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, 1999

    [ ]  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

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

                                                   Name of each Exchange
    Title of Each Class                             on Which Registered
           Common                             NASDAQ - OTC BULLENTIN 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 May 10, 1999,  68,691,971  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, 1999


                                      INDEX

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


         Item 1  -  Financial Statements

              Consolidated Balance Sheet
              March 31, 1999 (Unaudited) and December 31, 1998 (Audited)              F-1-F-2

              Consolidated Statements of Operations  -
              for the Three Months ended March 31, 1999 (Unaudited) and
              December 31, 1998 (Audited)                                             F-3-F4

              Consolidated Statements of Cash Flows
              for the Three Months ended March 31, 1999 (Unaudited)
             and December 31, 1998 (Audited)                                          F-5-F-6

              Notes to Consolidated Financial Statements                                 7

         Item 2  -  Management's Discussion
         and Analysis of Financial Condition and
         Results of Operations                                                         7-8-9

PART II - OTHER  INFORMATION


         Item 5  -  Other Information                                                   10


         Item 6  -  Exhibits, Financial Statement Schedules
         and Reports on Form 8-K                                                        10

SIGNATURES                                                                              10


</TABLE>


<PAGE>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                        March 31,   December 31,
                                                          1999        1998    
                                                       ----------   ----------  
                                                       (Unaudited)

CURRENT ASSETS
   Cash                                                $   72,597   $  188,797
   Accounts receivable -
       Medical receivables, net of
           allowance for doubtful accounts and
           contractual adjustments of $1,595,052 and
           $1,810,887 in 1999 and 1998, respectively      904,791    1,003,126
   Notes receivable                                        83,233       51,288
   Prepaid expenses                                         4,200        4,200
                                                       ----------   ----------

              TOTAL CURRENT ASSETS                      1,064,821    1,247,411
                                                       ----------   ----------

PROPERTY AND EQUIPMENT, NET                               341,686      396,022
                                                       ----------   ----------

OTHER ASSETS
   Goodwill, net of accumulated amortization              296,908      316,806
   Software development costs, net of accumulated
       amortization                                       139,487      169,376
   Deposits and other assets                               69,444       73,036
                                                       ----------   ----------

              TOTAL OTHER ASSETS                          505,839      559,218
                                                       ----------   ----------

                                                       $1,912,346   $2,202,651
                                                       ==========   ==========





                                   (Continued)
                                       F-1


<PAGE>

<TABLE>

<CAPTION>
                       

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                         March 31,    December 31,
                                                          1999          1998   
                                                       -----------    -----------   
                                                       (Unaudited)
<S>                                                    <C>            <C>

CURRENT LIABILITIES
   Notes payable
       Related parties                                 $      --      $      --
       Other                                               287,020        303,946
   Current maturities of long-term debt
       Related parties                                        --             --
       Other                                                36,275         54,965
   Accounts payable                                        372,793        483,074
   Accrued liabilities                                     367,465        315,004
   Deferred revenues                                        53,309         57,423
                                                       -----------    -----------

              TOTAL CURRENT LIABILITIES                  1,116,862      1,214,412

LONG-TERM DEBT, NET OF CURRENT
   MATURITIES
       Related parties                                   1,703,808      1,703,808
       Other                                                38,057         56,392

PREFERRED STOCK DIVIDENDS PAYABLE                          130,644         85,000
                                                       -----------    -----------

              TOTAL LIABILITIES                          2,989,371      3,059,612
                                                       -----------    -----------

SHAREHOLDERS' DEFICIT
   Series A senior cumulative convertible
       participating preferred stock; $10 par value;
       340,000 shares issued and outstanding in 1998     3,400,000      3,400,000
   Common stock; $.001 par value; 100,000,000 shares
       authorized; 69,100,000 shares issued                 69,100         69,100
   Additional paid-in capital                            1,101,105      1,101,105
   Accumulated deficit                                  (5,635,191)    (5,415,127)
   Treasury stock, at cost; 408,029 shares                 (12,039)       (12,039)
                                                       -----------    -----------

              TOTAL SHAREHOLDERS' DEFICIT               (1,077,025)      (856,961)
                                                       -----------    -----------

                                                       $ 1,912,346    $ 2,202,651
                                                       ===========    ===========
</TABLE>


                                       F-2

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                      Three Months Ended  
                                                March 31, 1999    March 31, 1998
                                                --------------   ---------------
REVENUES
   Medical income - net of contractual
       adjustments of $371,993 and $344,590
       in 1999 and 1998, respectively             $ 565,605          $ 556,308  
   Service fees                                      81,239            164,916  
Software & maintenance sales                         60,671            162,308  
                                                  ---------          ---------  
                                                                                
           TOTAL REVENUES                           707,515            883,532  
                                                  ---------          ---------  
                                                                                
COST OF REVENUES                                                                
   Cost of software and maintenance                   4,078             33,094  
   Cost of medical services                         534,774            512,542  
                                                  ---------          ---------  
                                                                                
           TOTAL COST OF REVENUES                   538,852            545,636  
                                                  ---------          ---------  
                                                                                
              GROSS PROFIT                          168,663            337,896  
                                                  ---------          ---------  
                                                                                
OPERATING EXPENSES                                                              
   Selling, general and administrative              298,355            520,056  
   Depreciation and amortization                     76,188             85,105  
                                                  ---------          ---------  
                                                                                
           TOTAL OPERATING EXPENSES                 374,543            605,161  
                                                  ---------          ---------  
                                                                                
              (LOSS) FROM OPERATIONS               (205,880)          (267,265) 
                                                                                
OTHER INCOME (EXPENSES)                                                         
   Gain on sale of asset                               --                1,501  
   Interest expense                                 (45,828)           (68,457) 
   Interest income and other                        116,644             21,286  
                                                  ---------          ---------  
                                                                                
           TOTAL OTHER INCOME (EXPENSE)              70,816            (45,670) 
                                                  ---------          ---------  
                                                                                
              (LOSS) FROM CONTINUING OPERATIONS                                 
                BEFORE MINORITY INTEREST           (135,064)          (312,935) 
                                                                                
MINORITY INTEREST IN LOSS                              --              161,017  
                                                  ---------          ---------  
                                                                                
              (LOSS) BEFORE PREFERRED STOCK                             
                 DIVIDEND AND DISCONTINUED                              
                 OPERATIONS                        (135,064)          (151,918) 
                                                  ---------          ---------  
                                                                         
                                                      
                                   (Continued)
                                       F-3
<PAGE>

<TABLE>

<CAPTION>


                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                   (CONTINUED)

                                                           Three Months Ended             
                                                      March 31, 1999   March 31, 1998  
                                                      --------------   --------------
<S>                                                   <C>              <C>

                                        
PREFERRED STOCK DIVIDEND                               $     85,000    $       --
                                                       ------------    ------------

              (LOSS) BEFORE DISCONTINUED
                 OPERATIONS                                (220,064)       (151,918)

DISCONTINUED OPERATIONS
   Income from operations of discontinued subsidiary           --             5,868
                                                       ------------    ------------

              NET LOSS                                 $   (220,064)   $   (146,050)
                                                       ============    ============

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

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

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                                           69,100,000      68,580,000
                                                       ============    ============


</TABLE>









                                       F-4


<PAGE>

<TABLE>

<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                          Three Months Ended              
                                                    March 31, 1999   March 31, 1998  
                                                    --------------   --------------
<S>                                                    <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) before discontinued operations           $(220,064)      $(151,918) 
   Adjustments to reconcile net (loss) to net                                     
       cash used by operating activities:                                         
           Depreciation and amortization                  76,188          85,105  
           Gain on sale of assets                           --            (1,501) 
           Change in allowance for doubtful accounts    (215,835)        110,440  
   Changes in assets and liabilities:                                             
           Trade accounts receivable                     314,170        (222,447) 
           Notes receivable                              (31,945)          3,489  
           Prepaid expenses and other                       --             2,931  
           Deposits                                         --            (3,213) 
           Accounts payable                             (110,281)       (173,003) 
           Accrued liabilities                            13,105         (61,371) 
           Deferred revenues                              (4,114)        (30,019) 
                                                       ---------       ---------  
                      NET CASH USED BY                                            
                          CONTINUING OPERATIONS         (178,776)       (441,507) 
                                                       ---------       ---------  
                                                                                  
                      NET CASH USED BY                                            
                          DISCONTINUED OPERATIONS           --          (161,017) 
                                                       ---------       ---------  
                                                                                  
                      NET CASH USED BY OPERATING                                  
                          ACTIVITIES                    (178,776)       (602,524) 
                                                       ---------       ---------  
                                                                                  
CASH FLOWS FROM INVESTING ACTIVITIES                                              
   Purchases of property and equipment                   (22,448)         (1,239) 
   Proceeds from sale of assets                             --             1,501  
                                                       ---------       ---------  
                      NET CASH PROVIDED (USED) BY                                 
                          INVESTING ACTIVITIES           (22,448)            262  
                                                       ---------       ---------  
                                                                                  
CASH FLOWS FROM FINANCING ACTIVITIES                                              
   Principal payments on notes payable                                            
       Related parties                                      --              --    
       Other                                             (42,424)       (295,212) 
   Proceeds from notes payable                                                    
       Related parties                                      --              --    
       Other                                              42,448         300,000  
   Preferred stock dividends payable                      85,000            --    
                                                       ---------       ---------  
                      NET CASH PROVIDED BY                                        
                          FINANCING ACTIVITIES            85,024           4,788  
                                                       ---------       ---------  
                                                                       
</TABLE>


                                       F-5

<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)


                                                    Three Months Ended   
                                           March 31, 1999       March 31, 1998  
                                           --------------       --------------



(DECREASE) IN CASH                            $(116,200)          $(597,474) 
                                                                             
CASH AT BEGINNING OF PERIOD                     188,797             716,735  
                                              ---------           ---------  
                                                                             
CASH AT END OF PERIOD                         $  72,597           $ 119,261  
                                              =========           =========  
                                                                             
SUPPLEMENTAL INFORMATION                                                     
   Cash paid during the period for interest                                  
       Related parties                        $  24,225           $  19,090  
       Other                                     49,427              42,593  
                                              ---------           ---------  
                                                                             
                                              $  73,652           $  61,683  
                                              =========           =========  
                                                                             
SUPPLEMENTAL SCHEDULE OF NON-CASH                                            
   INVESTING AND FINANCING ACTIVITIES                                        
       Disposition of assets                  $  53,975           $    --    
       Leases assumed by third party            (53,975)               --    
       Sale of Software Assets                     --               274,603  
       Increase in Notes Receivable                --              (274,603) 
                                              ---------           ---------  
                                                                             
                                              $    --             $    --    
                                              =========           =========  
                                                                             
                                                                             
                                                                 









                                       F-6


<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 informaiton and with the instructions to Form 10-QSB and Rule 10-01 of
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,  1998.  In  the  opinion  of  management,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been  included  Operating  results for the three month period
ended March 31, 1999, are not necessarily  indicative of the results that may be
expected for the year ended December 31, 1999.

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

General
-------

In the first quarter of 1999, MB Software  Corporation (the "Company") continued
to  focus  on  the  operations  of  its  existing  health  care  businesses  and
development of its medical practice management software business.

In the year ending  December 31, 1998,  the Company  sold  numerous  health care
entities that had proven to be cost-prohibitive to operate. In the first quarter
of 1999,  the Company  continued  the  process of  restructuring  the  remaining
entities in an effort to maximize profits and reduce administrative expenses.

The health  care  division of the Company  continued  to focus on  Company-owned
physician  practices in Florida.  The Company's remaining health care businesses
consist  of three  clinics in Florida  and a  chiropractic  clinic in Las Vegas,
Nevada.  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.  The
Florida clinics account for approximately 82% of gross medical revenues.

In the first quarter of 1999,  the software  division of the Company  focused on
its continued restructuring and new product development pertaining to the health
care  industry.  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  OneClaim(R)  Plus  software  has met the
compliance  standards  for  Medicare  and  as a  result,  will  meet  compliance
standards for the industry as a whole.


The following  summarizes  the results of operations  for the three month period
ended March 31, 1999 and March 31, 1998:










                                        7

<PAGE>

<TABLE>

                                                                                  Three Months Ended
                                                                                       March 31
                                         
                                           ----------------------------------------------------------------------------
                                                  1999                   %                1998               %
                                           ------------------                      ------------------ 
<S>                                        <C>                    <C>              <C>                    <C>
Medical Activities:
     Gross Revenue                         $      938,598             100*         $      900,898             100*
     Contractual Allowance                        371,993            0.40*                344,590            0.38*  
                                           --------------         --------         --------------         -------- 
                                          
                                          
               Net Revenue                        565,605              60*                556,308              62*          
                                                                  --------                                --------
                                           
     Cost of  Revenue                            (534,774)         - 0.95**              (512,542)           -0.92**             
                                           --------------         --------         --------------         -------- 
                                                                               
               Gross Profit                        30,831            0.5**                 43,766             0.8**              
                                           --------------         --------         --------------         -------- 

Service Fees                                       81,239                                 164,916                  
                                           --------------                          --------------
                                           
Software Activities:
    Gross Revenue                                  60,671                                 162,308
    Cost of Revenue                                (4,078)                                (33,094)             
                                           --------------                          --------------
                  
               Gross Profit                        55,593                                 129,214 
                                          
                                           --------------                          --------------
               GROSS PROFIT                       168,663                                 337,896
                                                                                           

Operating Expenses:
    Selling, General and
    Administrative:
    Bad Debt Expense
   Other General and
             Administrative                       298,355                                 520,056   
                                           --------------                          --------------    
                                                  298,355                                 520,056
                                                                                   

   Depreciation and Amortization                   76,188                                  85,105

   Interest Expense                               (45,828)                                (68,457

    Interest Income and Other                     116,644                                  21,286

Gain on sale of assets                                --                                    1,501
                                                                                   --------------      

Loss from Continuing Operations
        before Minority Interest in 1998         (135,064)                               (312,935)
                                           --------------                          -------------- 
</TABLE>

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



                                        8

<PAGE>



Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998
-------------------------------------------------------------------------------

Gross medical revenues increased 4% to $937,598 for the three months ended March
31, 1999 as compared to $900,898 for the three months ended March 31, 1998. This
increase is partially attributable to patient increases in the Company's Florida
clinics and the addition of a third Florida clinic.

The contractual  allowance  adjustment  increased .08% to $371,993 for the first
quarter of 1999  compared  with  $344,590  for the three  months ended March 31,
1998. In the first quarter of 1999, the Company identified  numerous slow paying
receivables or receivables that due to changing  conditions  required reductions
in their realizable amounts. These amounts have been recorded in the contractual
adjustment of $371,993.

The cost of medical  revenues  increased  .04% to $534,774  for the three months
ended March 31, 1999  compared to $512,542  for the three months ended March 31,
1998. This modest increase is partially attributable to a short-term increase in
labor costs in that  additional  employees were retained to assist in receivable
collection efforts.

The gross profit from medical activities  decreased 42% to $30,831 for the three
months  ended March 31, 1999 as compared to $43,766 for the three  months  ended
March 31, 1999.  The  decrease  reflects,  in part,  the  increased  contractual
allowance  percentages  increased  expenses  attendant to the opening of the new
clinics and the increased short-term labor costs.

The  service  fees for the first  quarter  ending  March 1999  decreased  51% to
$81,239  from  $164,916  for the first  quarter of March 1998.  Service fees are
earned in connection with practice management  agreements.  The reduction in the
service fee amounts  reflects the  Company's  determination  to reduce  practice
management arrangements in favor of Company-owned practices.

In the quarter  ending March 31, 1999,  gross revenue from  software  activities
decreased 62% to $60,671 from $162,308 for the first quarter  ending March 1998.
The  revenue  reduction  reflects  reduced  technical  support  fees and reduced
software  sales,  each  partially  resulting  from a period of time allocated to
research and development for new products.

The Company's gross profit for the first quarter ending March 1999 decreased 50%
to $168,663 from $337,896 for the first quarter ending March 1998. As delineated
herein, this reduction in gross profit is substantially related to the reduction
in service  fees as well as the revenue  reductions  pertaining  to the software
activities.

The other  selling,  general and  administrative  expenses  decreased  by 42% to
$298,355 for the three-month period ended March 31, 1999 as compared to $520,056
for the three-month  period ended March 31, 1998. This decrease reflects savings
resulting from the  termination  of certain  operations and reduction in the due
diligence costs associated with acquiring practice management affiliations.

The net loss from  continuing  operations  decreased  56.8% to $135,064  for the
three month period ended March 31, 1999,  as compared to a loss of $312,935 loss
for the three months ended March 31, 1998. The reduction evidences the Company's
continuing efforts to eliminate those operations that have not been profitable.

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

The  Company's  operations  used  $178,776 of cash during the three months ended
March 31, 1999 compared to a use of cash of $602,524 for the quarter ended March
31,  1998.  While there a  multitude  of factors to which the  reduction  may be
attributed,  it is noteworthy that for the quarter ending March 31, 1998,  there
was a cash  usage of  $161,017  by  discontinued  operations  without  a similar
expenditure for the same quarter of 1999.


                                        9

<PAGE>

As of March 31, 1999, the Company had working capital  deficits of $52,041.  The
working capital as of March 31, 1998 was $32,999. At March 31, 1999, the Company
had cash of  $72,597.  To  increase  its cash  position,  the  Company  plans on
out-sourcing the collection  efforts for a portion of  significantly  delinquent
Florida receivables in a multi-party financing/collections arrangement.

In the three months ended March 31, 1999, the Company  expended  $22,448 for the
purchase of equipment.  The Company does not  anticipate  any major  purchase of
equipment for the remaining nine (9) months of 1999.

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.

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: May 14, 1999               /s/ Scott A. Haire
                             ----------------------
                             Scott A.  Haire, Chairman of the Board,
                             Chief Executive Officer and President
                             (Principal Financial Officer)















                                       10