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, 1997

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

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION


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

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


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


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


As of September  30,  1997,  68,033,000  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, 1997


                                      INDEX
<TABLE>
<S>                                                                                 <C>     

PART I  -  FINANCIAL INFORMATION                                                    PAGE NUMBER

           Item 1  -  Financial Statements

                Consolidated Balance Sheet
                September 30, 1997 (Unaudited) and December 31, 1996 (Audited)         3-4

                Consolidated Statements of  Cash Flow
                for the Nine Months ended September 30, 1997 (Unaudited               
                and  December 31,1996   (Audited)                                        5

                Consolidated Statements of Operations
                for the Nine Months and Three Months ended  September 30, 1997)
                and September 1996 (Unaudited)                                           6

                Notes to Consolidated Financial Statements                               7

           Item 2  -  Management's Discussion
           and Analysis of Financial Condition or Plan of Operation
                                                                                        7-9

PART II - OTHER  INFORMATION



           Item 6  -  Exhibits, Financial Statement Schedules                            9
           and Reports on Form 8-K





SIGNATURES                                                                               10
</TABLE>







                                       2

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                               September 30, 1997

                                     ASSETS

                                                    September 30,   December 31,
                                                          1997           1996
                                                    -----------     -----------

CURRENT ASSETS                                 
       Cash                                         $   855,307    $   196,653
       Trade accounts receivable                      2,823,954        345,452
       Less allowance for bad debt                      (54,999)       (33,487)
       Notes receivable                                 533,333         10,000
       Commissions receivable                            62,546           --
       Deposits                                          29,413         18,488
       Prepaid  Expenses                                164,575         19,883
                                                    -----------    -----------
                    Total current assets              4,414,129        556,989
                                                    -----------    -----------


PROPERTY AND EQUIPMENT, NET                             627,690         63,349
                                                    -----------    -----------


OTHER ASSETS
       Goodwill                                         845,866        850,109
       Software development costs                       439,326        394,240
                                                    -----------    -----------
                    Total other assets                1,285,192      1,244,349
                                                    -----------    -----------

                                                    $ 6,327,011    $ 1,864,687
                                                    ===========    ===========









                                   Continued

                                       3

<PAGE>

                                                                 
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEET (continued)
                               September 30, 1997

                                  LIABILITIES

<S>                                                                                <C>     

                                                                   September 30,   December 31,
                                                                       1997            1996
                                                                    -----------    -----------  
CURRENT LIABILITIES
       Notes Payable                                                  1,154,051        242,029
       Accounts payable                                                 704,590        149,741
       Accrued liabilities                                              314,303        101,382
       Other liabilities                                                246,297        179,000
       Deferred revenues                                                 73,500        159,026
                                                                    -----------    -----------
              Total current liabilities                               2,492,741        831,178
                                                                    -----------    -----------

LONG TERM LIABILITIES
      Note Payable                                                    1,830,249      1,283,808
      Other liabilities                                                  40,000         40,000
                                                                    -----------    -----------
         Total long term liabilities                                  1,870,249      1,323,808
                                                                    -----------    -----------

TOTAL LIABILITIES                                                     4,362,990      2,154,986
                                                                    -----------    -----------

MINORITY INTEREST IN SUBSIDIARY                                          (5,016)          --
                                                                    -----------    -----------

SHAREHOLDERS' EQUITY
       Common stock .001 par value; 100,000,000 shares
          authorized; 68,033,000 shares issued                           68,033         67,885
       Additional paid-in capital                                     2,825,047        810,322
       Retained Earnings (deficit)                                   (1,356,752)    (1,156,467)
       Treasury stock, at cost; and 409,577 shares                      (12,039)       (12,039)
       Net Earnings                                                     444,748
                                                                    -----------    -----------
                    Total shareholders' equity (deficit)              1,969,037       (290,299)
                                                                    -----------    -----------

                                                                    $ 6,327,011    $ 1,864,687
                                                                    ===========    ===========

</TABLE>

                                       4
<PAGE>


<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               September 30, 1997

<S>                                                                             <C>  <C> 

                                                                      September 30,   September 30,
                                                                         1997               1996
CASH FLOWS FROM OPERATING ACTIVITIES                                  ------------    ------------
       Net Income(Loss) for the period                                 $   444,748    $   460,017
       Adjustments to reconcile net income(loss) to net
        cash used by operating activities:
                    Depreciation                                           222,076         13,163
                    Gain on debt extinguishment                           (118,192)
                    Bad debt expense                                        28,040
      Changes in assets and liabilities
                          Trade accounts receivable                     (2,478,502)      (150,876)
                          Change in allowance for doubtfull accounts        21,512           --
                          Advances                                         (44,652)
                          Commissions Receivable                           (62,546)          --
                          Prepaid expenses and other                      (144,693)       (16,064)
                          Deposits                                         (10,925)          (700)
                          Accounts payable                                 554,849          8,180
                          Accrued Liabilities                              212,921         32,370
                          Other Liabilities                                 67,296        408,081
                          Deferred revenues                                (85,526)        28,103
                         Increase (decrease) in minority interest           (5,016)          --
                          Other                                           (131,924)          --
                                                                       -----------    -----------
Net cash used by operating activities                                   (1,485,882)       737,622


CASH FLOWS FROM INVESTING ACTIVITIES
      Disposal (Purchase) of property and equipment                       (560,097)       (20,466)
      Software development costs capitalized                               (45,086)      (177,042)
      Advances on notes receivable                                        (523,333)          --
                                                                       -----------    -----------
Net cash provided (used) by investing activities                        (1,128,516)      (197,508)


CASH FLOWS FROM FINANCING ACTIVITIES
      Principle payments on notes payable                               (2,012,104)       790,949
      Increase in notes payable                                          3,470,567       (350,446)
      Increase (decrease) in cash overdraft                                   --           29,616
      Common Stock                                                             148        (17,400)
      Paid in Capital                                                    2,014,726         17,402
                                                                                         (200,285)
      Purchase of treasury stock                                              --          (45,000)
                                                                       -----------    -----------
Net cash provided by financing activities                                3,273,052        425,121

INCREASE / (DECREASE) IN CASH                                              658,654        114,993
                                                                       -----------    -----------

 Cash at beginning of period                                               196,653         36,535

  Cash at end of period                                                $   855,307    $   151,529
                                                                       ===========    ===========



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

</TABLE>

                                       5

<PAGE>


<TABLE>
<CAPTION>
                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               September 30, 1997

<S>                                                                             <C>          <C>                  <C>   


                                                   THREE MONTHS         THREE MONTHS         NINE MONTHS          NINE MONTHS
                                                    ENDED 9-30-97        ENDED 9-30-96       ENDED 9-30-97        ENDED 9-30-96
                                                    -------------        -------------       -------------        -------------
  REVENUES
    Service fee & broker income                      $-                       119,190                    -              404,026
    Commission Income                                       2,421                   -               68,533                    -
    Softwaree & maintenance sales                         757,366             558,344            1,568,237            1,845,042
    Other income                                          146,719                   -              146,746                1,008
    Medical income                                      1,183,405                   -            2,727,518                    -
                                                     ------------       -------------        -------------        -------------
      Total revenues                                    2,089,911             677,534            4,511,034            2,250,076
                                                     -------------      -------------        -------------        ------------- 

  COST OF REVENUES
    Cost of service & broker fees                           2,000                   -                2,000                2,548
    Cost of software & maintenance                        192,990             140,769              495,032              326,226
    Cost of services medical                               37,181                   -               74,530                    -
                                                    -------------       -------------        -------------        -------------
        Total cost of revenues                            232,171             140,769              571,562              328,774

  GROSS PROFIT                                          1,857,740             536,765            3,939,472            1,921,302
                                                    -------------       -------------        -------------        -------------

  OPERATING EXPENSES
    Selling, general & administrative                   1,614,415             433,944            3,226,354            1,429,299
    Depreciation and amortization                          82,149                   -              222,076               10,262
                                                    -------------       -------------        -------------        -------------
       Total operating expenses                         1,696,564             433,944            3,448,430            1,439,561
                                                    -------------       -------------        -------------        ------------- 

 INCOME FROM OPERATIONS                                   161,176             102,821              491,042              481,741
                                                    -------------       -------------        -------------        ------------- 

 OTHER INCOME (EXPENSES)
   Interest (income) expense, net                          44,184               (792)              153,580                (797)
   Other                                                   66,222             (1,883)            (102,270)               22,521
   Fines and settlements                                    5,000                   -                    -                    -
                                                    -------------       -------------        -------------        ------------- 
      Total other (income) expense, net                   115,406             (2,675)               51,310               21,724
                                                    -------------       -------------        -------------        ------------- 
 MINORITY INTEREST (INCOME)                                 5,016                   -                5,016                    -
 LOSS OF SUBSIDIARY
 NET INCOME BEFORE TAXES                                   50,786             105,496              444,748              460,017
  Penalties-Non Deductible
 PROVISION FOR INCOME TAXES                                     -                   -                    -                    -

   NOET PROFIT (LOSS)                                      50,786             105,496              444,748              460,017
                                                    =============       =============        =============        =============    

    Income per weighted-average common shares                   0                   0                 0.01                 0.01
                                                    =============       =============        =============        ============= 

    Weighted-average common shares outstanding         68,033,000          67,885,000           68,033,000           67,885,000
                                                    =============       =============        =============        ============= 
                                
</TABLE>
                                        6

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997
                                   (Unaudited)

1.       BASIS OF PRESENTATION

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted,  although  management  believes the  disclosures
herein are adequate to make the  information  presented  not  misleading.  These
interim financial  statements should be read in conjunction with the more recent
financial statements of MB Software Corporation included in the Company's report
on Form 10-KSB for the year ended December 31, 1996.

The interim  financial  information  included  herein is  unaudited;  however it
reflects all adjustments  (consisting  solely of normal  recurring  adjustments)
which are, in the opinion of  management,  necessary for a fair  representation,
results of  operations  and cash flows for the  interim  period.  The results of
operations for the nine months and three months ended September 30, 1996 are not
necessarily indicative of the results to be expected for the full year.

This Quarterly Report on Form 10-QSB contains  forward looking  statements about
the  business,  operations  and  financial  condition of the Company,  including
various  statements  contained  in  "Management's  Discussions  and  Analysis of
Financial  Condition  and  Results of  Operations."  The  actual  results of the
Company  could  differ   materially  from  those   forward-looking   statements,
contingent  upon market  factors and economic  volatility.  Causal  factors that
could  impact  actual  results of the  Company to differ  materially  from those
contained in the  forward-looking  statements  are discussed in connection  with
those statements.




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

The Company
MB Software  Corporation,  through its wholly owned  subsidiary,  Santiago  SDS,
Inc.,  ("Santiago"),  remains a leader in the  development  of  state-of-the-art
physician practice  management  software and provides incidental cash management
resources to physicians,  chiropractors and medical billing centers. The Company
continues to maintain a leadership  role in this industry with  introduction  of
innovative  software  products ahead of competitors and remains one of a limited
number of software developers with practice management  conventions available in
a Windows 95 platform.

In order to leverage its existing market share and extend  penetration  into the
healthcare industry, the Company embarked in 1996 on a strategy which called for
expansion through mergers and acquisition of complementary  healthcare entities.
This  strategy  allows for  incremental  rollout of its  software  products  and
permits  accelerated  operational  economies of scale in the acquired  companies
through  uniformity  of a software  platform  and  application  of  standardized
operational procedures of proven efficacy. In each acquired entity,  application
of these operational  disciplines forms a solid base from which to effect timely
positive  operational  realignment  along  with  financial  consistency  that is
necessary for going forward profitability.

                                       7

<PAGE>

On August 5, 1997, the Company and Imagine Investments, Inc. announced formation
of Healthcare Innovations, LLC, a limited liability company, for the purposes of
acquiring and operating healthcare businesses.  Imagine, Inc. is a subsidiary of
Stone  Investments,  which is a subsidiary of Stone Capital, a company with over
$3 billion in assets.  The Company  will own 51% equity  interest in  Healthcare
Innovations and contributed its existing healthcare  operating businesses to the
new entity.

Additionally,  Healthcare  Innovations  acquired all of the outstanding stock of
Sandy Home Health effective August 1, 1997. The Company previously owned another
healthcare company in St. George, Utah, Color Country Health Express, LLC, which
provides  nurse-practitioner  services at three clinic sites in southwest  Utah.
The  acquisition  of Sandy Home Health  brings the total  complement of acquired
companies  by  Healthcare  Innovations  to four,  situated at seven  operational
sites.

The Company has successfully  established an Internet Web Site in 1997.  Through
Santiago,  the Company  utilizes Site to launch  marketing  initiatives,  supply
customer information about existing and intended software releases,  and provide
an interchange forum for current and prospective buyer information.

Strategic  plans  developed by Management  call for continued  refinement of its
operational focus and acquisition of additional targets to form a larger revenue
base that  maximizes  the  potential  for  greater  profit  margins.  Management
continues to discharge its strategic  obligation through effectuation of actions
consistent with these short and long range initiatives.

In accord with its strategic  intent,  Management  further refined the Company's
operational  focus through  divestiture of Santiago's  dental  customer  install
base.  Since  this  facet of the  business  represented  a  minority  of  users,
Management believed support and development efforts associated with its software
products  should be based on its  centerpiece  medical  product,  OneClaim Plus.
Maximum improvement of products at an accelerated  delivery pace should keep the
Company's  products ahead of  competitors,  while allowing for reduced costs and
increased profit margins.

Passage by Congress of the Health Insurance  Portability and  Accountability Act
(H.I.P.A.A.)  in 1996 requires,  in part,  development and ultimately the use of
electronic  data  interchange  (EDI) for health claims or  equivalent  encounter
information.  These  federal  mandates  bode  well for the  Company,  given  its
on-going  positioning  which has  remained  consistent  with  these  anticipated
developments.  The  Company's  customer  base  is  being  migrated  toward  this
requirement and should achieve  successful  conversion  long before  anticipated
cut-off dates.  Moreover,  the strong national economy has kept inflation at its
lowest level in decades,  thereby  fostering  both buyer  confidence  and robust
demand.



Results of Operations
This  section  discusses  the  results  of  operations  of the  Company  and its
subsidiaries for the quarterly period ended September 30, 1997. Since January 1,
1997,  the Company  has been able to remain  profitable,  despite  extraordinary
expense  demands  associated  with the  acquisition  and  assimilation  of three
additional targets during the last 18 months.

 In the quarter ended  September 30, 1997,  revenues  improved to $2,089,911,  a
200% increase  from the $677,534  revenues  reported for the same period,  1996.
Over the nine month  period  ended  September  30,  1997,  revenues  improved to
$4,511,034, an increase of 100% compared with $2,250,076, in revenues posted for
the same period in 1996.

Net income  remained  profitable for the third quarter ended September 30, 1997,
and for the seventh  consecutive  quarter;  although net income  reflected a 52%
decrease from the same period in 1996. The Company demonstrated strong results

                                       8

<PAGE>

and exceeded  profit targets in the first and second quarters of 1997, and while
still  profitable,  the margin of  profitability  narrowed in the third  quarter
ended  September 30, 1997.  For the nine month period ended  September 30, 1997,
net  income  sustained  profitability  yet showed a slight  downturn  by .03% to
$444,748 from $460,017 for the same period in 1996.

Operating  expenses for the quarter ended September 30, 1997 increased given the
Company's  comprehensive  efforts to maximize  profit margins  through  on-going
emphasis of its acquisitions  programs.  Actual operating expenses for the third
quarter  grew 290% to  $1,696,564  and were  directly  the  result of  migrating
acquired  companies  into  the  Company's  operational  and  corporate  culture.
Operating expenses also included the non-recurring costs associated with further
enhancement and refinement of the Windows 95 product.  The Company's  ability to
fund said development from operating revenues evidences management's  commitment
to a policy of fiscal prudence and incremental revenue growth financed primarily
by containment of operating costs. For the nine month period ended September 30,
1997,  operating  expenses  increased 139% to $3,448,430 from $1,439,561 for the
same period in 1996.

Total current  liabilities for the quarter ended September 30, 1997 evidenced an
upswing of 256% to  $2,493,741.  Management  maintains a core strategy to reduce
debt and current  liabilities  in order to grow the company  with  minimal  debt
obligations.  This  strategy  gave way to financial  pressures  associated  with
operational  consolidations  and the need to  maintain  high  levels of service,
which is reflected, in higher total current liabilities. While the Company moves
to minimize  debt,  management  recognizes  that its  alliance  with  Healthcare
Innovations  forms a strong base of stability,  which long term outcomes  should
prove mutually beneficial for each party.


Liquidity and Capital Resources
As of September 30, 1997, the Company  recorded total assets of $6,327,011  with
current  assets of  $4,414,129  and  property,  equipment  and  other  assets of
$1,912,882.   Total  current  liabilities   reported  September  30,  1997  were
$2,493,741.  Net working  capital during the period ended September 30, 1997 was
$1,920,388.

PART II - OTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Security Holders.

Exhibits - All  Exhibits  were filed as  exhibits to the reports on Form 8-K set
forth below.

ITEM 6.  Exhibits and reports on form 8-K.

Reports  of Form  8-K -  Original  8-K was  filed  on  February  6,  1997 and an
Amendment No.1 was filed April 4, 1997. An original 8-K was
filed on August 7, 1997.


                                       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


Dated:  November 17, 1997                 /s/ Scott A. Haire
                                          ---------------------------
                                          Scott A. Haire, Chairman of the Board,
                                          Chief Executive Officer and President
                                          (Principal Financial Officer)