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: September 30, 2001
                                                             ----

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

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION


Colorado                                                  59-2220014
(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

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


                                                     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 September  30,  2001,  73,400,000  shares of the Issuer's  $.001 par value
common stock were outstanding.

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




<PAGE>
                             MB SOFTWARE CORPORATION

                                   Form 10-QSB

                        Quarter Ended September 30, 2001


                                      INDEX

PART I  -  FINANCIAL INFORMATION                                         PAGE
                                                                        NUMBER
Item 1  -  Financial Statements

     Consolidated Balance Sheet
     September 30, 2001 (Unaudited) and December 31, 2000 (Audited)    F-1 - F-2

     Consolidated Statements of Operations  -
  for the Three and  Nine Months ended September 30, 2001
   and 2000  (Unaudited)                                                  F-3
     Consolidated Statements of Cash Flows
 for the Nine Months ended September 30, 2001and 2000(Unaudited)          F-4



Item 2  -  Management's Discussion and Analysis
 of Financial Condition and  Results of Operations                        3-4

PART II - OTHER  INFORMATION


Item 5  -  Other Information                                                5

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

SIGNATURES                                                                  5


                                                                               2

<PAGE>
<TABLE>
<CAPTION>
                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS


                                                                 September 30,     December 31,
                                                                       2001             2000
                                                                 -------------     ------------
                                                                  (Unaudited)       (Audited)
                                                                 -------------     ------------
<S>                                                              <C>               <C>
CURRENT ASSETS
       Cash                                                      $                 $      29,910

       Medical receivables, net allowance
             for doubtful accounts and contactual
             allowances of $1,118,630 and $972,689 in 2001 and
            2000, respectively                                         582,014           525,265
       Other receivable                                                 33,423              --
       Inventory                                                       140,000
       Prepaid expenses                                                  8,377            25,049

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

                    Total current assets                               763,814           580,224
                                                                 -------------     -------------


PROPERTY AND EQUIPMENT, NET                                             77,786           116,127
                                                                 -------------     -------------

      OTHER ASSETS
       Note receivable - shareholder                                   350,000           350,000
       Employee Advance                                                 90,000            90,000
       License rights and other intangibles                            504,000              --
                                                                 -------------     -------------

                  Total assets                                   $   1,785,600     $   1,046,351
                                                                 =============     =============
</TABLE>


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------
                                                                                September 30,      December 31,
                                                                                      2001             2000
                                                                                -------------    -------------
                                                                                 (Unaudited)       (Audited)
<S>                                                                             <C>              <C>

CURRENT LIABILITIES
       Cash Overdraft                                                           $      22,276    $        --
        Notes Payable                                                               2,194,520        1,658,870
       Current maturities of capital leases                                              --              1,494
       Accounts payable                                                               602,846          354,803
       Accrued liabilities                                                            487,686          500,120
                                                                                -------------    -------------

                    Total current liabilities                                       3,307,328        2,515,287

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


SHAREHOLDERS' DEFICIT
     Series A senior cumulative convertible particpating preferred stock; $10
         par value; 340,000 shares issued and outstanding
          in 2001 and 2000; dividends in arrears 2001 $895,644, and                 3,400,000        3,400,000
         2000, $725,644
     Undesignated preferred stock; $10 par value; 660,000 shares
       authorized; none issued                                                           --               --
       Common stock .001 par value;150,000,000 shares
          authorized; 73,400,000 and 70,300,000 shares issued                          73,400           70,300
          in 2001 and 2000, respectively
       Additional paid-in capital                                                   1,840,082        1,434,431
       Accumulated deficit                                                         (6,823,171)      (6,039,162)
       Deferred license and consulting costs, net                                        --           (232,466)

       Treasury stock, at cost; 408,029 shares                                        (12,039)         (12,039)
                                                                                -------------    -------------

                    Total shareholders' deficit                                    (1,521,728)      (1,378,936)
                                                                                -------------    -------------

                                                                                $   1,785,600    $   1,136,351
                                                                                =============    =============
</TABLE>

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   UNAUDITED

                                                                      Three Months Ended                 Nine Months Ended
                                                                ------------------------------    ------------------------------
                                                                September 30,    September 30,    September 30,    September 30,
                                                                      2001             2000             2001             2000
                                                                -------------    -------------    -------------    -------------
<S>                                                             <C>              <C>              <C>              <C>
       Medical income - net of contractual
          Adjustments of $304,017 and $356,090 and $1,002,753
         and $1,083,712 in 2001 and 2000, respectively          $     231,105    $     523,502    $   1,461,386        1,628,573
       Sale of ScreenPhone                                             44,357            2,484           44,358            2,743
                                                                -------------    -------------    -------------    -------------

               Total revenues                                         275,462          525,986        1,505,744        1,631,316

COST OF REVENUES
       Cost of medical services                                       186,181          398,244          805,713        1,193,118
                                                                -------------    -------------    -------------    -------------

               Total cost of revenues                                 186,181          398,244          805,713        1,193,118
                                                                -------------    -------------    -------------    -------------

GROSS PROFIT                                                           89,281          127,742          700,031          438,198

OPERATING EXPENSES
       Selling, general & administrative                              353,347          302,680        1,044,428          902,331
       Depreciation and amortization                                   14,650           13,553           43,950           42,178
                                                                -------------    -------------    -------------    -------------

               Total operating expenses                               367,997          316,233        1,088,378          944,509
                                                                -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                                                 (278,716)        (188,491)        (388,347)        (506,311)

OTHER INCOME (EXPENSE)
       Impairment Loss                                               (232,466)            --           (232,466)            --
       Interest income and other                                         --              9,676           14,101           28,964
       Interest Expense                                               (74,822)         (39,227)        (177,246)         (99,476)
       Franchise Tax                                                     --               (900)             (50)            (900)
                                                                -------------    -------------    -------------    -------------
               Total other income (expense)                          (307,288)         (30,451)        (395,661)         (71,412)
                                                                -------------    -------------    -------------    -------------

             NET LOSS                                           $    (586,004)   $    (218,942)   $    (784,008)   $    (577,723)
                                                                =============    =============    =============    =============


Net Loss                                                        $    (586,004)    $   (218,942)    $   (784,008)    $   (577,723)

Plus: Cumulative preferred stock dividends                            (85,000)         (85,000)        (255,000)        (255,000)
                                                                -------------    -------------    -------------    -------------

            Loss available to common shareholders               $    (671,004)    $   (303,942)    $ (1,039,008)    $   (832,723)
BASIC AND DILUTED EARNINGS (L0SS) PER SHARE
   Continuing Operations                                        $       (0.01)    $      (0.01)    $      (0.01)    $      (0.01)

  Weighted-average common shares outstanding                       70,726,087       69,200,000       70,400,000       69,200,000
</TABLE>


                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                            NINE MONTHS        NINE MONTHS
                                                               ENDED              ENDED
                                                           September 30,      September 30,
                                                                 2001               2000
                                                           -------------      -------------
<S>                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Loss from continuing operations                     $    (784,008)     $    (577,723)
       Adjustments to reconcile  loss from continuing
        operations to cash used in operating activities:
                    Depreciation                                  43,950             42,178
                    Deferred license and
                         consulting costs recognized             251,216               --
                    Changes in assets and liabilities:
                          Accounts receivable                    (90,172)          (124,266)
                          Prepaid expenses                        16,672             14,936
                          Accounts payable                        (5,957)           (98,862)
                          Accrued liabilities                    (12,434)           112,937
                                                           -------------      -------------

Net cash used in continuing operations                          (580,733)          (630,800)

Net cash provided by discontinued operations                        --               79,859
                                                           -------------      -------------

Net cash used in operating activities                           (580,733)          (550,941)
                                                           -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of property and equipment                         (5,609)              --
      Payments on notes receivable                                  --              (44,894)
      Issuance of notes receivable                                  --               90,000
                                                           -------------      -------------

Net cash provided by (used in)  investing activities              (5,609)            45,106

CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on capital leases                                   (1,494)           (17,388)
     Payments on notes payable                                   (40,000)            (2,010)
     Proceeds from new borrowings                                224,000            364,799
     Proceeds from notes payable related parties                 351,650             99,000
     Bank overdraft                                               22,276             35,356
                                                           -------------      -------------

Net cash provided by financing activities                        556,432            479,757
                                                           -------------      -------------

NET DECREASE IN CASH                                             (29,910)           (26,078)

 Cash at beginning of period                                      29,910             26,078
                                                           -------------      -------------

  Cash at end of period                                    $        --        $        --
                                                           =============      =============

SUPPLEMENTAL INFORMATION
       Cash paid during the period for interest            $      54,655      $      41,673
                                                           =============      =============

NON CASH INVESTING AND FINANCING ACTIVITIES:
       Common stock issued for assets                      $     390,000      $        --
                                                           =============      =============
Liabilities assumed for purchase of assets                 $      30,000      $        --
                                                           =============      =============
Payment to seller included in accounts payable             $     224,000      $        --
                                                           =============      =============
</TABLE>


                                      F-4
<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
Regulation  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,  2000.  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, 2001, are not necessarily indicative of the results that may
be expected for the year ending December 31, 2001.

NOTE 2: STOCKHOLDERS' EQUITY

During the second  quarter of 2001,  the Company issued 100,000 shares of common
stock valued at $18,751 total consulting  services.  During the third quarter of
2001, the Company  purchased  assets from another  company by issuing  3,000,000
shares of common stock valued at $390,000  total,  issuing note for $224,000 and
assuming a liability  of $30,000.  Purchase  price was  allocated  to  inventory
$1409,000 and license rights and other intangibles $504,000.

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

Forward Looking Statements
--------------------------

Forward-looking  statements  in this Form  10-QSB are made  pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. Such
forward-looking  statements are subject to certain risks and uncertainties  that
could cause actual results to differ  materially from those  projected.  Readers
are cautioned not to place undue reliance on these  forward-looking  statements,
which speak only as of the date hereof.

General
-------

During the third  quarter  of 2001,  MB  Software  Corporation  (the  "Company")
continued  operations of its Florida health care clinics and pursued development
of online financial services for health care providers.

The health  care  division of the Company  continued  to focus on  Company-owned
physician  practices in Florida.  Florida law permits the  corporate  management
practice of medicine of the type engaged in by the Company.

During  the  present  quarter,  the  Company  closed  operations  of  one of its
locations in Florida. The Company now owns two clinics, each located in Florida.
The Company  elected to close one of its facilities to address  reduced  patient
volume resulting from the departure of one of the Company's physician employees.

The following  summarizes the results of operations for the  three-month and the
nine-month periods ended September 30, 2001 and 2000.

Three Months Ended  September 30, 2001 Compared to Three Months Ended  September
--------------------------------------------------------------------------------
30, 2000
--------

Revenue less contractual adjustments resulting from medical activities decreased
56% from  $523,5502  for the  three-month  period ended  September 30, 2000 to $
231,105 for the three-months ended September 30, 2001.


                                                                               3

<PAGE>

The cost of medical  revenues  decreased  53% to $ 186,181 for the three  months
ended  September  30,  2001,  compared to $398,244  for the three  months  ended
September 30, 2000.  This decrease is  attributable,  in part, to the closing of
one of the Florida  locations  as well as continued  adherence to the  Company's
overall strategy to reduce costs.

The Company's  gross profit for the third quarter  decreased 30% to $ 89,281 for
the third quarter ended  September 30, 2001 from $ 127,742 for the third quarter
ending September 2000. The decrease in gross profit is again directly related to
the closing of one of the Company clinics  together with the departure of one of
the Company's physician employees.

The Company's  selling,  general and  administrative  expenses  increased 17% to
$353,347 for the three months ended  September  30, 2001 as compared to $302,680
for the third quarter ending  September 30, 2000.  Reductions in  administrative
expenses were made during the third quarter of 2001. Despite the reductions, the
overall   increase  is  partially   attributable   to  the  costs  attendant  to
implementation  of the  development  and  sales  associated  with  the  Internet
Appliance.  It is  anticipated  that Internet  Appliance  sales will  ultimately
generate significant revenue for the Company.

The net loss on operations increased 167% to $586,004 for the three-month period
ended  September 30, 2001 as compared to a loss of $218,942 for the three months
ended September 30, 2000. $232,466 of the increase in the net loss is due to the
write off of deferred license and consulting costs.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
--------------------------------------------------------------------------------
2000
----

The gross medical revenues decreased 10% to $1,461,386 for the nine-month period
ended September 30, 2001, compared to $1,628,573 for the nine-month period ended
September 30, 2000.

The cost of medical revenue  decreased 32% to $805,713 for the nine-month period
ended  September 30, 2001, as compared to $1,193,118 for the  nine-month  period
ended September 30, 2000. This decrease  results from the Company's  decision to
discontinue operations at one of its locations.

The Company's  gross profit for the nine-month  period ended  September 30, 2001
increased 60 % $700,031, compared to $436,198 for the period ended September 30,
2000.

The Company's  selling,  general and  administrative  expenses  increased 16% to
$1,044,428  for the  nine-month  period ended  September 30, 2001 as compared to
$902,331 for the nine-month  period ended  September 30, 2000. As in the present
quarter,  the initial  expenses  associated  with the  Internet  Appliance  have
resulted in an increase in overall  expenses over the  nine-month  period ending
September 30, 2000.

Net operating loss  increased 26 % to $784,008 for the  nine-month  period ended
September  30,  2001,  as compared to $577,723  for the nine month  period ended
September 30, 2000.  This increase in the net operating loss reflects the impact
of the three  significant  events  that  transpired  in the  present  nine-month
period:  (1) The closing of one of the clinics,  (2) the departure of one of the
physician  employees;  and (3) the increased  expenditures  associated  with the
Internet Appliance.

It is  anticipated  that in the coming fiscal year sales of the  ScreenPhone(TM)
will result in decreased losses and increased revenue.


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

The  Company's  operations  used  $580,733 of cash during the nine months  ended
September  30, 2001  compared to a use of cash of $630,800 for the quarter ended
September 30, 2000.

                                                                               4

<PAGE>


As of  September  30,  2001,  the  Company  had a  working  capital  deficit  of
$2,543,514  compared to the working  capital of  ($1,356,578)  at September  30,
2000. At September 30, 2001, the Company had a cash overdraft of $22,278.



PART II  - OTHER INFORMATION

Item 5.  Other Information.

On  November  5, 2001,  the  Company  entered  into an  agreement  with  Imagine
Investments,  Inc. to sell to a subsidiary of Imagine the Company's  health care
clinic business and shares of the Company's  common stock in  consideration  for
the  cancellation  of over $1.2 million in debt and the redemption of all of the
issued and outstanding  shares of the Company's  Series A Preferred  Stock.  The
issuance of the Company's common shares is dependent on certain conditions, with
the  number of shares to be issued  ranging  from  approximately  2 million to 9
million  shares.  Consummation  of the sale is subject  to  certain  conditions,
including approval of the transaction by the Company's shareholders.


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

Exhibits -     10.1 Restructure and Settlement Agreement dated as of November 5,
               2001  by  and   among   MB   Software   Corporation,   Healthcare
               Innovations, LLC, Imagine Investments, Inc., and XHI2, Inc.

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


Reports on Form 8-K  - None


                                   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: 18th November, 2001                  /s/ Scott A. Haire
                                         ----------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (Principal Financial Officer)


                                                                               5

<PAGE>


INDEX TO EXHIBITS

Exhibit
No.       Description

10.1      Restructure  and Settlement  Agreement dated as of November 5, 2001 by
          and  among  MB  Software  Corporation,  Healthcare  Innovations,  LLC,
          Imagine Investments, Inc., and XHI2, Inc.

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