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

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



ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Caution Concerning Forward-Looking Statements/Risk Factors
----------------------------------------------------------

The  following  discussion  should  be read in  conjunction  with the  Company's
financial  statements and the notes thereto and the other financial  information
appearing elsewhere in this document. In addition to historical information, the
following   discussion  and  other  parts  of  this  document   contain  certain
forward-looking information. When used in this discussion, the words "believes,"
"anticipates,"  "expects,"  and  similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are subject to certain risks and


                                       6
<PAGE>

uncertainties,  which could cause actual results to differ materially from those
projected  due to a number of factors  beyond our control.  The Company does not
undertake  to publicly  update or revise any of its  forward-looking  statements
even if experience or future  changes show that the indicated  results or events
will not be realized.  You are  cautioned  not to place undue  reliance on these
forward-looking statements, which speak only as of the date hereof. You are also
urged to carefully  review and consider our  discussions  regarding  the various
factors,  which affect our  business,  included in this section and elsewhere in
this report.

Factors that might cause actual  results,  performance or achievements to differ
materially  from those projected or implied in such  forward-looking  statements
include,  among  other  things:  (i) the impact of  competitive  products;  (ii)
changes in law and  regulations;  (iii) adequacy and  availability  of insurance
coverage;  (iv)  limitations on future  financing;  (v) increases in the cost of
borrowings  and  unavailability  of debt or equity  capital;  (vi) the effect of
adverse publicity regarding our products;  (vii) the inability of the Company to
gain and/or hold market share;  (viii)  exposure to and expense of resolving and
defending  product   liability  claims  and  other  litigation;   (ix)  consumer
acceptance of the Company's products;  (x) managing and maintaining growth; (xi)
customer  demands;  (xii) market and industry  conditions  including pricing and
demand for products,  (xiii) the success of product  development and new product
introductions  into the  marketplace;  (xiv) the  departure  of key  members  of
management;  (xv) the ability of the Company to efficiently market its products;
as well as other risks and uncertainties that are described from time to time in
the Company's filings with the Securities and Exchange Commission

Plan of Operation
-----------------

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

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

As of June 30, 2003, we did not have any significant assets.

Our future funding  requirements will depend on numerous factors,  some of which
are beyond the Company's  control.  These factors include our ability to operate
profitably,  recruit and train  management  and  personnel,  and to compete with
other, better-capitalized and more established competitors.

We believe  that the Company can  satisfy  its cash  requirements  over the next
twelve  months by  advances  from  shareholders  and/or  through  debt or equity
offerings  and private  placements in order to expand the range and scope of our
business  operations.  There is no assurance that such additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all.  Furthermore,  there is no assurance the net proceeds  from any  successful
financing  arrangement will be sufficient to cover cash requirements  during the
initial stages of the Company's operations, once a suitable business opportunity
has been identified. Due to the "start up" nature of the Company's business, the
Company expects to incur losses as it expands.

The Company does not anticipate  incurring  significant research and development
costs,  the purchase of any major equipment,  or any significant  changes in the
number of its employees over the next twelve months.



                                       7
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

The President,  who is also the chief executive  officer and the chief financial
officer of the  Company,  has  concluded  based on his  evaluation  as of a date
within  90 days  prior  to the  date of the  filing  of this  Report,  that  the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be  disclosed  by the  Company in the reports  filed or
submitted  by it under the  Securities  Act of 1934,  as amended,  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms, and include controls and
procedures  designed to ensure that information  required to be disclosed by the
Company in such reports is  accumulated  and  communicated  to the  Registrant's
management,  including the president,  as appropriate to allow timely  decisions
regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.






























                                       8
<PAGE>

PART II  - OTHER INFORMATION

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

(a)      Exhibits

         3.1      Articles of Incorporation*
         3.2      Bylaws*
         31       Certifications  Pursuant To Section 302 Of The  Sarbanes-Oxley
                  Act Of 2002*
         32       Certifications  Pursuant To 18 U.S.C. Section 1350, As Adopted
                  Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002*
--------------
*  Filed herewith

(b)      Reports on Form 8-K

         The Company  filed no reports on Form 8-K during the quarter ended June
         30, 2003.






















                                       9
<PAGE>

                                   SIGNATURES

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

                                          MB SOFTWARE CORPORATION



Date: Aug. 29, 2003                        /s/ Scott A. Haire
                                          --------------------------------------
                                          Scott A. Haire, Chairman of the Board,
                                          Chief Executive Officer and President
                                          (Principal Financial Officer)































                                       10