MB SOFTWARE CORP (Form: S-1, Received: 04/11/2008 12:17:34)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

MB SOFTWARE CORPORATION
(Exact name o registrant as specified in its charter)

            Texas                           3842                 59-2220004
       (State Or Other         (Primary Standard Industrial     (IRS Employer
Jurisdiction Of Incorporation   Classification Code Number)  Identification No.)
       or Organization)

777 Main Street
Suite 3100
Fort Worth, Texas 76102
Ph: (817) 820-7080
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Scott A. Haire
777 Main Street
Suite 3100
Fort Worth, Texas 76102
Ph: (817) 820-7080
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

With Copies To:

Colbert Johnston LLP
Attention: Robert J. Johnston, Esq.
6021 Morriss Road, Suite 101
Flower Mound, Texas 75028
Ph: (972) 724-3338
Fax: (972) 724-1922

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ ]

If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  Registration  Statement
for the same offering. [ ]

If this form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  Registration  Statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company;

    Large Accelerated filer [ ]                    Accelerated filer [ ]

    Non-accelerated filer [ ]                      Smaller reporting company [X]

                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ---------------------- ----------------------- ----------------------
  Title of each Class                              Proposed Maximum            Proposed
     of Securities            Amount to be          Offering Price        Maximum Aggregate           Amount of
    to be registered           Registered            per share (1)          Offering Price        Registration Fee
------------------------- ---------------------- ---------------------- ----------------------- ----------------------

      Common Stock              3,993,104                $1.50                $5,989,656               $235.39
------------------------- ---------------------- ---------------------- ----------------------- ----------------------

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

PROSPECTUS

3,993,104

Shares of common stock of MB Software Corporation (par value $0.001 per share)

This prospectus relates to the resale by certain selling shareholder identified in the section of this prospectus entitled "Selling Shareholder" on page 32 and their permitted transferees, from time to time of up to 3,993,104 shares of our common stock under this prospectus, issued as:

- 86,207 shares issued by the Company in a private placement;

- up to 1,500,000 shares to be issued upon the exercise of warrants, which were granted by the Company in a private placement;

- up to 1,206,897 shares to be issued upon the conversion of notes issued by the Company in a private placement; and

- up to 1,200,000 shares to be transferred upon the exercise of warrants, which were granted by H.E.B., LLC, a Nevada limited liability company and the Company's majority shareholder

We are not offering or selling any of our common stock pursuant to this prospectus. We will not receive any proceeds from any sales made by the selling shareholder in this offering but we will pay the expense of this offering. We will, however, receive the proceeds from the exercise of the warrants and options issued to the selling shareholder if and when they are exercised.

The selling shareholder may, but is not obligated to, offer all or part of their shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We do not know when or in what amount the selling shareholder may offer shares for sale, including whether the selling shareholder will sell any or all of the shares offered by this Prospectus.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 5 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Our shares of common stock are traded on the NASD's Over-the-Counter Bulletin Board under the symbol "MBSB."

INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES NOR DOES IT SEEK OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The date of this prospectus is April __, 2008.

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this document or any other document to which we refer you. Neither we nor the selling shareholder have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling shareholder are making an offer to sell these securities in a jurisdiction where the offer or sale is not permitted. The information contained in this document is current only as of its date, regardless of the time of delivery of this prospectus or of any sales of shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

PROSPECTUS SUMMARY.............................................................2
RISK FACTORS...................................................................4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................12
USE OF PROCEEDS...............................................................13
MARKET PRICE OF AND DIVIDENDS ON FOR COMMON EQUITY
     AND RELATED STOCKHOLDER MATTERS..........................................13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATION.................................................14
BUSINESS......................................................................21
DIRECTORS AND EXECUTIVE OFFICERS..............................................24
EXECUTIVE COMPENSATION........................................................28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................28
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT........................30
DESCRIPTION OF SECURITIES.....................................................31
SELLING SHAREHOLDER...........................................................32
SHARES ELIGIBLE FOR FUTURE SALE...............................................33
PLAN OF DISTRIBUTION..........................................................34
INDEPENDENT PUBLIC ACCOUNTANTS................................................35
LEGAL MATTERS.................................................................35
EXPERTS.......................................................................35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE....................................36
DISCLOSURE OF COMMISSION POSITION ON
    INDEMNIFICATION FOR SECURITIES ACT LIABILITIES............................36
INTERESTS OF NAMED EXPERTS AND COUNSEL........................................36
WHERE YOU CAN FIND MORE INFORMATION...........................................36
INDEX TO FINANCIAL STATEMENTS................................................F-1
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS..............................38
RECENT SALES OF UNREGISTERED SECURITIES.......................................39
EXHIBITS......................................................................39
UNDERTAKINGS..................................................................40
SIGNATURES....................................................................42

PROSPECTUS SUMMARY

This summary highlights selected information about MB Software Corporation and the offering that is contained in detail throughout this prospectus. You should read the entire prospectus before making an investment decision, especially the information presented under the heading "Risk Factors" and the financial statements and related notes included elsewhere in this prospectus, as well as the other documents to which we refer you. Except as otherwise indicated by the context, references in this prospectus to "we," "us," "our," or the "company" are to the business of MB Software Corporation and its subsidiaries and do not include the selling shareholder.

OUR BUSINESS

OUR CORPORATE INFORMATION

MB Software Corporation was incorporated in 1982 as a Colorado corporation and was reincorporated in the State of Texas in 2002. References in this report to "we" or "the Company" refer to MB Software Corporation.

Effective August 20, 2004, we acquired Wound Care Innovations, LLC through a merger of Wound Care Innovations with a newly formed Company subsidiary.

Prior to our acquisition of Wound Care Innovations, Wound Care Innovations had obtained the distribution rights for CellerateRx products for the domestic medical, retail, government and first aid human use wound care markets, and certain non-exclusive rights for several international markets. Effective November 2007, we obtained the exclusive worldwide license to the patented technologies underlying our CellerateRx products. CellerateRx(TM) is a trademark of Applied Nutritionals, Inc.

THE OFFERING

Common stock offered by us                                             0 shares
Common stock offered by the selling shareholder                3,993,104 shares
Common stock to be outstanding after the offering             19,434,447 shares

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table provides our summary historical consolidated financial data for the periods ended and as of the dates indicated. The summary historical consolidated statement of operations data and summary historical consolidated balance sheet data presented below for the years ended December 31, 2006, and December 31, 2007, which have been derived from our audited consolidated financial statements, and have been audited by Pritchett, Siler & Hardy, P.C., independent certified public accountants. The historical results are not necessarily indicative of the results to be expected in any future period. You should read the summary consolidated historical financial data set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Plan or Operation" and with our financial statements, including introductory paragraphs, and the related notes appearing elsewhere in this prospectus.

                                           As of and for the
                                        Year Ended December 30,
                                      ----------------------------
                                          2006            2007
                                      ------------    ------------
Summary of Operations Data:
  Total revenue                       $    189,755    $    630,505
  (Loss) from operations                  (487,885)       (405,737)
  Net (loss)                              (623,559)       (542,756)
  Net (loss) per common share:
    Basic and Diluted                 $      (0.04)   $      (0.03)
  Number of weighted-average
  shares of common stock
  outstanding:
    Basic and Diluted                   16,141,343      16,141,343
Balance Sheet Data:
  Cash and cash equivalents           $    236,301    $        781
  Total assets                             496,287         405,730
  Long-term debt and capital leases           --              --
  Total Liabilities                      1,767,311       2,219,510
  Stockholders' (deficit) equity      $ (1,271,024)   $ (1,813,780)

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the following risks and the other information set forth elsewhere in this Registration Statement, including our financial statements and related notes, before you decide to purchase shares of our common stock. If any of these risks occur, our business, financial condition and results of operations could be adversely affected. As a result, the trading price of our common stock could decline, perhaps significantly, and you could lose part or all of your investment.

WE EXPECT TO INCUR LOSSES IN THE FUTURE AND MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY

We have incurred net losses since we began our current operations in 2004. Our net loss was approximately $623,559 for our year ended December 31, 2006, and approximately $542,756 for the year ended December 31, 2007. We expect to make significant investments in our sales and marketing programs and research and development, resulting in a substantial increase in our operating expenses. Consequently, we will need to generate significant additional revenue to achieve and maintain profitability in the future. We may not be able to generate sufficient revenue from sales of our products and related professional services to become profitable. Even if we do achieve profitability, we may not sustain or increase profitability on a quarterly or annual basis. In addition to funding operations through increased revenue, we anticipate that we will need to raise additional capital before reaching profitability. We cannot predict when we will operate profitably, if at all. If we fail to achieve or maintain profitability, our stock price may decline.

WE HAVE A LIMITED OPERATING HISTORY WITH WHICH YOU CAN EVALUATE OUR CURRENT

BUSINESS MODEL AND PROSPECTS

We acquired Wound Care Innovations in August of 2004 and we have not been profitable to date. Although we have seen our sales increase in the four and a half years since the acquisition, we cannot predict if and when we may become profitable. Even if we become profitable in the future, we cannot accurately predict the level of, or our ability to sustain profitability. Because we have not yet been profitable and cannot predict any level of future profitability, you bear the risk of a complete loss of your investment in the event our business plan is unsuccessful.

>> Because our products are still at a relatively early stage of commercialization, it is difficult for us to forecast the full level of market acceptance that our solution will attain;

>> competitors may develop products that render our products obsolete or noncompetitive or that shorten the life cycles of our products. Although we have had initial success, the market may not continue to accept our wound care products;

>> we may not be able to attract and retain a broad customer base; and

>> we may not be able to negotiate and maintain favorable strategic relationships.

Failure to successfully manage these risks could harm our business and cause our stock price to fall. Furthermore, to remain competitive, we will need to add to our current product line, and we may not succeed in creating and marketing new products. A decline in demand for, or in the average price of, our wound care products would have a direct negative effect on our business and could cause our stock price to fall.

OUR PRODUCTS ARE MANUFACTURED ONLY BY APPLIED NUTRITIONALS

Applied Nutritionals holds the patent to, and is currently the sole source of the products we offer for sale. Our growth and ability to meet customer demands depends in part on our ability to obtain timely deliveries of product from our manufacturer. We may in the future experience a shortage of product as a result of manufacturing process issues or capacity problems at our supplier, or strong demand for the ingredients constituting our products.

If shortages or delays persist, the cost to manufacture our products may increase, or may not be available at all, and we may also encounter shortages if we do not accurately anticipate our needs. We may not be able to secure enough product at reasonable prices or of acceptable quality to meet our or our customer's needs. Accordingly, our revenues could suffer and our costs could increase until other sources can be developed. There can be no assurance that we will not encounter these problems in the future.

The fact that we do not own our manufacturing facilities could have an adverse impact on the supply of our products and on operating results. While we will have the ability to manufacture these products in the event that Applied Nutritionals is not able to fulfill our product orders, in such event, we may temporarily be prevented from marketing and selling our products until we were able to locate a substitute manufacturer.

THE MARKETS IN WHICH WE COMPETE ARE INTENSELY COMPETITIVE, WHICH COULD ADVERSELY AFFECT OUR REVENUE GROWTH

The market for wound care products is intensely competitive. Competition in the wound care market is heavy among a vast array of medical devices, drugs, and therapies. Many of our existing and potential competitors have better brand recognition, longer operating histories, larger customer bases and are very well capitalized and will continue to compete aggressively.

Most companies providing wound care products are able to offer customers multiple products. By doing so, they effectively offset the cost of customer acquisition and support across several revenue sources. With only one product line, our costs are relatively much higher and may prevent us from achieving strong profitability.

Further, although our wound care products have performed well in customer evaluations, we are a relatively unknown entity with a relatively unknown brand in a market significantly controlled by much larger products companies. We may not, even with strong customer accounts, be able to establish the credibility necessary to secure large national customers.

Our competitors may be able to keep us out of some distribution channels, close us out from some larger accounts with "Master Contracts" for full product lines, and create market awareness that hinders our abilities to secure key accounts in a cost effective way. Increased competition could significantly reduce our future revenue and increase our operating losses due to price reductions, lower gross margins or lost market share, which could harm our business and cause our stock price to decline.

PRODUCT LIABILITY EXPOSURE

We face an inherent risk of exposure to product liability claims in the event that the use of any product we sell results in injury. Such claims may include, among others, that these products contain contaminants or include inadequate instructions as to use or inadequate warnings concerning side effects and interactions with other substances. We do not have, and do not anticipate obtaining, contractual indemnification from parties supplying raw materials or marketing the products we sell. In any event, any such indemnification if

obtained would be limited by our terms and, as a practical matter, to the creditworthiness of the indemnifying party. In the event that we do not have adequate insurance or contractual indemnification, product liabilities relating to defective products could have a material adverse effect on our operations and financial condition.

FEDERAL REGULATIONS AND CHANGES IN REIMBURSEMENT POLICIES

Our CellerateRx products are currently classified by the FDA as Class I medical devices, and are further classified as dressings and are cleared for marketing for the following indications: pressure ulcers, diabetic ulcers, surgical wounds, ulcers due to arterial insufficiency, traumatic wounds, 1st and 2nd degree burns, and superficial wounds. Because our products are classified by the FDA as medical devices and not drugs, we were not required to pursue stringent clinical trials. Many physicians and larger, sophisticated healthcare provider organizations, however, often require clinical studies demonstrating specific performance capabilities of any new products. We do not have results from controlled clinical studies and the lack of such studies could adversely affect our ability to obtain large institutional customers. Further, if the FDA were to change its policies regarding the classification or marketing of our products for any reason, we would likely be required to conduct and submit data to satisfy additional requirements.

Healthcare services are heavily reliant upon health insurance reimbursement. Although many current insurance plans place much of the financial risk on providers of care (allowing them to choose whatever products/therapies are most cost effective) under capitated or prospective payment structures, much of our business is related to Medicare-eligible populations. Although our products are currently eligible for reimbursement under Medicare Part B, adjustments to our reimbursement amounts or a change in Medicare's reimbursement policies could have an adverse effect on our ability to pursue market opportunities.

IF WE CANNOT MEET OUR FUTURE CAPITAL REQUIREMENTS, OUR BUSINESS WILL SUFFER

We will need additional financing to continue operating our business. We need to raise additional funds in the future through public or private debt or equity financings in order to:

>> fund operating losses;

>> scale sales and marketing to address the market for wound care products;

>> take advantage of opportunities, including more rapid expansion or acquisitions of complementary products or businesses;

>> hire, train and retain employees;

>> develop new products; or

>> respond to economic and competitive pressures.

If our capital needs are met through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced. Our future success may be determined in large part by our ability to obtain additional financing, and we can give no assurance that we will be successful in obtaining adequate financing on favorable terms, if at all. If adequate funds are not available or are not available on acceptable terms, our operating results and financial condition may suffer, and our stock price may decline.

OUR OPERATING RESULTS MAY FLUCTUATE, WHICH MAY ADVERSELY AFFECT OUR STOCK PRICE

We are an emerging company. As such, our quarterly revenue and results of operations are difficult to predict. We have experienced fluctuations in revenue and operating results from quarter-to-quarter and anticipate that these fluctuations will continue until the company reaches critical mass and the market becomes more stable. These fluctuations are due to a variety of factors, some of which are outside of our control, including:

>> the fact that we are a relatively young company with relatively young products;

>> our ability to attract new customers and retain existing customers;

>> the length and variability of our sales cycle, which makes it difficult to forecast the quarter in which our sales will occur;

>> the amount and timing of operating expense relating to the expansion of our business and operations;

>> the development of new wound care products or product enhancements by us or our competitors;

>> actual events, circumstances, outcomes, and amounts differing from judgments, assumptions, and estimates used in determining the values of certain assets (including the amounts of related valuation allowances), liabilities, and other items reflected in our financial statements; and

>> how well we execute on our strategy and operating plans.

As a consequence, operating results for a particular future period are difficult to predict, and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse affect on our business, results of operations, and financial condition that could adversely affect our stock price.

We also typically realize a significant portion of our revenue in the last few weeks of a quarter because of our customers' purchasing patterns. As a result, we are subject to significant variations in license revenue and results of operations if we incur a delay in a large customer's order. If we fail to close one or more significant license agreements that we have targeted to close in a given quarter, this failure could seriously harm our operating results for that quarter. Failure to meet or exceed the expectation of securities analysts or investors due to any of these or other factors may cause our stock price to fall.

OUR REVENUES FOR A PARTICULAR PERIOD ARE DIFFICULT TO PREDICT, AND A SHORTFALL IN REVENUES MAY HARM OUR OPERATING RESULTS

As a result of a variety of factors discussed in this report, our revenues for a particular quarter are difficult to predict. Our net sales may grow at a slower rate than we anticipate, or may decline. We plan our operating expense levels based primarily on forecasted revenue levels. These expenses and the impact of long-term commitments are relatively fixed in the short term. A shortfall in revenue could lead to operating results being below expectations as we may not be able to quickly reduce these fixed expenses in response to short term business changes.

DISRUPTION OF, OR CHANGES IN, OUR DISTRIBUTION MODEL OR CUSTOMER BASE COULD HARM OUR SALES AND MARGINS

If we fail to manage the distribution of our products properly, or if the financial condition or operations of our reseller channels weaken, our revenues and gross margins could be adversely affected. Furthermore, a change in the mix of our customers between service provider and enterprise, or a change in the mix of direct and indirect sales, could adversely affect our revenues and gross margins.

Several factors could also result in disruption of or changes in our distribution model or customer base, which could harm our sales and margins, including the following:

>> in some instances, we compete with some of our resellers through our direct sales, which may lead these channel partners to use other suppliers that do not directly sell their own products;

>> some of our resellers may have insufficient financial resources and may not be able to withstand changes in business conditions;

OUR PROPRIETARY RIGHTS MAY PROVE DIFFICULT TO ENFORCE

We generally rely on patents, copyrights, trademarks, and trade secret laws to establish and maintain proprietary rights in our technology and products. While we have the exclusive license underlying our collagen based CellerateRx products, there can be no assurance that these patents or our other proprietary rights will not be challenged, invalidated, or circumvented or that our rights will in fact provide competitive advantages to us. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent, as do the laws of the United States. The outcome of any actions taken in these foreign countries may be different than if such actions were determined under the laws of the United States. If we are unable to protect our proprietary rights (including aspects of products protected other than by patent rights) in a market, we may find ourselves at a competitive disadvantage to others who need not incur the substantial expense, time, and effort required to create the innovative products that have enabled us to be successful.

WE MAY BE FOUND TO INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS

Third parties, including customers, may in the future assert claims or initiate litigation related to exclusive patent, copyright, trademark, and other intellectual property rights to technologies and related standards that are relevant to us. These assertions may emerge over time as a result of our growth and the general increase in the pace of patent claims assertions, particularly in the United States. Because of the existence of a large number of patents in the healthcare field, the secrecy of some pending patents, and the rapid rate of issuance of new patents, it is not economically practical or even possible to determine in advance whether a product or any of its components infringes or will infringe the patent rights of others. The asserted claims and/or initiated litigation can include claims against us or our manufacturers, suppliers, or customers, alleging infringement of their proprietary rights with respect to our existing or future products or components of those products. Regardless of the merit of these claims, they can be time-consuming, result in costly litigation and diversion of technical and management personnel, or require us to develop a non-infringing technology or enter into license agreements. Where claims are made by customers, resistance even to unmeritorious claims could damage customer relationships. There can be no assurance that licenses will be available on acceptable terms and conditions, if at all, or that our indemnification by our suppliers will be adequate to cover our costs if a claim were brought directly against us or our customers. Furthermore, because of the potential for high court awards that are not necessarily predictable, it is not unusual to find even arguably unmeritorious claims settled for significant amounts. If any infringement or other intellectual property claim made against us by any third

party is successful, or if we fail to develop non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions, our business, operating results, and financial condition could be materially and adversely affected.

FAILURE TO RETAIN AND RECRUIT KEY PERSONNEL WOULD HARM OUR ABILITY TO MEET KEY OBJECTIVES

Our success will depend in large part on our ability to attract and retain skilled executive, managerial, sales, and marketing personnel. Competition for these personnel is intense in the market today. Volatility or lack of positive performance in our stock price may also adversely affect our ability to attract and retain key employees. The loss of services of any of our key personnel, the inability to retain and attract qualified personnel in the future, or delays in hiring required personnel, particularly executive management, engineering and sales personnel, could make it difficult to meet key objectives, such as timely and effective product introductions.

OUR STOCK PRICE MAY CONTINUE TO BE VOLATILE

Significant variations in our quarterly operating results may adversely affect the market price of our common stock. Our operating results have varied on a quarterly basis during our operating history, and we expect to experience significant fluctuations in future quarterly operating results. These fluctuations have been and may in the future be caused by numerous factors, many of which are outside of our control. We believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and that you should not rely upon them as an indication of future performance. Also, it is likely that our operating results could be below the expectations of public market analysts and investors. This could adversely affect the market price of our common stock.

In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many small companies, in particular, and that have often been unrelated to the operating performance of these companies. These factors, as well as general economic and political conditions, may materially adversely affect the market price of our common stock in the future. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, some of whom we anticipate compensating in part based on the performance of our stock price.

FAILURE TO MANAGE OUR PLANNED GROWTH COULD HARM OUR BUSINESS

Our ability to successfully market and sell our wound care products and implement our business plan requires an effective plan for managing our future growth. We plan to increase the scope of our operations at a rapid rate. Future expansion efforts will be expensive and may strain our managerial and other resources. To manage future growth effectively, we must maintain and enhance our financial and accounting systems and controls, integrate new personnel and manage expanded operations. If we do not manage growth properly, it could harm our operating results and financial condition and cause our stock price to fall.

A FEW OF OUR EXISTING SHAREHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK AND WILL HAVE A SIGNIFICANT INFLUENCE OVER MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD DELAY OR PREVENT A CHANGE IN CONTROL

You may lack an effective vote on corporate matters and management may be able to act contrary to your objectives. Our officers and board members own approximately 83.9% of the 16,727,550 shares of our common stock outstanding. If management votes together, it will influence the outcome of corporate actions

requiring shareholder approval, including the election of directors, mergers and asset sales. As a result, new stockholders may lack an effective vote with respect to the election of directors and other corporate matters. Therefore, it is possible that management may take actions with respect to its ownership interest, which may not be consistent with your objectives or desires. For example, our officers, directors and principal stockholders could delay or prevent an acquisition or merger even if the transaction would benefit other stockholders. In addition, this significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Please see "Principal Stockholders" for a more detailed description of our share ownership.

LIQUIDITY OF OUR COMMON STOCK

Although there is a public market for our common stock, trading volume has been historically low which substantially increases your risk of loss. We can give no assurance that an active and liquid public market for the shares of the common stock will develop in the future. Low trading volume in our common stock could affect your ability to sell the shares of common stock. The development of a public trading market depends upon not only the existence of willing buyers and sellers, but also on market makers. The market bid and asked prices for the shares may be significantly influenced by decisions of the market makers to buy or sell the shares for their own account, which may be critical for the establishment and maintenance of a liquid public market in the shares. Market makers are not required to maintain a continuous two-sided market and are free to withdraw firm quotations at any time. Additionally, in order to maintain our eligibility for quotation on the OTC Bulletin Board, we need to have at least one registered and active market maker. No assurance can be given that any market making activities of any additional market makers will commence or that the activities of current market makers will be continued.

SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET MAY LOWER OUR STOCK PRICE AND IMPAIR OUR ABILITY TO RAISE FUNDS IN FUTURE OFFERINGS

Future sales of large amounts of common stock could adversely affect the market price of our common stock and our ability to raise capital. Substantially all of the outstanding shares of our common stock are freely tradable, without restriction or registration under the Securities Act, other than the sales volume restrictions of Rule 144 applicable to shares held beneficially by persons who may be deemed to be affiliates. The price of our common stock could also drop as a result of the exercise of options for common stock or the perception that such sales or exercise of options could occur. These factors also could make it more difficult for us to raise funds through future offerings of our common stock.

As of April 1, 2008, there were 16,731,639 shares of common stock issued and 16,757,550 outstanding. In addition, we have issued convertible notes, which if held to maturity will convert into 1,206,897 shares of common stock, and warrants representing 1,500,000 shares of common stock are currently outstanding. In addition, we have 1,490.196 shares of our Series A Convertible Preferred Stock issued and outstanding that will automatically convert into 7,600,000 shares of common stock upon the filing of an amendment to our Articles of Incorporation increasing our authorized number of shares of common stock from 20,000,000 to 100,000,000. We intend to file such an amendment during the second quarter of 2008.

OUR ARTICLES AND BYLAWS MAY DELAY OR PREVENT A POTENTIAL TAKEOVER OF US

Our Articles of Incorporation, as amended, and Bylaws, as amended, contain provisions that may have the effect of delaying, deterring or preventing a potential takeover of us, even if the takeover is in the best interest of our stockholders. The Bylaws limit when stockholders may call a special meeting of

stockholders. The Articles also allow the Board of Directors to fill vacancies, including newly created directorships.

NO DIVIDEND PAYMENTS

We have not paid and do not currently intend to pay dividends, which may limit the current return you may receive on your investment in our common stock. Future dividends on our common stock, if any, will depend on our future earnings, capital requirements, financial condition and other factors. We currently intend to retain earnings, if any, to increase our net worth and reserves. Therefore, we do not anticipate that any holder of common stock will receive any cash, stock or other dividends on our shares of common stock at any time in the near future. You should not expect or rely on the potential payment of dividends as a source of current income.

"PENNY STOCK" LIMITATIONS

Our common stock currently trades on the OTC Bulletin Board. Since our common stock continues to trade below $5.00 per share, our common stock is considered a "penny stock" and is subject to SEC rules and regulations, which impose limitations upon the manner in which our shares can be publicly traded.

These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser's written agreement to a transaction prior to sale. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers.

Penny stocks are securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Exchange Act and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock."

Rule 15g-9 of the Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined in the "Risk Factors" section above. These factors may cause our actual results to differ materially from any forward-looking statement. Readers are urged to carefully review and consider the various disclosures we make in this prospectus and in our other reports filed with the Securities and Exchange Commission.

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. Our management believes its assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that our actual results of operations or the results of our future activities will not differ materially from these assumptions.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the shares of common stock offered by the selling shareholder. The Company will, however, receive proceeds from the exercise of the warrants described in this prospectus, if and when these warrants are exercised. We could raise an additional $1,750,000 if all of the warrants described in this Prospectus are exercised. These warrants also contain an automatic exercise feature that is triggered if the volume weighted average market price of our common stock is equal to or greater than $3.00 per share for a period of 20 consecutive days and if there is an effective registration statement for the shares underlying the warrants. We can give no assurance that any or all of these warrants or options will ever be exercised.

MARKET PRICE OF AND DIVIDENDS ON FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The Company's common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the National Association of Securities Dealer, Inc. under the symbol "MBSB". Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.

The high and low sales prices are as follows for the periods indicated:

----------- --------------------------- ------------- ------------
YEAR        QUARTER ENDING              HIGH          LOW
----------- --------------------------- ------------- ------------
2006        March 31, 2006              $0.45         $0.10
----------- --------------------------- ------------- ------------
            June 30, 2006               $0.45         $0.10
----------- --------------------------- ------------- ------------
            September 30, 2006          $0.20         $0.10
----------- --------------------------- ------------- ------------
            December 31, 2006           $0.10         $0.05
----------- --------------------------- ------------- ------------
2007        March 31, 2007              $0.45         $0.05
----------- --------------------------- ------------- ------------
            June 30, 2007               $0.30         $0.06
----------- --------------------------- ------------- ------------
            September 30, 2007          $0.35         $0.10
----------- --------------------------- ------------- ------------
            December 31, 2007           $1.10         $0.32
----------- --------------------------- ------------- ------------

RECORD HOLDERS

As of April 1, 2008, there were approximately 2,000 shareholders of record holding a total of 16,727,550 shares of common stock. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

DIVIDENDS

The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the board of directors and will depend on

the Company's earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company's ability to pay dividends on its common stock other than those generally imposed by applicable state law. The Company has determined that it will utilize any earnings in the expansion of its business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this document. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this memorandum, particularly in "Risk Factors."

Because of our dependence upon consumer perceptions, adverse publicity associated with illness or other adverse effects resulting from the use of our products or any similar products distributed by other companies could have a material adverse effect on our operations. Such adverse publicity could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products as directed. In addition, we may not be able to counter the effects of negative publicity concerning the efficacy of our products. Any such occurrence could have a negative effect on our operations.

Other key factors that affect our operating results are:

>> Overall customer demand and acceptance for our various products.

>> Volume of products ordered and the prices at which we sell our products.

>> Our ability to manage our cost structure for capital expenditures and operating expenses such as salaries and benefits, freight and royalties.

>> Our ability to match operating costs to shifting volume levels.

>> Increases in the cost of raw materials and other supplies.

>> The impact of competitive products.

>> Limitations on future financing.

>> Increases in the cost of borrowings and unavailability of debt or equity capital.

>> Our inability to gain and/or hold market share.

>> Exposure to and expense of resolving and defending product liability claims and other litigation.

>> Managing and maintaining growth.

>> The success of product development and new product introductions into the marketplace.

>> The departure of key members of management.

>> Our ability to efficiently manufacture our products.

>> Unexpected customer bankruptcy.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS/RISK FACTORS

The following discussion should be read in conjunction with the financial statements and the notes thereto and the other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain certain forward-looking information. When used in this discussion, the words "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected due to a number of factors beyond our control. We do not undertake to publicly update or revise any of our forward-looking statements even if experience or future changes show that the indicated results or events will not be realized. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. You are also urged to carefully review and consider our discussions regarding the various factors that affect our business, included in this section and elsewhere in this report.

OVERVIEW AND PLAN OF OPERATION

Our current focus is developing and marketing products for the advanced wound care market, as pursued through our wholly-owned subsidiary, Wound Care Innovations, LLC, a Nevada limited liability company. We hold the exclusive worldwide license to certain patented technologies and processes related to an advanced collagen based wound care product formulation, which we market under the brand name "CellerateRx(TM)". These products are FDA cleared for marketing for the following indications: pressure ulcers, diabetic ulcers, surgical wounds, ulcers due to arterial insufficiency, traumatic wounds, 1st and 2nd degree burns, and superficial wounds.

Our CellerateRx products are currently marketed to and being used by wound care providers of all types. These products are also approved for reimbursement under Medicare Part B and as a consequence, the professional medical market is, and will remain the primary focus of our marketing and sales efforts for the immediate future. We believe that these products are unique in composition, applicability, clinical performance, and demonstrate the ability to reduce costs associated with standard wound management.

We currently have limited business operations, maintaining leased offices in Fort Worth, Texas and Fort Lauderdale, Florida. All of our major business functions are performed by our subsidiary, Wound Care Innovations, LLC. Although Wound Care Innovations is a product distributor, it is also responsible for product packaging development, packaging materials, and coordination of all processes except the actual manufacturing of the product. Wound Care Innovations also conducts other activities that are typical of a product distributor, including sales, marketing, customer service, and customer support. All of these activities are run and managed out of Wound Care Innovations' Fort Lauderdale offices.

Manufacturing of our products is conducted by Applied Nutritionals. CellerateRx is a trademark of Applied Nutritionals, LLC. Warehousing, shipping, and physical inventory management is outsourced to Diamond Contract Manufacturing of Rochester, NY.

Our sales and marketing activities to date have been limited and have resulted in a nominal revenue stream. Through these activities, we have, however, secured product evaluations with a number of key accounts. These

accounts are regional and national healthcare provider organizations that represent strong recurring revenue opportunities for the Company.

We currently intend to secure capital resources for expansion of staff, inventories, marketing efforts, and research and development; however we may be unsuccessful in our efforts to secure such capital. If we are successful in raising capital, we anticipate hiring a number of management, marketing, and clinical staffs to secure additional accounts, market to the broader US wound care market, support customers in specific geographies, broaden our clinical/educational programs, and evaluate retail and international market opportunities.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in the notes to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Inventories. Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of powders, gels and the related packaging supplies. The Company has recorded an allowance for obsolete and slow moving inventory of $7,260 at December 31, 2007.

Stock-based compensation. The Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"), on January 1, 2006, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and shares issued through its employee stock purchase plan, based on estimated fair values. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Under the intrinsic value method that was used to account for stock-based awards prior to January 1, 2006, which had been allowed under the original provisions of SFAS 123, compensation expense is recorded on the date of grant if the current market price of the underlying stock exceeded the exercise price. Any compensation expense is recorded on a straight-line basis over the vesting period of the grant.

Effective January 1, 2006, The Company adopted the fair value recognition provisions of SFAS 123(R) using the modified prospective application method. Under this transition method, compensation expense recognized will include the applicable amounts of: (a) compensation expense of all stock-based payments granted prior to, but not yet vested as of January 1, 2006, and (b) compensation expense for all stock-based payments granted subsequent to January 1, 2006. Results for periods prior to January 1, 2006, have not been restated. The adoption of this new standard had no impact to the Company's financial position, results of operations or cash flows as the Company's previous stock-based compensation awards expired prior to January 1, 2006, and there have been no grants during the current year. Based on the Company's evaluation of the adoption of the new standard, however, the Company believes that it could have a significant impact to the Company's financial position and overall results of

operations depending on the number of stock options granted in a given year.

RESULTS OF OPERATIONS

Year ended December 31, 2007 Compared to Year ended December 31, 2006

Revenues. The Company generated revenues for the year ended December 31, 2007 of $630,505 compared to revenues of $189,755 for the year ended December 31, 2006, or a 233% increase in revenues.

Cost of revenues and gross margin. Costs of revenues for the year ended December 31, 2007 were $223,184 resulting in a gross profit margin of $407,321, compared to cost of revenues for the year ended December 31, 2006 of $193,057 and gross loss margin of $3,302. Our margins continue to be small, but our client base is growing and we believe that the product is gaining traction in the wound care field.

Selling, general and administrative expenses ("SGA"). SGA consists primarily of wages, facility-related expenses such as rent and utilities, and outside professional services such as legal and professional fees incurred in connection with our SEC reporting requirements. SGA for 2007 were $813,058 compared to $484,583 for fiscal 2006, or an increase of approximately 68%. We expect SGA to increase in the future as we continue to expand our marketing efforts and the number of products we offer and as our business continues to grow and the costs associated with being a public company continue to increase as a result of increased reporting requirements, including but not limited to the Sarbanes-Oxley Act of 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company currently has limited resources to maintain its current operations, secure more inventories, and meet its contractual obligations. Additional capital must be raised through equity or debt offerings. If we are unable to obtain additional capital, we will be unable to operate our business. During 2006, certain related parties advanced us approximately $153,000 for working capital purposes. We also secured a short-term loan of $500,000, due March 31, 2007. We generated a net loss of $623,559 and our cash position at December 31, 2006 was $236,301. During 2007 our short term borrowings increased by $230,197. We generated a loss of $542,756 and our cash position at December 31, 2007 was $781.

Effective January 1, 2008, $1,495,664 of Company debt was cancelled in exchange for 490.196 shares of our Series A Convertible Preferred stock.

Effective January 11, 2008, we received $50,000 from the sale and issuance of 86,207 shares of our common stock and warrants to purchase common stock, and an additional $700,000 from the sale and issuance of a convertible promissory note.

Without realization of additional capital or significant revenues from operations, it would be unlikely for the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. The Company has continuously incurred losses from operations and has a significant accumulated deficit. The appropriateness of using the going concern basis is dependent upon the Company's ability to obtain additional financing or equity capital and, ultimately, to achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty and should not be regarded as typical for normal operating periods.

It is the Company's belief that it will continue to incur nominal losses for at least the next twelve months, and as a result will require additional funds from debt or equity investments to meet such needs. The Company anticipates that its officers and shareholders will contribute sufficient funds to satisfy the cash needs of the Company for the next twelve months. However, there can be no assurances to that effect, as the Company has insignificant revenues and the Company's need for capital may change dramatically if it is successful in acquiring a new business. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities. Our future funding requirements will depend on numerous factors, some of which are beyond the Company's control. These factors include our ability to operate profitably, recruit and train management and personnel, and to compete with other, better-capitalized and more established competitors. To meet these objectives, management's plans are to (i) raise capital by obtaining financing through private placement efforts, (ii) issue common stock for services rendered in lieu of cash payments and (iii) obtain loans from officers and shareholders as necessary.

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

GOING CONCERN

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

It is the Company's belief that it will continue to incur nominal losses for at least the next twelve months, and as a result will require additional funds from debt or equity investments to meet such needs. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company anticipates that its officers and shareholders will contribute sufficient funds to satisfy the cash needs of the Company for the next twelve months. However, there can be no assurances to that effect, as the Company has insignificant revenues and the Company's need for capital may change dramatically if it is successful in acquiring a new business. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities. To meet these objectives, management's plans are to (i) raise capital by obtaining financing through private placement efforts; (ii) issue common stock for services rendered in lieu of cash payments and (iii) obtain loans from officers and shareholders as necessary.

The Company's future ability to achieve these objectives cannot be determined at this time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and should not be regarded as typical for normal operating periods.

INTELLECTUAL PROPERTY EXCLUSIVE LICENSING AGREEMENT

Effective November 28, 2007, Wound Care Innovations entered into separate exclusive license agreements with Applied Nutritionals and its founder George Petito, pursuant to which Wound Care Innovations obtained the exclusive world-wide license to certain patented technologies and processes related to CellerateRx products.

Wound Care Innovations had been marketing and selling CellerateRx for the three previous years under the terms of a distribution agreement that had been terminated in 2005. The new licenses are limited to the human health care market for external wound care, and include any new product developments based on the

licensed patent and processes. The term of these licenses extends through the life of the licensed patent.

In consideration for the licenses, Wound Care Innovations agreed to pay to Applied Nutritionals and Mr. Petito the following royalties, beginning January 3, 2008: (a) an advance royalty of $100,000 in the aggregate, (b) an aggregate royalty of fifteen percent (15%) of gross sales occurring during the first year of the license; (c) an additional advance royalty of $400,000, in the aggregate, on January 3, 2009; plus (d) an aggregate royalty of three percent (3%) of gross sales for all sales occurring after the payment of the $400,000 advance royalty. In addition, after January 3, 2009, Wound Care Innovations must maintain a minimum aggregate annual royalty payment of $375,000.

All royalties, other than the advance royalty payments described above, are due and payable on a calendar quarterly basis on or before the forty-fifth
(45th) day immediately following the calendar quarter in which gross sales are received.

In connection with the above transaction, the Company issued to Mr. Petito 1,000 shares of a newly designated Series A Convertible Preferred Stock. Each share of Preferred Stock will automatically convert into 5,100 shares of Common Stock upon the filing of an amendment to our Articles of Incorporation increasing our authorized number of shares of common stock from 20,000,000 to 100,000,000. We intend to file such an amendment during the second quarter of 2008.

In addition to the license agreements, Wound Care Innovations also entered into an exclusive manufacturing agreement with Applied Nutritionals pursuant to which Applied Nutritionals will manufacture all CellerateRx and related products for Wound Care Innovations. The term of the manufacturing agreement extends through the life of the licensed patent; but may be terminated by a successor in interest to Wound Care Innovations, provided that the successor in interest has annual revenues of at least $100,000,000 or a market capitalization of at least $200,000,000.

Prior to entering into the new license agreements, Applied Nutritionals held 900,000 shares of our common stock. These shares were issued to Applied Nutritionals in 2004, in connection with the previous distribution agreement for CellerateRx products. As majority member and manager of Applied Nutritionals, Mr. Petito may be deemed to be the beneficial owner of these shares.

DESCRIPTION OF PROPERTY

The Company's principal executive office is located at 777 Main Street, Fort Worth, Texas 76102. These offices contain approximately 2,390 square feet and are leased for a 2 year term expiring March 31, 2010. Rental on our executive offices is $3,784.00 per month. Wound Care's principal office is located at 790 E Broward Blvd, Suite 300, Fort Lauderdale, Florida 33301. These offices contain approximately 2,000 square feet and are leased for a 5 year term expiring September 2009. Rental on Wound Care's office is $4,130.77 per month.

LEGAL PROCEEDINGS

We are from time to time involved in various legal proceedings incidental to the conduct of our business. We believe that the outcome of all such pending legal proceedings will not in the aggregate have a material adverse effect on our business, financial condition, results of operations or liquidity.

BUSINESS

BUSINESS OVERVIEW

Our current focus is developing and marketing products for the advanced wound care market, as pursued through our wholly-owned subsidiary, Wound Care Innovations. We hold the exclusive worldwide license to certain patented technologies and processes related to an advanced collagen based wound care product formulation, which we market under the brand name "CellerateRx(TM)". These products are FDA cleared for marketing for the following indications:
pressure ulcers, diabetic ulcers, surgical wounds, ulcers due to arterial insufficiency, traumatic wounds, 1st and 2nd degree burns, and superficial wounds. We believe that these products are unique in composition, applicability, clinical performance, and demonstrate the ability to reduce costs associated with standard wound management.

We have been pre-marketing CellerateRX products to select markets and have received positive user feedback from many healthcare markets, including long term care facilities, wound care centers, hospitals, homecare agencies, and durable medical equipment companies. Through these activities, we have, however, secured product evaluations with a number of key accounts. These accounts are regional and national healthcare provider organizations that represent strong recurring revenue opportunities for the Company. Our pre-marketing work is beginning to bear results that we believe will generate additional revenues during 2008.

WOUND CARE INDUSTRY

The U.S. wound care market serves between three to five million patients annually with wounds resulting from diabetes, arterial insufficiency, pressure caused by immobility and other causes. Advanced wound care technologies, a segment of the overall U.S. wound care market, was approximately $2.6 billion in

2006, and is expected to reach $4.6 billion by 2011, an average annual growth rate of approximately 12%. According to BBC Research, wound care dressings, sealants, and anti-adhesion products held approximately 59% of the advanced wound care technologies market in 2006. By the end of 2011 this segment is expected to hold 55% of the total U.S. market.

New technologies and an increasing older population are two of the major driving forces behind the advanced wound care market. There is growing appeal for the market due to the fast healing benefits and reduced patient follow-ups. In addition, military wound care, alternative wound care, future research, and upcoming technology represent significant trends and growth for the changing wound care market.

Within the wound care products market, there are two typical groups of products: drugs and devices. CellerateRx products are currently classified by the FDA as Class I medical devices, and are further classified as dressings. Although collagen has been used for a number of years as a component of wound care dressings, we believe that the patented form of collagen in CellerateRx products allows these dressings to have a more active role in wound therapy than other currently available collagens based wound care dressings. The dressing market in the United States is currently estimated to be $2.5 billion per year.

The overall market for wound care products in the U.S. consists of healthcare professionals and organizations that provide care for those with wounds; durable medical equipment companies that supply ambulatory patients with products; and product companies that market drugs, devices, and methodologies to healthcare organizations and patients. Presently, we focus on sales and marketing activities directed toward professionals and organizations that will either resell CellerateRx products or use them in the course of treating their patient's wounds.

GENERAL BUSINESS PLAN

Our general business plan is to introduce CellerateRx products to select national and regional healthcare provider organizations, and focus on geographically-targeted marketing. Our CellerateRx products are currently being used by a variety of wound care providers, and are getting to market through a variety of distribution channels. CellerateRx products are currently approved for reimbursement under Medicare Part B. As a consequence, the professional medical market is, and will, remain the primary focus of our marketing and sales efforts for the immediate future.

PRODUCTS

Currently, our products for the professional healthcare market consist of CellerateRX in both gel and powder form. Both products contain the patented form of collagen and may be used on a variety of wounds, wound states, and phases. Although no clinical studies are currently planned, we intend to conduct a number of clinical studies for the purposes of quantifying the benefits of CellerateRX. We anticipate planning study design and management in the near future.

Effective November 28, 2007, we entered into separate exclusive license agreements with Applied Nutritionals and its founder George Petito, pursuant to which Wound Care Innovations obtained the exclusive worldwide license to certain patented technologies and processes related to CellerateRx. Wound Care Innovations had been marketing and selling CellerateRx during the previous three years under the terms of a distribution agreement with Applied Nutritionals that was terminated in 2005. The new licenses are limited to the human health care market for external wound care, and include any new product developments based on the licensed patent and processes. The term of these licenses extends through the life of the licensed patent.

In consideration for the licenses, Wound Care Innovations agreed to pay Applied Nutritionals and Mr. Petito the following royalties, beginning January 3, 2008: (a) an advance royalty of $100,000 in the aggregate, (b) an aggregate royalty of fifteen percent (15%) of gross sales occurring during the first year of the license; (c) an additional advance royalty of $400,000, in the aggregate, on January 3, 2009; plus (d) an aggregate royalty of three percent (3%) of gross sales for all sales occurring after the payment of the $400,000 advance royalty. In addition, after January 3, 2009, we must maintain a minimum aggregate annual royalty payment of $375,000.

MARKETING, SALES, AND DISTRIBUTION

The Company anticipates building and supporting a limited sales and marketing force directed toward securing key high profile accounts, penetrating select geographic markets, and supporting the efforts of our resellers and distributors. The wound care products market has a variety of overlapping distribution channels, with many customers able to procure products in multiple ways. With an intended limited internal sales force, our goal is to market directly to large accounts and open distribution channels preferred by those clients, as well as marketing through traditional online, offline, trade show and local activities.

We believe that the spectrum of use of CellerateRx products allows us to market to a wide range of customers, and will facilitate relationships with compatible product companies for potential joint marketing activities.

Our packaging, inventory management, and shipping activities are currently outsourced to Diamond Contract Manufacturing, a non-affiliated entity who provides packaging, warehousing, and fulfillment services from their Rochester, NY facilities.

PRODUCT PRODUCTION AND DEVELOPMENT

In addition to the license agreements for the patented technologies and processes related to CellerateRx, Wound Care Innovations also entered into an exclusive manufacturing agreement with Applied Nutritionals pursuant to which Applied Nutritionals will manufacture all CellerateRx and related products for us. The term of the manufacturing agreement extends through the life of the licensed patent; but may be terminated by a successor in interest, if such successor has, annual revenues of at least $100,000,000 or a market capitalization of at least $200,000,000.

We conduct our research and development activities, in conjunction with Applied Nutritionals. Although our efforts are currently focused on marketing and selling our current product lines, we anticipate that we may develop derivative products, utilizing the patented form of collagen, for other markets and applications.

EMPLOYEES

We currently have three employees in Florida. In addition, we use administrative services provided by two employees of an entity managed by Mr. Scott Haire, our Chairman, President and Chief Executive Officer.

COMPETITION

The wound care market is served by a number of large, multi-product line companies offering a suite of products to the market. CellerateRx products compete with all primary dressings, some prescription therapies (drugs), and other medical devices. Manufacturers and distributors of competitive products

include: Smith & Nephew, Johnson & Johnson, Healthpoint, and Biocore. Many of our competitors are significantly larger that we are and have more financial and personnel resources than we do. Consequently, we will be at a competitive disadvantage in marketing and selling our products into the marketplace. We believe, however, that the patented molecular form of collagen we use in CellerateRx allows our products to outperform currently available non-active dressings, reduce the cost of wound management, and replace a variety of other products with a single primary dressing.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the directors and executive officers of the Company:

Year First
Name                     Age        Position                        Elected

Scott A. Haire           43         Chairman, Chief Executive         1993
                                    Officer, President and Director

Gilbert A. Valdez        64         Director                          1996

Araldo A. Cossutta       83         Director                          1994

Steven W. Evans          57         Director                          1994

Robert E. Gross          63         Director                          1994

Thomas J. Kirchhofer     67         Director                          1994

Executive Officers of the Company are elected on an annual basis and serve at the discretion of the Board of Directors. Directors of the Company are elected on an annual basis.

Scott A. Haire is Chairman of the Board, Chief Executive Officer and President of the Company. Prior to founding MB Software Corporation, he was an employee of the Company from November 1993 to June 1994. Previously, Mr. Haire was president of Preferred Payment Systems, a company specializing in electronic claims and insurance system related projects.

Gilbert A. Valdez is Chief Operating Officer of the Company and past President and CEO of four major financial and healthcare corporations. Most recently, he served as CEO of Hospital Billing and Collection Services, Inc., a $550 million healthcare receivables financing entity located in Wilmington, Delaware; Datix Corporation, an Atlanta-based corporate divestiture from Harris-Lanier; Medaphis Corporation, an interstate, multi-dimensional healthcare service agency based in Atlanta; and NEIC, a national consortium of 40 major insurance companies formed for development of electronic claim billing standards. Mr. Valdez has 30 years of senior healthcare receivables financing experience.

Araldo A. Cossutta is President of Cossutta and Associates, an architectural firm based in New York City, with major projects throughout the world. Previously, he was a partner with I.M. Pei & Partners and is a graduate of the Harvard Graduate School of Design and the Ecole des Beaux Arts in Paris. Mr. Cossutta was a significant shareholder in Personal Computer Card Corporation ("PC3") and was chairman of PC3 at the time of its acquisition by the Company in November 1993. He also was a large shareholder and director of Computer Integration Corporation of Boca Raton, Florida from 1993 to 2000.

Steven W. Evans is a Certified Public Accountant with Evans Miller & Warriner, PSC, an accounting firm which he established in 1976 in Barbourville Kentucky. He is also a founder and active in PTRL, which operates contract research laboratories located in Kentucky, California and Germany. He is also a founder and active in the management of environmental, financial and hotel corporations in Kentucky and Tennessee.

Robert E. Gross is President of R. E. Gross & Associates, providing consulting and systems projects for clients in the multi-location service, banking and healthcare industries. From 1987 to 1990, he was vice president-technical operations for Medaphis Physicians Service Corp., Atlanta,

Georgia. Prior to that, he held executive positions with Chi-Chi's, Inc., Royal Crown and TigerAir. He also spent 13 years as an engineer with IBM.

Thomas J. Kirchhofer is president of Synergy Wellness Centers of Georgia, Inc. He is past president of the Georgia Chiropractic Association.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Our business is managed under the direction of the Board of Directors. The Board of Directors meets on a regularly scheduled basis to review significant developments affecting us and to act on matters requiring approval of the Board of Directors. It also holds special meetings when an important matter requires attention or action by the Board of Directors between scheduled meetings. During fiscal 2007, the Board of Directors did not meet, but acted by unanimous written consent 4 times. The Board of Directors does not have a standing audit, compensation, nominating or governance committee.

All of our directors are independent, as defined by Rule 4200(a)(15) of the Nasdaq's listing standards, except for Mr. Haire, who is not independent because he is currently employed by the Company as its Chief Executive Officer and Mr. Cossutta, who is not independent due to the above described acquisition of Wound Care.

Audit Committee

The Company does not maintain a standing Audit Committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committee's responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be required to establish an audit committee.

The Company's board of directors does not have an "audit committee financial expert," within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any audit committee member who has obtained these attributes through the experience specified in the SEC's definition of "audit committee financial expert." Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as "audit committee financial experts," and competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."

Indebtedness of Directors and Executive Officers

None of our directors or officers or their respective associates or affiliates is indebted to us.

Family Relationships

There are no family relationships among our directors or executive officers.

Compensation Committee

The Company does not maintain a standing Compensation Committee. Due to the Company's small size at this point in time, the Board of Directors has not established a separate compensation committee. All members of the Board of Directors (with the exception of any member about whom a particular compensation decision is being made) participate in the compensation award process. During fiscal 2007, no executive officer received any compensation from the Company.

Nominating Committee

The Company does not maintain a standing Nominating Committee and does not have a Nominating Committee charter. Due to the Company's small size at this point in time, the Board of Directors has not established a separate nominating committee and feels that all directors should have input into nomination decisions. As such, all members of the Board of Directors generally participate in the director nomination process. Under the rules promulgated by the SEC, the Board of Directors is, therefore, treated as a "nominating committee".

The Board of Directors will consider qualified nominees recommended by shareholders. Shareholders desiring to make such recommendations should submit such recommendations to the Corporate Secretary, c/o MB Software Corporation 777 Main Street, Suite 3100, Fort Worth, Texas 76102. The Board of Directors will evaluate candidates properly proposed by shareholders in the same manner as all other candidates.

With respect to the nominations process, the Board of Directors does not operate under a written charter, but under resolutions adopted by the Board of Directors. The Board of Directors is responsible for reviewing and interviewing qualified candidates to serve on the Board of Directors, for making recommendations for nominations to fill vacancies on the Board of Directors, and for selecting the nominees for selection by the Company's shareholders at each annual meeting. The Board of Directors has not established specific minimum age, education, experience or skill requirements for potential directors. The Board of Directors takes into account all factors they consider appropriate in fulfilling their responsibilities to identify and recommend individuals as director nominees. Those factors may include, without limitation, the following:

o an individual's business or professional experience, accomplishments, education, judgment, understanding of the business and the industry in which the Company operates, specific skills and talents, independence, time commitments, reputation, general business acumen and personal and professional integrity or character;

o the size and composition of the Board of Directors and the interaction of its members, in each case with respect to the needs of the Company and its shareholders; and

o regarding any individual who has served as a director of the Company, his or her past preparation for, o attendance at, and participation in meetings and other activities of the Board of Directors or its committees and his or her overall contributions to the Board of Directors and the Company.

The Board of Directors may use multiple sources for identifying and evaluating nominees for directors, including referrals from the Company's current directors and management as well as input from third parties, including executive search firms retained by the Board of Directors. The Board of

Directors will obtain background information about candidates, which may include information from directors' and officers' questionnaires and background and reference checks, and will then interview qualified candidates. The Board of Directors will then determine, based on the background information and the information obtained in the interviews, whether to recommend that a candidate be nominated to the Board of Directors. We strongly encourage and, from time to time actively survey, our shareholders to recommend potential director candidates.

Shareholder Communications with the Company's Board of Directors

Any shareholder wishing to send written communications to the Company's Board of Directors may do so by sending them in care of Lucy Singleton, Corporate Secretary, at the Company's principal executive offices. All such communications will be forwarded to the intended recipient(s).

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it and representations from certain reporting persons regarding their compliance with the relevant filing requirements, the Company believes that all filing requirements applicable to its officers, directors and 10% shareholders were complied with during the fiscal year ended December 31, 2007, with the exception of one transaction effected by Mr. Cossutta, which was filed late.

CODE OF ETHICS

Due to the current formative stage of the Company's development, it has not yet developed a written code of ethics for its directors or executive officers.

                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      No  compensation  in excess of $100,000 was awarded to, earned by, or paid
to any  executive  officer  of the  Company  during the last  three  years.  The
following table and the accompanying notes provide summary  information for each
of the last three fiscal years concerning cash and non-cash compensation paid or
accrued by the Company's Chief Executive Officer over the past three years.

-------------------------------------------------------------------------------------------------------------------------
                            Annual Compensation                   Long Term Compensation
--------------------------- ------------------------------------- -------------------------------------------------------
                                                                  Awards                       Payouts
----------------------------------------------------------------- ---------------------------- --------------------------
                                                     Other        Restricted    Securities
Name and                                             Annual       Stock         Underlying     LTIP       All  Other
Principal Position  Year     Salary       Bonus      Compensation Award(s)      Options        payouts    Compensation
                             ($)          ($)        ($)          ($)           SARs(#)        ($)        ($)
------------------- -------- ------------ ---------- ------------ ------------- -------------- ---------- ---------------

Scott A. Haire      2007     -0-          -          -            -             -              -          -
                    2006     -0-          -          -            -             -              -          -
                    2005     -0-          -          -            -             -              -

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

EMPLOYMENT AGREEMENTS

None of our executive officers has an employment agreement with the Company or any of its subsidiaries.

DIRECTOR COMPENSATION

We do not pay our directors a fee for attending scheduled and special meetings of our board of directors. We intend to reimburse each director for reasonable travel expenses related to such director's attendance at board of directors and committee meetings. In the future we might have to offer some compensation to attract the caliber of independent board members the Company is seeking.

CERTAIN RELATIONSHIPS AND RELATED TRANACTIONS

Effective August 20, 2004, we acquired Wound Care Innovations, LLC through a merger of Wound Care with a newly formed Company subsidiary. The consideration paid by the Company for Wound Care consisted of an aggregate of 6,000,000 shares of our common stock. These shares were issued to H.E.B., LLC, a Nevada limited liability company, and to Mr. Araldo Cossutta, the sole owners of Wound Care. Mr. Scott A. Haire, our Chairman of the Board, Chief Executive Officer and President is a one-percent member, but the managing member of HEB, and Mr. Cossutta is a member of our Board of Directors.

In connection with the acquisition of Wound Care, HEB and Mr. Cossutta also agreed to convert an aggregate of $1,800,612 of Wound Care's debt and other obligations owed to HEB and Mr. Cossutta into an aggregate of 2,257,303 additional shares of our common stock.

In connection with the above transaction, the Company issued to Mr. Petito 1,000 shares of a newly designated Series A Convertible Preferred Stock.

Effective January 1, 2008, we issued 490.196 shares of our Series A Convertible Preferred Stock to Keystone Equity Partners in exchange for the cancellation of approximately $1,500,000 in debt. The debt was recently acquired by Keystone from H.E.B., LLC, our majority shareholder, and its affiliates.

Each share of Series A Convertible Preferred Stock will automatically convert into an aggregate of 5,100 shares of common stock upon the filing of an amendment to our Articles of Incorporation increasing our authorized number of shares of common stock from 20,000,000 to 100,000,000. The preferred stock participates with the common stock, on an as converted basis with respect to dividends and liquidation, and votes together with the common stock as a single class, as if such shares of preferred stock had been converted. The preferred stock will automatically convert into an aggregate of 5,100,000 shares of common stock upon the filing an amendment to our Articles of Incorporation increasing our authorized number of shares of common stock from 20,000,000 to 100,000,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 1, 2008, there were 16,727,550 shares of common stock issued and outstanding. The following table sets forth certain information concerning the ownership of the Company's common stock as of April 1, 2008, with respect to: (a) each person known to the Company to be the beneficial owner of more than five percent of the Company's common stock; (b) all directors; and (c) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below.

                                              Amount and Nature
Title    Name of Beneficial                     of Beneficial           Percent
Class    Owner of Group(1)                        Ownership             of Class

Common   Scott A. Haire(2)                        7,095,184               42.4%
           Chairman and
           Chief Executive Officer

Common   Araldo A. Cossutta                       5,015,000               30.0%
           Director

Common   Steven W. Evans                          1,015,000                6.1%
           Director

Common   Thomas J. Kirchhofer                            --                  *
           Director

Common   Robert E. Gross                                 --                  *
           Director

Common   Gilbert Valdez                               1,666                  *
           Chief Operating Officer
           and Director

Common   Applied Nutritionals, LLC                  900,000                5.4%
         1890 Bucknell Drive
         Bethleham, PA 18015

Common   George Petito                            6,000,000(3)            27.5%
         1890 Bucknell Drive
         Bethleham, PA 18015

Common   Keystone Equity Partners                 2,500,000(4)            13.0%
         5125 Stephanie Drive
         Ft. Worth, TX 76117

Common   T Squared Investments, LLC               1,286,207(5)             7.7%
         c/o T Squared Capital LLC
         1325 Sixth Avenue, Floor 28
         New York, New York 10019

Common   All Directors and Executive Officers
         As a Group (six in number)              14,026,850               83.9%

* less than 1% (1) Unless otherwise noted, the address for each person or entity listed is 777 Main Street, Suite 3100, Fort Worth, Texas 76102.
(2) 6,980,070 of these shares are held by H.E.B., LLC. Mr. Haire is the managing member of H.E.B., LLC, and as such, is deemed to be the beneficial owner of such shares.
(3) Consists of 900,000 shares held by Applied Nutritionals and 1,000 shares of Preferred Stock that will automatically convert into 5,100,000 shares of Common Stock upon the effectiveness of the Amendment. Mr. Petito is the majority member and the manager of Applied Nutritionals and in such capacity, may be deemed to be the beneficial owner of such shares.
(4) Consists of 490.196 shares of Preferred Stock that will automatically convert into 2,500,000 shares of Common Stock upon the effectiveness of the Amendment.
(5) Consists of options granted by H.E.B., LLC to purchase 1,200,000 shares, exercisable within 60 days.

DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of our capital stock. This summary is subject to and qualified in its entirety by our Articles of Incorporation, as amended, and Bylaws as amended, and by the applicable provisions of Texas law.

Our authorized capital stock consists of 20,000,000 shares of common stock, having a par value of $0.001 per share and 5,000,000 shares of convertible preferred stock, having a par value of $10.00 per share.

COMMON STOCK

Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our Articles of Incorporation do not permit cumulative voting for the election of directors, which means that the holders of more than 50 percent of such outstanding shares voting for the election of directors can elect all of the directors to be elected, if they so choose; in such event, the holders of the remaining shares will not be able to elect any of our directors. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. In the event of liquidation, dissolution or winding up of the affairs of the company, holders are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors and of any liquidation preference to the holders of the company's preferred shares.

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid, and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.

PREFERRED STOCK

The board of directors may, without further action of our common stockholders, issue shares of preferred stock in one or more series and fix or alter the rights and preferences thereof, including the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation preferences, conversion rights and any other rights, preferences, privileges and restrictions of any wholly un-issued series of preferred stock. The board of directors may, without further action by our common stockholders, issue shares of preferred stock that it has designated.

      The  rights of holders  of common  stock  will be  subject  to, and may be
adversely  affected  by, the rights of holders  of  preferred  stock.  While the
issuance of preferred  stock provides  flexibility in connection with additional
financing,  possible acquisitions and other corporate purposes, future issuances
may have the effect of delaying,  deferring or preventing  the change of control
in us without further action by the stockholders and may discourage bids for the
common stock at a premium  over the market  price.  The board of directors  may,
without stockholder  approval,  provide for the issuance of preferred stock that
could have voting,  conversion or other rights superior to the rights of holders
of common stock.

      The board of  directors  has  classified  one series of  preferred  stock,
Series A  Convertible  Preferred  Stock (the  "Series A  Stock").  Each share of
Series A Stock is  convertible  into  5,100  shares  of  common  stock  and will
automatically  convert upon the effectiveness of an amendment to our Articles of
Incorporation  increasing  the number of authorized  shares of common stock from
20,000,000 to 100,000,000.  Each share of Series A Stock  participates  with the
common  stock,  on  an  as  converted  basis,  with  respect  to  dividends  and
liquidation  and  votes  together  as a class  with the  common  stock (on an as
converted basis).

                               SELLING SHAREHOLDER

      The following table sets forth the name of the selling shareholder and for
each  selling  shareholder,  the number of shares of common  stock  beneficially
owned as of March 4, 2008, the number of shares being registered, and the amount
and percentage (if one percent or more) of shares of common stock to be owned by
each selling  shareholder  after the offering is complete.  All information with
respect to share  ownership has been furnished by the selling  shareholder.  The
shares being offered are being registered to permit public secondary  trading of
the shares and the selling shareholder may offer all or part of the shares owned
for resale from time to time.  The selling  shareholder  is under no obligation,
however, to sell any shares immediately pursuant to this prospectus,  nor is the
selling  shareholder  obligated  to sell all or any portion of the shares at any
time.  Therefore,  no estimate can be given as to the number of shares of common
stock that will be sold pursuant to this prospectus or the number of shares that
will be owned by the selling  shareholder  upon termination of the offering made
hereby.

---------------------------------------------------------------------------------------------------------------------
Selling shareholder                                          Shares of
                                                Shares of   Common Stock                                Percentage
                                              Common Stock  to be issued      Total       Shares of    ownership (if
                                                 to be        upon the       Shares of      Common      one percent
                               Shares of      issued upon    exercise of      Common      Stock held     or more)
                              Common Stock   the conversion   warrants      Stock to be    after the     after the
                                Issued          of Notes       and/or       registered     offering     offering is
                                                               options                    is complete     complete
---------------------------------------------------------------------------------------------------------------------

Thomas Sauve
(T Squared Investments, LLC)    86,207       1,206,897        2,700,000      3,993,104          0
---------------------------------------------------------------------------------------------------------------------

The shares being registered were acquired by the selling shareholder on January 11, 2008, through a private placement of common stock, convertible notes, warrants and options described below.

Pursuant to the terms of the Note Purchase Agreement, the Company issued and sold to the selling shareholder a convertible promissory note in the principal amount of $700,000 (the "Note"). The Company also issued and sold to the selling shareholder 86,207 shares of Common Stock and warrants to purchase an aggregate of 1,500,000 additional shares of Common Stock ("Warrants"), at a cash purchase price of $50,000, pursuant to the terms of a Common Stock Purchase Agreement.

The Note bears interest at the rate of eight percent per annum, payable

monthly. The Note initially converts into 1,206,897 shares, subject to the adjustments to the conversion price described below; provided that the selling shareholder shall not be entitled to convert the Note into shares of Common Stock that would result in beneficial ownership by the selling shareholder and its affiliates of more than 4.9% of the then outstanding number of shares of Common Stock on such date. The conversion price of the Note shall automatically be adjusted if the Company's pre-tax earnings fall below certain thresholds. Specifically, if the Company's pre-tax earnings are between $0.093 and $0.046 per share as reported for the six months ended June 30, 2008, the conversion price of the Note shall be decreased proportionally by 0% if the pre-tax earnings are $0.093 per share or greater and by 50% if the pre-tax earnings are $0.046 per share. In addition, if the Company's pre-tax earnings are between $0.204 and $0.102 per share as reported for the year ended December 31, 2008, the conversion price of the Note shall be decreased proportionally by 0% if the pre-tax earnings are $0.204 per share or greater and by 50% if the pre-tax earnings are $0.102 per share. In no event, however, shall the aforementioned conversion price adjustments be made if the price of the Common Stock has not, during the three months prior to the aforementioned measurement dates, been below $3.00 per share for any consecutive 20 day period. The conversion price of the Note shall also be adjusted if the Company subsequently issues equity at a price per share below the then current conversion price of the Note.

The Warrants are exercisable at any time and expire on January 11, 2013. The Warrants are exercisable at $1.00 per share with respect to 500,000 shares of Common Stock, and $1.25 per share with respect to 1,000,000 shares of Common Stock. The exercise price automatically adjusts if the Company's pre-tax earnings fall below certain thresholds, on the same basis as adjustments to the conversion price of the Note described above. The Warrants also contain an automatic exercise feature that is triggered if the volume weighted average market price of the Common Stock is equal to or greater than $3.00 per share for a period of 20 consecutive days and if there is an effective registration statement for the shares underlying the Warrants.

The Common Stock Purchase Agreement contains restrictions on the Company's ability to issue additional debt and preferred stock and provides the selling shareholder with a right of first refusal with respect to any subsequent funding of the Company. The Common Stock Purchase Agreement also restricts the ability of the Company's officers and directors to sell shares of Common Stock for a period of three years.

In connection with the transactions described above, HEB LLC, a Nevada limited liability company and a majority shareholder of the Company and an affiliate of Mr. Scott Haire, our Chairman and Chief Executive Officer, issued to the selling shareholder options to purchase an aggregate of 1,200,000 shares of the Company's Common Stock ("Options"). These Options may be exercised at any time prior to the expiration of the date that is the later of (a) 36 months from the grant date, or (b) 24 months from the effectiveness of a registration statement covering the resale of the shares underlying the option. The exercise price of the Options is (1) $300,000 with respect to 300,000 shares; (2) $450,000 with respect to 300,000 shares; (3) $600,000 with respect to 300,000 shares; and (4) $750,000 with respect to 300,000 shares.

The Company has agreed to file a registration statement covering the resale of all shares of Common Stock sold, to be issued upon conversion of the Notes and the exercise of the Warrants and Options. This registration statement to which this Prospectus is a part, satisfies our obligation.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the offering, and assuming the conversion of the Note and the exercise of the warrants and options described above, we will have 19,434,447 shares of common stock outstanding. A current stockholder who is an "affiliate" of the company, defined in Rule 144 as a person who directly, or

indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the company, will be required to comply with the resale limitations of Rule 144.

Purchasers of the shares offered by the selling shareholder, other than affiliates, may resell their shares immediately. Sales by affiliates will be subject to the volume and other limitations of Rule 144, including certain restrictions regarding the manner of sale, notice requirements, and the availability of current public information about the company. The volume limitations generally permit an affiliate to sell, within any three month period, a number of shares that does not exceed the greater of one percent of the outstanding shares of common stock or the average weekly trading volume during the four calendar weeks preceding his sale. A person who ceases to be an affiliate at least three months before the sale of restricted securities beneficially owned for at least one years may sell the restricted securities under Rule 144 without regard to any of the Rule 144 limitations.

PLAN OF DISTRIBUTION

The 3,993,104 shares being offered by the selling shareholder may be sold or distributed from time to time by the selling shareholder (the term "selling shareholder" includes, for purposes of this section, donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a named selling shareholder as a gift, pledge, partnership distribution or other non-sale related transfer) directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents or may acquire shares as principals. Such sales or distributions may be made at prevailing market prices, at prices related to such prevailing market prices, or at variable prices negotiated between the sellers and purchasers that may vary. The distribution of the shares may be effected in one or more of the following methods:

o ordinary brokerage transactions, including long or short sales,
o transactions involving cross or block trades, or otherwise on the OTC Bulletin Board,
o purchases by brokers, dealers, agents or underwriters as principals and subsequent resales by the purchasers for their own accounts pursuant to this prospectus,
o sales "at the market" to, or through, market makers or into an existing market for the shares,
o sales not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,
o transactions involving puts, calls and other options, swaps, or other derivatives, whether exchange-listed or otherwise, or
o transactions involving any combination of the foregoing or any other legally available means.

In addition, the selling shareholder may enter into hedging transactions with one or more broker-dealers who may engage in short sales of shares in the course of hedging the positions they assume with the selling shareholder. The selling shareholder may also enter into options or other transactions with one or more broker-dealers requiring the delivery of the shares by such broker-dealers with the possibility that such shares may be resold thereafter pursuant to this prospectus.

A broker, dealer, underwriter, or agent participating in the distribution of the shares may receive compensation in the form of discounts, concessions, or commissions from the selling shareholder and/or purchasers of the shares for whom such person may act as an agent, to whom such person may sell as principal, or both; and such compensation as to a particular person may be in excess of customary commissions. The selling shareholder and any broker-dealers acting in connection with the sale of the shares being registered may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, as amended, or the Securities Act, and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act. We have agreed to indemnify each selling shareholder against certain liabilities, including liabilities arising under the Securities Act. We

know of no existing arrangements between the selling shareholder and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares, nor can we presently estimate the amount, if any, of such compensation.

Because selling shareholder may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling shareholder will be subject to the prospectus delivery requirements of the Securities Act.

Although we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses of the registration of the shares, including legal and accounting fees, and such costs and expenses are estimated to be approximately $16,235.

We have informed the selling shareholder that while they are engaged in a distribution of the shares included in this prospectus they will be required to comply with certain anti-manipulative rules contained in Regulation M under the Exchange Act. With certain exceptions, Regulation M prohibits any selling shareholder, any affiliated purchaser, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security.

Upon our being notified by the selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange, distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon our being notified by the selling shareholder that a donee, pledgee, transferee or other successor-in-interest intends to sell more than 500 shares, a supplement to this prospectus will be filed.

INDEPENDENT PUBLIC ACCOUNTANTS

There have been no changes in and/or disagreements with Pritchett, Siler & Hardy, P.C., independent certified public accountants, on accounting and financial disclosure matters.

LEGAL MATTERS

Certain legal matters in this offering, including the legality of the common stock offered pursuant to this prospectus, will be passed upon for the Company and the selling shareholder by Colbert Johnston LLP.

EXPERTS

The consolidated financial statements of the Company included in this prospectus have been audited for the year ending December 31, 2006 and December 31, 2007 by Pritchett, Siler & Hardy, P.C., independent certified public accountants, as stated in the opinion, which has been rendered upon the authority of said firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On February 13, 2007, we dismissed Clancy and Co., P.L.L.C. as our independent auditors. The reports of Clancy and Co., P.L.L.C. on our financial statements for the year ended December 31, 2005 did not contain an adverse opinion or a disclaimer of opinion, and were not modified as to uncertainty, audit scope or accounting principles, other than the "going concern" disclaimer contained therein. The decision to change our independent registered public accountant was authorized and approved by our board of directors. On February 13, 2007, we engaged Pritchett, Siler & Hardy, P.C., as our new independent registered public accountant.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES

The Company's Bylaws provide that the Company has the power to indemnify its directors and officers to the fullest extent provided by Texas law. Pursuant to Texas law, a corporation may indemnify its officers and directors, provided that such person:

(a) conducted himself or herself in good faith;

(b) reasonably believed (i) in the case of conduct in his or her official capacity as an officer or director or officer of the corporation, that such conduct was in the corporation's best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and

The effect of these provisions is potentially to indemnify our directors and officers from all costs and expenses of liability incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with the Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors, or persons controlling the Company under the foregoing provisions, the Company has been informed that in the opinion of the Securities Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No "Expert" or "Counsel" as defined by Item 509 of Regulation S-K promulgated pursuant to the Securities Act, whose services were used in the preparation of this Form S-1, was hired on a contingent basis or will receive a direct or indirect interest in the company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933 with respect to the shares of common stock offered in this offering prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement, or the exhibits that are part of the registration statement. You should refer to the registration statement and its exhibits for additional information that is not contained in this prospectus. Whenever we make reference in this prospectus to any of our contracts,

agreements or other documents, you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and we are required to file reports, any proxy statements and other information with the Securities and Exchange Commission. You can read our Securities and Exchange Commission files, including this registration statement, at the Securities and Exchange Commission's web site at http://www.sec.gov. You may also read and copy any documents we file with the Securities and Exchange Commission at its public reference facility at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm......................F-1

Consolidated Balance Sheet..................................................F-17

Consolidated Statements of Operations.......................................F-18

Consolidated Statements of Changes in Stockholders' Deficiency..............F-19

Consolidated Statements of Cash Flows.......................................F-20

Notes to the Consolidated Financial Statements..............................F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
MB SOFTWARE CORPORATION AND SUBSIDIARY

We have audited the accompanying consolidated balance sheets of MB Software Corporation and Subsidiary as of December 31, 2007 and 2006 and the related consolidated statements of operations, changes in stockholders' deficiency and cash flows for the years ended December 31, 2007 and 2006. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of MB Software Corporation and Subsidiary as of December 31, 2007 and 2006 and the consolidated results of their operations and their cash flows for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that MB Software Corporation and Subsidiary will continue as a going concern. As discussed in Note 2 to the financial statements, MB Software Corporation and Subsidiary have incurred recurring losses and has a stockholders' deficiency. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management's plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
March 28, 2008

MB SOFTWARE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2007

ASSETS

CURRENT ASSETS:

Cash                                                         $        781
Accounts Receivable                                                24,668
Notes Receivable                                                   81,650
Inventory                                                         263,276
                                                             ------------
Total current assets                                              370,375

Property and Equipment, Net                                        23,335

Investments
Other Assets                                                       12,020
                                                             ------------
TOTAL ASSETS                                                 $    405,730
                                                             ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

Accounts payable                                             $    110,107
Dividends/Royalties, Accrued liabilities                          326,649
Accrued interest-Related Parties                                  274,680
Notes Payable- Related Parties                                  1,498,074
Notes Payable                                                      10,000
                                                             ------------
Total Current Liabilities                                       2,219,510
                                                             ------------
TOTAL LIABILITIES                                               2,219,510

Stockholders' Deficiency
      Preferred stock, $10 par value, 5,000,000 shares             10,000
authorized; 1,000 issued and outstanding
      Common stock:  $0.001 par value;  100,000,000 shares         16,145
authorized;
         16,145,432 issued and 16,141,343 outstanding:               --
   Additional paid-in capital                                  11,171,496
Less Treasury Stock, at cost; 4,089 shares                        (12,039)
Accumulated deficit                                           (12,999,382)
                                                             ------------
Total stockholders deficiency                                  (1,813,780)
                                                             ------------

TOTAL LIABILITIES AND STOCKHOLDERS'                          $    405,730
 DEFICIENCY                                                  ============

The accompanying notes are an integral part of these consolidated financial statements.

F-2

MB SOFTWARE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

                                                 2007            2006
                                             ------------    ------------
Revenues                                     $    630,505    $    189,755


Cost of revenues                                  223,184         193,057
                                             ------------    ------------

Gross margin                                      407,321          (3,302)

Selling, general and administrative              (813,058)       (484,583)
                                             ------------    ------------

Loss from operations                             (405,737)       (487,885)

Other income (expense)
   Interest expense, net                         (137,019)       (135,674)
                                             ------------    ------------
Total other income (expense)                     (137,019)       (135,674)
                                             ------------    ------------

Loss before provision for income taxes           (542,756)       (623,559)

Current tax expense                                  --              --
Deferred tax expense                                 --              --

Loss from continuing operations                  (542,756)       (623,559)
                                             ------------    ------------

Net loss                                     $   (542,756)   $   (623,559)
                                             ============    ============

Basic and diluted loss per share:
   Continuing operations                     $      (0.03)   $      (0.04)
                                             ------------    ------------
                                             $      (0.03)   $      (0.04)
                                             ============    ============

Weighted average common shares outstanding     16,141,343      16,141,343
                                             ============    ============

The accompanying notes are an integral part of these consolidated financial statements.

F-3

                     MB SOFTWARE CORPORATION AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                     YEARS ENDED DECEMBER 31, 2007 AND 2006

---------------------------------------------------------------------------------------------------------------------
                          Preferred    Preferred
                            Stock        Stock       Common        Common       Additional
                           Shares        Amount       Stock         Stock        Paid-In     Accumulated    Treasury
                        ------------  ------------ ------------  ------------  ------------  ------------  ------------

Balance,December 31,                                 16,145,432  $     16,145  $  1,181,496  $(11,833,067) $    (12,039)
2005
Net Loss                                                                                         (623,559)
                        ------------  ------------ ------------  ------------  ------------  ------------  ------------
Balance, December 31,
2006                                                 16,145,432        16,145    11,181,496   (12,456,626)     (12,039)
                        ------------  ------------ ------------  ------------  ------------  ------------  ------------
Issuance of preferred
stock                          1,000        10,000                                  (10,000)
                        ------------  ------------ ------------  ------------  ------------  ------------  ------------
Net Loss                                                                                         (542,756)

                        ------------  ------------ ------------  ------------  ------------  ------------  ------------
Balance, December 31,
2007                           1,000  $     10,000   16,145,432  $     16,145  $ 11,181,496  $(12,999,382) $    (12,039)
                        ============  ============ ============  ============  ============  ============  ============

The accompanying notes are an integral part of these consolidated financial statements.

F-4

                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2007 AND 2006

--------------------------------------------------------------------------------
                                                                                      2007        2006
                                                                                   ---------    ---------

Cash flows from operating activities
------------------------------------
Loss from continuing operations                                                    $(542,756)   $(623,559)

Adjustments to reconcile net loss to net cash used in operating activities
   Depreciation                                                                       20,080       21,786
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                                         35,056      (29,526)
   (Increase) decrease in inventory                                                 (166,705)     (65,927)
   (Increase) decrease in prepaid expenses and other assets                           48,256       85,090
    Increase (decrease) in accounts payable and accrued liabilities                   64,711      213,166
    Increase (decrease) in royalties payable, including related accrued interest     160,460         --
                                                                                   ---------    ---------
Net cash flows (used) in operating activities                                       (380,898)    (398,970)

Cash flows from investing activities
------------------------------------
   Increase in notes receivable                                                      (81,650)        --
   Purchase of fixed assets                                                             --        (16,430)
                                                                                   ---------    ---------
Net cash flows used in investing activities                                          (81,650)     (16,430)

Cash flows from financing activities
------------------------------------
   Principal payments under capital lease obligation                                  (3,169)      (3,992)
   Proceeds from notes payable                                                        10,000         --
   Proceeds from notes payable-related parties                                       385,000      670,000
   Payments on notes payable-related party                                          (105,000)        --
   Net payment on line of credit-related party                                       (59,803)     (17,135)
                                                                                   ---------    ---------
Net cash flows provided by financing activities                                      227,028      648,873
                                                                                   ---------    ---------

Increase (decrease) in cash                                                         (235,520)     233,473

Cash and cash equivalents, beginning of year                                         236,301        2,828
                                                                                   ---------    ---------
Cash and cash equivalents, end of year                                             $     781    $ 236,301
                                                                                   ---------    ---------
Cash paid during the year for:
------------------------------
   Interest                                                                        $     108    $    --
                                                                                   =========    =========
   Income taxes                                                                         --           --
                                                                                   =========    =========

Supplemental non-cash investing and financing activities: For the year ended December 31, 2007:
The Company issued 1,000 shares of Preferred Stock in connection with the signing of a License agreement.

For the year ended December 31, 2006:
None

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MB SOFTWARE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31 2007 AND 2006

NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

MB Software Corporation, a Texas corporation and subsidiary Wound Care Innovations, LLC, a Nevada limited liability company (collectively referred to as the "Company") distributes collagen-based wound care products to healthcare providers such as physicians, clinics and hospitals throughout the United States.

Significant Accounting Policies

Principles of consolidation and presentation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated upon consolidation.

Business combinations - Transfers and exchanges of assets between companies under common control are accounted for at historical cost in a manner similar to that in a pooling of interests accounting. The excess of the cost of the asset acquired over the net assets sold at their book values are charged to additional paid-in capital.

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

Fair value of financial instruments - For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, and amounts due to related parties, the carrying amounts approximate fair value due to their short maturities.

Cash and cash equivalents - The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2007. The Company maintains its cash in bank deposit accounts at high quality financial institutions. The balances at times may exceed Federally insured limits of $100,000.

Fixed assets - Fixed assets are stated at cost. Depreciation for financial statement purposes is computed on the straight-line method over the estimated useful lives of the related assets ranging from three to seven years. When fixed assets are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. Depreciation expense for 2007 amounted to $20,080 (2006: $21,786).

Revenue recognition - Revenue is recognized when the product is shipped and the risks and rewards of ownership have transferred to the customer. The Company

F-6

recognizes shipping and handling fees as revenue, and the related expenses as a component of cost of sales.

Allowance for doubtful accounts - The Company establishes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to uncollectibility. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The allowance for doubtful accounts at December 31, 2007, and 2006 is $9,000 and $0 respectively.

Inventories - Inventories are stated at the lower of cost or net realizable value, with cost computed on a first-in, first-out basis. Inventories consist of powders, gels and the related packaging supplies. The Company has recorded an allowance for obsolete and slow moving inventory of $7,261 and $75,000 at December 31, 2007 and 2006 respectively

Long-lived assets - Long-lived assets and certain identifiable intangibles to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value of such long-lived assets, and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

Income taxes - The Company recognizes deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Stock-based compensation - The Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"), on January 1, 2006, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and shares issued through its employee stock purchase plan, based on estimated fair values. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Under the intrinsic value method that was used to account for stock-based awards prior to January 1, 2006, which had been allowed under the original provisions of SFAS 123, compensation expense is recorded on the date of grant if the current market price of the underlying stock exceeded the exercise price. Any compensation expense is recorded on a straight-line basis over the vesting period of the grant. The adoption of this standard had no impact to the Company's financial position, results of operations or cash flows as the Company's previous stock-based compensation awards expired prior to January 1, 2006, and there have been no grants during 2006 or 2007. See Note 8 for a description of the Company's stock option plan.

Earnings per share - Basic and diluted earnings or loss per share ("EPS")

F-7

amounts in the financial statements are computed in accordance with SFAS No. 128, "Earnings per Share." Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding plus dilutive common stock equivalents. Basic EPS is computed by dividing net earnings available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS is calculated by dividing net earnings by the weighted average number of common shares outstanding and other dilutive securities. Accordingly, diluted EPS was not presented because it was antidilutive. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.

Related party transactions - A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recent accounting pronouncements - The Financial Accounting Standards Board ("FASB") has issued the following pronouncements:

In December 2007, the FASB issued FAS No. 141 (Revised 2007), "Business Combinations" (FAS 141R) which replaces FAS No. 141, "Business Combinations". FAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The statement also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination. FAS 141R is effective for our fiscal year 2009 and must be applied prospectively to all new acquisitions closing on or after January 1, 2009. Early adoption of this standard is not permitted. We are currently evaluating the impact, if any, of FAS 141R on our Consolidated Financial Statements.

In February 2007, the FASB issued FAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -- Including an amendment of FASB Statement No. 115" (FAS 159). FAS 159 expands the use of fair-value accounting but does not affect existing standards that require assets or liabilities to be carried at fair value. Under FAS 159, a company may elect to use fair value to measure various assets and liabilities including accounts receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of FAS 159, changes in fair value are recognized in earnings. FAS 159 is effective for our fiscal year 2008. We are currently evaluating the impact, if any, of FAS 159 on our Consolidated Financial Statements.

In December 2007, the FASB issued FAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements -An Amendment of ARB No. 51" (FAS 160). FAS 160 requires that accounting and reporting for minority interests be recharacterized as noncontrolling interests and classified as a component of equity. The standard is effective for our fiscal year 2009 and must be applied

F-8

prospectively. We do not expect that the adoption of FAS 160 will have a material impact on our Consolidated Financial Statements.

In February 2006, the FASB issued SFAS 155, Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements 133 and 140, ("SFAS 155"). SFAS was effective for the Company beginning January 1, 2007. The statement permits interests in hybrid financial instruments that contain an embedded derivative that would otherwise require bifurcation, to be accounted for as a single financial instrument at fair value, with changes in fair value recognized in earnings. This election is permitted on an instrument-by-instrument basis for all hybrid financial instruments held, obtained, or issued as of the adoption date. The adoption had no impact to the Company's consolidated financial position, results of operations or cash flows.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty of Income Taxes-an interpretation of FASB Statement No. 109 ("FIN 48"), which clarifies the accounting for uncertainty in income tax positions. This Interpretation requires that the Company recognize in the consolidated financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The provisions of FIN 48 will be effective for the Company as of the beginning of the Company's 2008 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The provisions of FASB Interpretation 48 are not expected to have any impact on the Company's financial statements.

In September 2006, the FASB issued FASB No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Benefits ("FAS 158"). FAS 158 addresses the accounting for defined benefit pension plans and other postretirement benefit plans ("plans"). Specifically, FAS 158 requires companies to recognize an asset for a plan's overfunded status or a liability for a plan's underfunded status and to measure a plan's assets and its obligations that determine its funded status as of the end of the company's fiscal year, the offset of which is recorded, net of tax, as a component of other comprehensive income in shareholders' equity. FAS 158 was effective for the Company as of September 30, 2007 and applied prospectively. The provisions of FAS 158 are not expected to have any impact on the Company's financial statements.

In September 2006, the FASB issued FASB statement No. 157, Fair Value Measurements ("FAS 157"). FAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. FAS 157 is effective for the Company on October 1, 2008 and will be applied prospectively. The provisions of FAS 157 are not expected to have a material impact on the Company's financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force ("EITF")), the American Institute of Certified Public Accountants ("AICPA"), and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 2 - GOING CONCERN

The financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. The Company has continuously incurred losses from operations and has a significant accumulated deficit. The appropriateness of using the going concern basis is dependent upon the Company's ability to obtain additional financing or equity capital and, ultimately, to achieve profitable

F-9

operations. These conditions raise substantial doubt about its ability to continue as a going concern.

It is the Company's belief that it will continue to incur losses for at least the next twelve months, and as a result will require additional funds from debt or equity investments to meet such needs. To meet these objectives, management's plans are to (i) raise capital by obtaining funds from debt financing and / or equity financing through private placement efforts, (ii) issue common stock for services rendered in lieu of cash payments (iii) convert outstanding debt to equity and (iii) obtain loans from shareholders. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company anticipates that its shareholders will contribute sufficient funds to satisfy the cash needs of the Company for the next twelve months. However, there can be no assurances to that effect, as the Company's need for capital may change dramatically if it is successful in expanding its current business or acquiring a new business. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities.

Management believes that actions presently taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. The Company's future ability to achieve these objectives cannot be determined at this time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - EXCLUSIVE LICENSE AGREEMENT

All royalties, other than the advance royalty payments described above, are due and payable on a calendar quarterly basis on or before the forty-fifth (45th) day immediately following the calendar quarter in which gross sales are received.

In connection with the above described license agreements, we issued to Mr. George Petito 1,000 shares of a newly designated Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock will automatically convert into 5,100 shares of common stock upon the filing of an amendment to our

F-10

Articles of Incorporation  increasing our authorized  number of shares of common
stock from 20,000,000 to 100,000,000.  The preferred stock participates with the
common  stock,   on  an  as  converted  basis  with  respect  to  dividends  and
liquidation,  and votes together with the common stock as a single class,  as if
such shares of preferred  stock had been  converted.  The  preferred  stock will
automatically convert into an aggregate of 5,100,000 shares of common stock upon
the  filing  an  amendment  to our  Articles  of  Incorporation  increasing  our
authorized number of shares of common stock from 20,000,000 to 100,000,000.

In addition to the license agreements,  Wound Care Innovations also entered into
an exclusive manufacturing agreement with Applied Nutritionals pursuant to which
Applied  Nutritionals  will manufacture all CellerateRx and related products for
Wound Care Innovations.  The term of the manufacturing agreement extends through
the  life of the  licensed  patent;  but may be  terminated  by a  successor  in
interest to Wound Care Innovations,  provided that the successor in interest has
annual revenues of at least $100,000,000 or a market  capitalization of at least
$200,000,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

Notes Payable

Funds  are  advanced  from  various  related  parties  including  the  Company's
President and CEO/CFO.  Other shareholders fund the company as necessary to meet
working capital  requirements and expenses.  The advances are made pursuant to a
note agreement that bears interest at 10% per annum, payable quarterly, and with
maturity  dates  through  December 31, 2008 per the table  below.  All notes are
current  liabilities  and some of the notes are  currently  in default.  Accrued
interest due to related parties  included in accrued  liabilities as of December
31, 2007 was approximately  $274,680.  The following is a summary of amounts due
to / from related parties as of December 31, 2007:


     Related party           Nature of relationship         Terms of the agreement                      Amounts due to
                                                                                                        related parties
------------------------- ----------------------------- ----------------------------------------------- -----------------

Scott Haire, an           Chairman of the Board, CEO    Unsecured  note  dated  July                    $ 10,000
individual                and CFO of this Company       11,  2005 for $10,000 at 10%
                                                        per  annum,  due on Dec  31,
                                                        2008
HEB, LLC, a Nevada        Scott Haire, is a             Series  of  funds   advanced                     338,664
Limited Liability         one-percent                   under     two      separate,
Company                   Member, but the managing      unsecured  $1 million  lines
                          member                        of credit dated November 26,
                                                        2003 and  November  4, 2004,
                                                        both of HEB,  LLC at 10% per
                                                        annum;   no  maturity  date,
                                                        interest payable  quarterly;
                                                        unused  lines  available  at
                                                        December   31,   2007  total
                                                        $1,661,336.

Araldo Cossutta, an       Director and stockholder of   Six   separate,    unsecured                     647,000
individual                the Company                   notes   as   follows:    (i)
                                                        $75,000 note dated September
                                                        30, 2004,  at 10% per annum,
                                                        due  Dec  31,   2008;   (ii)
                                                        $80,000 note dated September
                                                        14, 2005,  at 10% per annum,
                                                        due  Dec  31,  2008;   (iii)
                                                        $350,000  note dated Oct.15,
                                                        2007 at 10% per  annum,  due
                                                        Dec  31,   2007   and   (iv)
                                                        $42,000  noted date April 5,
                                                        2005, at 10% per annum,  due
                                                        Dec 31, 2008 and (v) $50,000


                                      F-11

                                                        note dated  January 4, 2006,
                                                        at 10% per  annum,  due Dec.
                                                        31,  2007 and  (vi)  $50,000
                                                        note dated  January 31, 2006
                                                        due Dec. 31, 2007.


eAppliance Payment        Controlling owners in         Note  dated  January 1, 2004                       2,410
Solutions, LLC a Nevada   eAppliance Payment            for $2,410 at 10% per annum;
Limited Liability         Solutions, LLC are Cossutta   $10,000 line of credit.
Company                   and Haire



Keystone Equity Partners  Investors                     Note dated December 14, 2006                     500,000
                                                        for   $500,000  at  10%  per
                                                        annum; due Dec. 31, 2008
                                                                                                      $1,498,074
                                                                                                      =================

Notes Receivable

During December 2007 the Company extended a Line of Credit to HEB, LLC in the amount of $500,000. Interest is accrued on outstanding balances at 10% per annum. At December 31, 2007 the amount advanced and receivable on the Line was $81,650.

Administrative services

The Company provides limited administrative services to other companies affiliated through common ownership of the Company's shareholders.

NOTE 5 - FIXED ASSETS

Fixed assets consists of the following:

Furniture and fixtures                            $      13,607
Phone system                                             13,302
Computer equipment                                       11,796
Artwork                                                  30,000
Web-Site                                                 16,430
                                                ----------------
                                                         85,135
Less accumulated depreciation                           (61,799)
                                                ----------------
Net book value                                    $      23,336
                                                ================

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Consulting Agreement

The Company's subsdiary entered into a Consulting Agreement dated November 15, 2007, for consulting and development of customers and delivery of presentations, payment shall be $7,383.34 per month. The Agreement can be terminated by either party with a two week notice.

Operating leases

The Company leases office space and office equipment under operating leases expiring in various years through 2009. Rental expense charged to operations for 2007 was approximately $96,077 (2006: $109,500). Minimum future rental payments

F-12

under non-cancelable operating leases having remaining terms in excess of 1 year as of December 31, 2007, for each of the next five years and in the aggregate are as follows:

2008                                             $     56,636
2009                                                   39,441
2010                                                     --
                                                ----------------
                                                $      96,077
                                                ================

Federal Payroll Taxes

The Company is delinquent in the payment of its payroll tax liabilities with the Internal Revenue Service. As of December 31, 2007, unpaid payroll taxes total approximately $203,484 and related penalties and interest approximated $123,000 computed through December 31, 2007. These liabilities have been recorded as accrued liabilities and general and administrative expenses at December 31, 2007. The Company expects to pay these delinquent payroll tax liabilities as soon as possible. The final amount due will be subject to the statutes of limitations related to such liabilities and to negotiations with the Internal Revenue Service.

NOTE 7 -NOTES PAYABLE

The Company has entered into the following non-related party notes payable:

Island Capital                    Dated November 14, 2007            $10,000.00
                                    Due March 31, 2008

Related Party Notes Payable (See Note 4)                           1,498,074.00
                                                                   ------------

Total Note Payable                                                 1,508,074.00

Less Current Portions                                             (1,508,074.00)
                                                                   ------------

Total Long-Term Debt                                                   --

NOTE 8 - STOCKHOLDERS' EQUITY TRANSACTIONS

Common stock issued

At December 31, 2007 and 2006 the Company had 16,145,432 shares of common stock issued and 16,141,343 outstanding. Of these shares, 4,089 shares are held by the Company as treasury stock.

Preferred Stock Issued

Each share of Series A Convertible Preferred Stock will automatically convert into 5,100 shares of common stock upon the filing of an amendment to our Articles of Incorporation increasing our authorized number of shares of common stock from 20,000,000 to 100,000,000. The preferred stock participates with the common stock, on an as converted basis with respect to dividends and liquidation, and votes together with the common stock as a single class, as if such shares of preferred stock had been converted. The preferred stock will

F-13

automatically convert into an aggregate of 5,100,000 shares of common stock upon the filing an amendment to our Articles of Incorporation increasing our authorized number of shares of common stock from 20,000,000 to 100,000,000.

Effective November 28, 2007, in connection with the entry by Wound Care Innovations into certain license agreements with Applied Nutritionals and Mr. George Petito, The Company issued to Mr. George Petito 1,000 shares of a newly designated Series A Convertible Preferred Stock.

Effective January 1, 2008, the Company issued 490.196 shares of our Series A Convertible Preferred Stock to Keystone Equity Partners in exchange for the cancellation of approximately $1,500,000 in debt. (See Note 12).

NOTE 9 - CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Major Customers and Trade Receivables

The Company has 5 customers in 2007 (2006: 4 customers) that each account for more than 10% of its revenues. Trade receivables from these customers totaled approximately $24,618 or 73% of total accounts receivable balance at December 31, 2007, and were unsecured.

NOTE 10 - CONCENTRATION OF SUPPLIER RISK

The Company purchases substantially all of its powders and gels from one vendor. If this vendor became unable to provide materials in a timely manner and the Company was unable to find alternative vendors, the Company's business, operating results and financial condition would be materially adversely affected.

NOTE 11 - INCOME TAXES

The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carry forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

At December 31, 2007, deferred tax asset results from the deferred tax benefit of net operating losses. The net current and non-current deferred tax assets have a 100% valuation allowance, as the ability of the Company to generate sufficient taxable income in the future is uncertain. The net change in the valuation allowance for 2007 was approximately $118,000 (2006: $200,000).

The Company generated net operating losses for financial reporting and Federal income tax reporting prior to its reorganization in 1993. As of December 31, 2005, subject to limitations under Internal Revenue Code Section 382, approximately $437,000 of these losses is available for use after the reorganization, which expire in 2008 if not previously utilized. The net operating loss carry forward at December 31, 2007 is approximately $12,700,000 and will begin to expire in 2008, if not utilized.

A reconciliation of expected federal income tax expense (benefit) based on the U.S. Corporate income tax rate of 34% to actual expense (benefit) for 2007 and 2006 is as follows (rounded):

F-14

                                                   2007          2006
                                                ----------    ----------
Expected federal income tax benefit             $ 184,500     $ 212,000
Valuation allowance and other                    (184,500)     (212,000)
                                                ----------    ----------
Income tax  expense (benefit)                        --            --
                                                ==========    ==========

Deferred tax asset at December 31, 2007, is as follows:

Net operating loss carry forwards                   $ 4,318,000
Valuation allowance                                  (4,318,000)
                                                  -------------
Net current deferred tax asset                             --

NOTE 12-SUBSQUENT EVENTS

Subsequent to year end the Company issued 86,207 shares of common stock and warrants to purchase an additional 1,500,000 shares of common stock for cash of $50,000 or approximately $0.58 per share.

Subsequent to year end the Company issued 500,000 shares of common stock for services.

Subsequent to year end the Company issued an 8% convertible promissory note for cash of $700,000. The note converts to 1,206,897 shares of common stock subject to adjustments based on EPS and will be issued within 120 days of the issuance of the Registration Statement.

NOTE 13-LOSS PER SHARE

The following data show the amounts used in computing loss per share for the periods presented:

                                                            2007        2006
                                                            ----        ----

     Loss available to common shareholders (numerator    $(542,756)  $(623,559)
-----------------------------------------------------

    Weighted average number of common shares
    Outstanding during the period used in loss per
    Share (denominator)                                 16,141,343  16,141,343

Dilutive loss per share is not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

F-15

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT MADE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MB SOFTWARE OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OF THE COMMON STOCK OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MB SOFTWARE SINCE SUCH DATE.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses incurred or (expected) relating to this Registration Statement and distribution are as follows: The amounts set forth are estimates except for the SEC registration fee:

         Amount

>>       SEC registration fee                        $      235

>>       Accountants' fees and expenses              $    1,000

>>       Miscellaneous                               $   15,000

>>            Total                                  $   16,235

The Registrant will bear all of the expenses shown above.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) conducted himself or herself in good faith;

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of the company's securities without registration for the past three (3) years prior to the date of this Registration Statement. No such sales involved the use of an underwriter, no advertising or public solicitation were involved, the securities bear a restrictive legend and no commissions were paid in connection with the sale of any securities.

Effective November 28, 2007, in connection with the entry by Wound Care Innovations into certain license agreements with Applied Nutritionals and Mr. George Petito, we issued to Mr. George Petito 1,000 shares of a newly designated Series A Convertible Preferred Stock.

Effective December 27, 2007, we issued 490.196 shares of our Series A Convertible Preferred Stock to Keystone Equity Partners in exchange for the cancellation of approximately $1,500,000 in debt.

Effective January 11, 2008, we issued and sold 86,207 shares of our common stock and warrants to purchase an aggregate of 1,500,000 additional shares of common stock in exchange for $50,000. We also issued and sold a convertible note in the principal amount of $700,000 (the "Note"). The Note initially converts into 1,206,897 shares, subject to certain adjustments to the conversion price.

The foregoing issuance of the shares of our common stock, the convertible promissory notes and the warrants described above were made in private transactions or private placements intending to meet the requirements of one or more exemptions from registration. In addition to any noted exemption below, we relied upon Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the "Act"). The investors were not solicited through any form of general solicitation or advertising, the transactions being non-public offerings, and the sales were conducted in private transactions where the investor identified an investment intent as to the transaction without a view to an immediate resale of the securities; the shares were "restricted securities" in that they were both legended with reference to Rule 144 as such and the investors identified they were sophisticated as to the investment decision and in most cases we reasonably believed the investors were "accredited investors" as such term is defined under Regulation D based upon statements and information supplied to us in writing and verbally in connection with the transactions. We have never utilized an underwriter for an offering of our securities and no sales commissions were paid to any third party in connection with the above-referenced sales.

EXHIBITS

Exhibit No.

3.1 Articles of Incorporation.*

3.2 Bylaws.*

5.1 Opinion of Colbert Johnston LLP.*

10.1 Stock Purchase Agreement dated as of December 28, 2007, by and between MB Software Corporation and Keystone Equity Partners.*

10.2 Exclusive Patent and Trademark License dated as of November 28, 2007, by and between Wound Care Innovations, L.L.C. and Applied Nutritionals, LLC. (Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on November 30, 2007).

10.3 Exclusive License dated as of November 28, 2007, by and between Wound Care Innovations, LLC and George Petito (Incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on November 30, 2007).

10.4 Manufacturing Agreement dated as of November 28, 2007, by and between Wound Care Innovations, L.L.C. and Applied Nutritionals, LLC (Incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on November 30, 2007).

10.5 Common Stock Purchase Agreement, dated as of January 11, 2008, by and between MB Software Corporation and T Squared Investments LLC (Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 23, 2008).

10.6 Note Purchase Agreement, dated as of January 11, 2008, by and between MB Software Corporation and T Squared Investments LLC (Incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on January 23, 2008).

10.7 Common Stock Purchase Warrant "A," dated as of January 11, 2008 (Incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on January 23, 2008).

10.8 Common Stock Purchase Warrant "B," dated as of January 11, 2008 (Incorporated by reference from Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Commission on January 23, 2008).

10.9 Registration Rights Agreement Common Stock Purchase Agreement, dated as of January 11, 2008, by and between MB Software Corporation and T Squared Investments LLC (Incorporated by reference from Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the Commission on January 23, 2008).

23.1 Consent of Pritchett, Siler & Hardy, P.C.*

* Filed herewith

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is being registered) and any deviation from the high or low end of the estimated maximum range, may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective registration statement; and
(c) To include any additional or changed material information on the plan of distribution.

2. For determining liability under the Securities Act of 1933, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3. File a post-effective amendment to remove from registration any of the securities being registered, which remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the company pursuant to the foregoing provisions or otherwise, the company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and we will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas on April 10,2008.

MB SOFTWARE CORPORATION

By:  /s/   Scott A. Haire                                   Date: April 10, 2008
         ----------------------------------------
         Scott A. Haire, Chief Executive Officer,
         Chief Financial Officer and
         President


By:  /s/  /s/ Lucy Singleton                                Date: April 10, 2008
         -----------------------------------------
         Lucy Singleton, Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date stated.

By:  /s/   Scott A. Haire                                   Date: April 10, 2008
         -------------------------
         Scott A. Haire, Director


By:  /s/   Gilbert A. Valdez                                Date: April 10, 2008
         ---------------------------
         Gilbert A. Valdez, Director


By:  /s/   Araldo A. Cossutta                               Date: April 10, 2008
         -----------------------------
         Araldo A. Cossutta, Director


By:  /s/   Steven W. Evans                                  Date: April 10, 2008
         - ------------------------
         Steven W. Evans, Director


By:  /s/   Robert E. Gross                                  Date: April 10, 2008
         -------------------------
         Robert E. Gross, Director


By:  /s/   Thomas J. Kirchhofer                             Date: April 10, 2008
         ------------------------------
         Thomas J. Kirchhofer, Director

EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
eAPPLIANCE INNOVATIONS, INC.

The undersigned natural person, of the age of eighteen years or more, a resident of the State of Texas, acting as an incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the Corporation is "eAppliance Innovations, Inc."

ARTICLE TWO

The Corporation will have perpetual existence.

ARTICLE THREE

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares of capital stock that the Corporation will have authority to issue is one hundred and fifty-one million (151,000,000), one hundred and fifty million (150,000,000) of which will be shares of Common Stock, having a par value of $.001 per share, and one million (1,000,000) of which will be shares of preferred stock, having a par value of $10 per share.

Preferred stock may be issued in one or more series as may be determined from time to time by the Board of Directors. All shares of any one series of preferred stock will be identical except as to the date of issue and the dates from which dividends on shares of the series issued on different dates will cumulate, if cumulative. Authority is hereby expressly granted to the Board of Directors to authorize the issuance of one or more series of preferred stock, and to fix by resolution or resolutions providing for the issue of each such series the voting powers, designations, preferences, and relative, participating, optional, redemption, conversion, exchange or other special rights, qualifications, limitations or restrictions of such series, and the number of shares in each series, to the full extent now or hereafter permitted by law.

ARTICLE FIVE

No shareholder of the Corporation will, solely by reason of holding shares of any class, have any preemptive or preferential right to purchase or subscribe for any shares of the Corporation, now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying warrants, rights or options to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares or such notes,

debentures, bonds or other securities would adversely affect the dividend, voting or any other rights of such shareholder. The Board of Directors may authorize the issuance of, and the Corporation may issue, shares of any class of the Corporation, or any notes, debentures, bonds or other securities convertible into or carrying warrants, rights or options to purchase any such shares, without offering any shares of any class to the existing holders of any class of stock of the Corporation.

ARTICLE SIX

Shareholders of the Corporation will not have the right of cumulative voting for the election of directors.

ARTICLE SEVEN

Any action that under the provisions of the Texas Business Corporation Act would, but for this Article Seven, be required to be authorized by the affirmative vote of the holders of any specified portion of the shares of the Corporation will require the approval of the holders of a majority of the shares of the Corporation entitled to vote on the action.

ARTICLE EIGHT

Pursuant to Article 13.04 of the Texas Business Corporation Act, the Corporation elects not to be governed by Article 13.03, the Business Combination Law, of the Texas Business Corporation Act.

ARTICLE NINE

Any action required or permitted by law, these Articles of Incorporation or the Bylaws of the Corporation to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

ARTICLE TEN

The Board of Directors is expressly authorized to alter, amend or repeal the Bylaws of the Corporation or to adopt new Bylaws.

ARTICLE ELEVEN

(a) The Corporation will, to the fullest extent permitted by, and in accordance with the Texas Business Corporation Act, as the same exists or may hereafter be amended, indemnify any and all persons who are or were serving as director or officer of the Corporation, or who are or were serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee or employee of another corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit

plan or other enterprise, from and against any and all of the expenses, liabilities or other matters referred to in or covered by the Texas Business Corporation Act. Such indemnification may be provided pursuant to any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the capacity of director or officer and as to action in another capacity while holding such office, will continue as to a person who has ceased to be a director or officer and inure to the benefit of the heirs, executors and administrators of such a person.

(b) If a claim under paragraph (a) of this Article is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant will be entitled to be paid also the expense of prosecuting such claim. It will be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the laws of the State of Texas for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense will be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the laws of the State of Texas nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, will be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

ARTICLE TWELVE

To the fullest extent permitted by the laws of the State of Texas as the same exist or may hereafter be amended, a director of the Corporation will not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director. Any repeal or modification of this Article will not increase the personal liability of any director of the Corporation for any act or occurrence taking place before such repeal or modification, or adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The provisions of this Article shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director that has not been eliminated by the provisions of this Article.

ARTICLE THIRTEEN

The Corporation will not commence business until it has received for the issuance of shares consideration of the value of at least $1,000.

ARTICLE FOURTEEN

The street address of the Corporation's initial registered office is 2225 E. Randol Mill Road, Suite 305, Arlington, Texas 76011, and the name of its initial registered agent at that address is Scott A. Haire, 2225 E. Randol Mill Road, Suite 305, Arlington, Texas 76011.

ARTICLE FIFTEEN

The number of directors constituting the Board of Directors of the Corporation, which shall be composed of not less than one nor more than eight, shall initially be one (1) and the name and mailing addresses of such person, who is to serve as a director until the first annual meeting of the shareholders or until his successors are elected and qualified, is:

Scott A. Haire 2225 E. Randol Mill Road, Suite 305 Arlington, Texas 76011

Hereafter, the number of directors will be determined in accordance with the Bylaws of the Corporation.

ARTICLE SIXTEEN

The name and address of the incorporator are:

Robert J. Johnston 901 Main Street, Suite 6000 Dallas, Texas 75202

EXECUTED as of the 14th day of December, 2001.

By:/s/ Robert J. Johnston
   -----------------------
   Robert J. Johnston
   Incorporator

ARTICLES OF MERGER
OF
MB SOFTWARE CORPORATION
(A Colorado Corporation)

Parent Corporation

WITH AND INTO

EAPPLIANCE INNOVATIONS, INC.
(A Texas Corporation)

Subsidiary Corporation

To the Secretary of State
State of Texas

Pursuant to the provisions of Article 5.16 of the Texas Business Corporation Act (the "TBCA"), MB Software Corporation, (the "Parent Corporation" or "Merged Corporation"), a corporation organized under the laws of the State of Colorado, and owning at least ninety percent (90%) of the shares of eAppliance Innovations, Inc. (the "Subsidiary Corporation"), a business corporation organized under the laws of the State of Texas, hereby executes the following articles of merger.

1. An Agreement and Plan of Merger has been adopted in accordance with the provisions of Article 5.16 of the Texas Business Corporation Act and of the Colorado Business Corporation Act providing for the combination of MB Software Corporation and eAppliance Innovations, Inc. and resulting in Subsidiary Corporation being the surviving corporation.

2. The following is a copy of a resolution of MB Software Corporation adopted on December 14, 2001 and in accordance with the laws of its jurisdiction and its constituent documents:

RESOLVED, that it is deemed advisable and in the best interest of MB Software Corporation (the "Corporation") to merge with and into eAppliance Innovations, Inc., its wholly-owned subsidiary organized under the laws of the State of Texas, pursuant to an Agreement and Plan of Merger, by and among the Corporation and its subsidiary regarding the merger of the Corporation with and into its subsidiary, and setting forth the terms and conditions of the merger and other details and provisions with respect thereto, and such merger is hereby approved;

RESOLVED, that the proper officers of the Corporation are hereby authorized to execute and deliver the Agreement of Merger on behalf of the Corporation and its subsidiary, with such changes therein and additions thereto as may be approved by such officer executing the same on behalf of the Corporation and its subsidiary, such approval to be

conclusively evidenced by the execution and delivery thereof.

RESOLVED, that the proper officers of the Corporation are hereby authorized, in the name of and on behalf of the Corporation, to perform any and all acts as may be necessary or desirable to execute, file and deliver the Agreement of Merger, the Articles of Merger and all other instruments and documents contemplated by the foregoing resolutions and to take any and all further action which such officer may deem necessary or desirable to effectuate any action authorized by these resolutions and otherwise to carry out the purposes and intent of the foregoing resolutions.

3. As to eAppliance Innovations, Inc. and pursuant to Article 5.03 of the Texas Business Corporation Act, the approval of the stockholders of Subsidiary Corporation was not required for the approval and adoption of the Plan of Merger.

4. As to MB Software Corporation, the number of shares outstanding and the number of shares voted for and against the Plan of Merger arc as follows:

Shares Outstanding and Class     Shares Voted For the       Shares Voted Against
       of Shares                    Plan of Merger           the Plan of Merger
       ---------                    --------------           ------------------

     73,500,000 Common Stock          40,564,833                      0

  340,000 Series A Preferred            340,000                       0

The Series A Preferred, voted together with the shares of Common Stock, and separately as a class. The number of votes cast for the Plan of Merger by each voting class entitled to vote separately on the Plan of Merger was sufficient for approval by that voting class.

5. Article One of the Articles of Incorporation of eAppliance Innovations, Inc. is hereby amended in its entirety to read as follows:

"The name of the Corporation is MB Software Corporation."

6. Except as set forth in Article 9, the Articles of Incorporation and the Bylaws of eAppliance Innovations, Inc. prior to the Plan of Merger will be the Articles of Incorporation and the Bylaws of the surviving corporation.

7. A signed copy of the Plan of Merger, attached hereto as Exhibit A, is also on file at the principal place of business of eAppliance Innovations, Inc., the surviving corporation, at 2225 E. Randol Mill Road, Suite 305, Arlington, Texas 76011.

8. A copy of the Plan of Merger will be furnished by eAppliance Innovations, Inc., on written request and without cost, to any shareholder of eAppliance Innovations, Inc.

9. As to each corporation that is a party to the merger, the plan of merger, which performance of its terms were duly authorized by action required by the laws under which it is incorporated or organized and by its constituent documents.

10. The effective date of the merger shall be June 5th, 2002.

11. The surviving corporation will be responsible for the payment of all fees and franchise taxes of the merged corporation and will be obligated to pay such fees and franchise taxes if the same are not timely paid.

Executed this 4th day of June 2002.

eAppliance Innovations, Inc.

By : /s/ Scott A. Haire
-----------------------
Name: Scott A. Haire
Its: President

MB Software Corporation

By: /s/ Scott A. Haire
----------------------
Name Scott A. Haire
Its: President

AGREEMENT AND PLAN OF MERGER

among

MB SOFTWARE CORPORATION

and

EAPPLIANCE INNOVATIONS, INC.

Dated December 13, 2001

AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger, dated as of December 14, 2001 is entered into by and between MB Software Corporation, a Colorado corporation ("Parent"), and eAppliance Innovations, Inc., a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"). Certain terms used herein but not otherwise defined shall have the meanings ascribed thereto in Exhibit A attached hereto.

WHEREAS, the respective Boards of Directors of Parent and Merger Sub have determined that it is advisable and in the best interests of their respective shareholders to consummate the merger of Parent with and into Merger Sub (the "Merger"), upon the terms and subject to the conditions set forth herein; and

WHEREAS, the respective Boards of Directors of Parent and Merger Sub have approved the transactions contemplated by this Agreement, subject to approval of such transactions by the shareholders of Parent and the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
THE MERGER

Section 1.1 The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the applicable provisions of the TBCA and the CBCA, at the Effective Time, Parent shall be merged with and into the Merger Sub. As a result of the Merger, the separate corporate existence of Parent shall cease and Merger Sub shall continue as the surviving corporation of the Merger (the "Surviving Corporation").

Section 1.2 Effective Time. Subject to the terms and conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing, as soon as practicable after the Closing (as hereinafter defined), this Agreement or articles of merger (the "Articles of Merger") with the Secretaries of State of the States of Texas and Colorado, in such form as required by, and executed in accordance with the relevant provisions of, the TBCA and the CBCA. The date and time of acceptance of the filing of the Articles of Merger with the Secretary of State of the State of Texas (or such later time as shall be agreed to in writing by the parties hereto and specified in the Articles of Merger) will be the "Effective Time." The Closing shall take place at 10:00 a.m. (Dallas time) on the Business Day immediately after the date on which all the conditions to Closing set forth in Article II hereto shall have been satisfied, at the offices of Jackson Walker, 901 Main Street, Suite 6000, Dallas, Texas 75202, or such other time, date and place as the parties shall agree.

Section 1.3 Effects of the Merger. Subject to Sections 1.4 and 1.5, the Merger shall have the effects set forth in the applicable provisions of the TBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, immunities, powers and franchises of Parent and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Parent and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Section 1.4 Articles of Incorporation; Bylaws.

(a) At the Effective Time and without any further action on the part of Parent or Merger Sub, the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, as amended or provided in the Articles of Merger, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided therein and under the TBCA.

(b) At the Effective Time and without any further action on the part of Parent or Merger Sub, the bylaws of Merger Sub shall be the bylaws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the terms of the articles of incorporation of the Surviving Corporation and as provided by law.

Section 1.5 Directors and Officers.

(a) At the Effective Time, the directors of Parent shall serve as directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.

(b) At the Effective Time, the officers of Parent shall serve as officers of the Surviving Corporation, in the capacities set forth opposite their names, until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.

Section 1.6 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent of Merger Sub any holder of any shares of capital stock of Parent:

(a) Each share of Parent Common Stock that is held in the treasury of Parent or of any of its subsidiaries shall be canceled and retired and no capital stock of the Surviving Corporation, or other consideration shall be paid or delivered in exchange therefore.

(b) Each remaining outstanding share of Parent Common Stock shall be converted into the right to receive one share of Surviving Corporation Common Stock (the "Merger Consideration").

(c) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Date shall be shall be canceled and retired.

Section 1.7 Stock Options. All stock options outstanding at the Effective Time under Parent Stock Options shall be converted in accordance with this Agreement and the terms of the Parent Stock Options into options to receive shares of the Surviving Corporation upon the same terms and conditions as in existence immediately prior to the Effective Time.

Section 1.8 Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of Parent or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of Parent or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

Section 1.9 Certain Adjustments. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or different class of stock by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares, or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the Merger Consideration shall be appropriately adjusted to provide the holders of Parent Common Stock the same economic effect, voting rights and other terms and designations as contemplated by this Agreement prior to any such event.

ARTICLE II
CONDITIONS

Section 2.1 Conditions to the Obligations of Each Party. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions:

(a) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing or making illegal the consummation of the Merger shall be in effect; provided, however, that the parties hereto shall use all commercially reasonable efforts to have any such injunction, order, restraint or prohibition vacated.

(b) Governmental and Regulatory Approvals. All regulatory approvals and other actions or approvals by any Governmental Entity required to permit the consummation of the Merger shall have been obtained and such approvals shall be in full force and effect.

ARTICLE III
TERMINATION

Section 3.1 Termination. This Agreement may be terminated and the Merger contemplated herein may be abandoned at any time prior to the Effective Time, whether before or after Parent Shareholder Approval shall have been received.

(a) by the mutual written consent of Parent and Merger Sub; or

(b) by either Parent or Merger Sub if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable.

ARTICLE IV
MISCELLANEOUS

Section 4.1 Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified and supplemented in any and all respects by written agreement of the parties hereto, pursuant to action taken by their respective Boards of Directors, at any time prior to the Effective Time with respect to any of the terms contained herein.

Section 4.2 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Confidentiality Agreements (including the exhibits hereto and the documents and the instruments referred to herein and therein): (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

Section 4.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

Section 4.4 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.

Section 4.5 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 4.6 Headings. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement. References to Articles or Sections, unless otherwise specified, are to Articles and Sections of this Agreement.

IN WITNESS WHEREOF, Parent and Merger Sub caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

MB SOFTWARE CORPORATION

By:  /S/ Scott A. Haire
       Name Scott A. Haire
       Title: Chief Executive Officer and
              President

EAPPLIANCE INNOVATIONS, INC..

By:  /S/ Scott A. Haire
       Name Scott A. Haire
       Title: Chief Executive Officer and
              President

EXHIBIT A

Definitions

"Business Day" means any day other than a Saturday, a Sunday, or a bank holiday in the State of Delaware.

"CBCA" shall mean the Colorado Business Corporation Act.

"Closing" shall mean the closing of the Merger.

"Closing Date" shall mean the date of Closing.

"Effective Time" shall have the meaning set forth in Section 1.2.

"Governmental Entity" shall mean any United States or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, body, commission or agency.

"Parent Common Stock" shall mean the common stock, par value $0.001 per share, of MB Software Corporation.

"Parent Shareholder Approval" shall mean approval of the Merger by the shareholders of Parent in accordance with the CBCA.

"Parent Stock Option" shall mean each outstanding option to purchase shares of the Parent Common Stock issued pursuant to any of Parent's stock option plans.

"Merger Consideration" shall have the meaning set forth in Section 1.6(a)

"Merger Sub Common Stock" shall mean the common stock, par value $.001 per share, of Merger Sub.

"Surviving Corporation" shall have the meaning set forth in Section 1.1.

"Surviving Common Stock" shall mean Merger Sub Common Stock from and after th Effective Date.

"TBCA" shall mean the Texas Business Corporation Act.

A-1

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MB SOFTWARE CORPORATION

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation.

FIRST: The name of the corporation is MB Software Corporation.

SECOND: The Articles of Incorporation in effect on the date hereof is hereby amended by replacing ARTICLE FOUR in its entirety as follows:

ARTICLE FOUR

The aggregate number of shares of capital stock that the Corporation will have authority to issue is twenty million (25,000,000), twenty million (20,000,000) of which will be shares of Common Stock, having a par value of $.001 per share, and five million (5,000,000) of which will be shares of preferred stock, having a par value of $10 per share.

THIRD: The stockholders of the Corporation duly adopted resolutions approving the above-referenced amendment by written consent on June 14, 2002 in accordance with the provisions of Article 9.10A of the Texas Business Corporation Act.

FOURTH: The number of shares of the corporation outstanding at the time of such adoption was 82,700,000 shares of Common Stock, $.001 par value; and the number of shares entitled to vote thereon was 82,700,000.

FIFTH: The number of shares voted for such amendment was 42,028,101. No shares were voted against such amendment

********

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed and attested as of the 24th day of June, 2002.

MB SOFTWARE CORPORATION

                                 By:   /s/ Scott A. Haire
                                    -----------------------------------------
Name: Scott A. Haire                Title: President and Chief Executive Officer

CERTIFICATE OF THE DESIGNATIONS, NUMBER
VOTING POWERS, PREFERENCES AND RIGHTS OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
MB SOFTWARE CORPORATION

Pursuant to Section 2.13 of the

Business Corporation Act of the State of Texas

MB Software Corporation, a corporation organized and existing under the Business Corporation Act of the State of Texas (the "Corporation"),

DOES HEREBY CERTIFY:

That, pursuant to the authority expressly vested in the Board of Directors of the Corporation (the "Board of Directors") by Article Four of the Articles of Incorporation of the Corporation, as amended (the "Articles of Incorporation"), the Board of Directors duly adopted, by written consent dated as of October 31, 2007, a resolution providing for the creation of a series of preferred stock, par value $10.00 per share (the "Preferred Stock"), consisting of 51,000 shares of Series A Convertible Preened Stock, which resolution is as follows:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of Article Four of the Restated Articles of Incorporation of the Corporation, the Board of Directors hereby mates a series of preferred stock, par value $10.00 per share, of the Corporation, and hereby fixes the designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereon, of the shares of such series, in addition to those set forth in the Articles of Incorporation, as follows:

1. Designation and The shares of such series shall be designated "Series A Convertible Preferred Stock" (the "Series A Stock") and the number of shares constituting such series shall be 51,000.Designation

A. Designation. Fifty One Thousand (51,000) shares of the authorized preferred stock, $10.00 par value per share, are hereby designated as "Series A Convertible Preferred Stock' ("Series A Preferred"). The Series A Stock shall have rights and preferences relative to all other classes and series of the capital stock of the Corporation as set forth herein.

B. Dividends. Holders of shares of Series A Stock shall participate on an "as converted" basis with the holders of common stock, par value 50.001 per share, of the Corporation (the "Common Stock"), with respect to the payment of any dividends by the Corporation.

C. Liquidation. Holders of shares of Series A Stock shall participate on an "as converted" basis with the holders of Common Stock with respect to the payment of the proceeds of the Corporation from the liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.Voting

D. Voting. The holders of shares of Series A Stock shall vote together with the holders of Common Stock as a single class. The holder of each sham of Series A Stock (i) shall be entitled to the number of votes with to such share equal to the number of shares of Common Stock into which such share of Series A Stock could be converted on the record date for the subject vote or written consent (or, there is no such record date, then on the date that such vote is taken or consent is effective) and (ii) shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws o the Corporation. Fractional votes shall not be permitted, and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares; of Series A Stock held by each holder could be converted) shall be reduced to the nearest whole number.

E. Automatic Conversion

(i) Each share of Series A Stock shall automatically be converted into ten (100) shares of Common Stock (as the same may be equitably adjusted after the date of issuance for any stock splits, combinations, consolidations, recapitalizations, reorganizations, reclassifications, stock distributions, stock dividends or other similar events) at such time as the shareholders of the Corporation have approved an amendment to the Articles of Incorporation of the Corporation increasing the authorized shares of Common Stock of the Corporation from 20,000,000 shams to 100,000,000 shares ( "Amendment'). The Corporation expects to receive such approval at its next annual meeting of shareholders, which is scheduled to be held in February. Holders of at least 65% of the issued and outstanding shares of Common Stock have indicated that they will vote in favor of such amendment. Following approval of the Amendment by the shareholders of the Corporation, and filing of the same with the Secretary of State of Texas, the Corporation shall give written notice thereof to all holders of record of shares of Series A Stock. Such notice shall be sent by first class mail, postage prepaid, to each holder of record of Series A Stock at such holder's address as shown in the records of the Corporation. Each holder of shares of the Series A Stock shall surrender the certificate or certificates for all such shares to the Corporation at the place designated in such notice and shall thereafter receive certificates for the numb of shares of Common Stock to which such bolder is entitled. Notwithstanding anything herein to the contrary, shares of Series A Stock shall be deemed to have been converted upon filing of the Amendment with the Secretary of State of Texas.

(ii) The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Stock pursuant hereto.

(iii) All shares of Common Stock that may be issued upon conversion of the shares of Series A Stock will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

(iv) The Corporation will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation.

F. Amendment Waiver, Any term of the Series A Stock may be amended or waived upon the written consent of the Corporation and the holders of at least a majority of the Series A Stock then outstanding, voting together as a single class.

G. Action By Holden Any action or consent to be taken or given by the holders of the Series A Stock may be given either at a meeting of the holders of the Series A Stock called and held for such purpose or by written consent.

IN WITNESS WHEREOF, MB Software Corporation has caused this Certificate to be signed by Scott A. Haire, its Chief Executive Officer, this 30 day of November, 2007.

MB SOFTWARE CORPORATION

By: Scott A. Haire

Scott A. Haire Chief Executive Officer

CERTIFICATE OF CORRECTION
OF
MB SOFTWARE CORPORATION

MB Software Corporation, a corporation organized and existing under the business corporation act of the State of Texas (the "Corporation"), submits this Certificate of Correction to correct a document that contains an inaccurate or erroneous statement.

1. The name of the entity is MB Software Corporation. The filing number of the entity is 800036706.

2. The document to be corrected is the Corporation's Certificate of the Designations, Number, Voting Powers, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Texas Secretary of State on November 30, 2007 (the "Certificate of Designations").

3. Section 1.E.(i) of the Certificate of Designations contained an error in the conversion ratio of the preferred stock. The full text of Section
1.E.(i), as corrected, is set forth below:

E. Automatic Conversion.

(i) Each share of Series A Stock shall automatically be converted into fifty-one hundred (5,100) shares of Common Stock (as the same may be equitably adjusted after the date of issuance for any stock splits, combinations, consolidations, recapitalizations, reorganizations, reclassifications, stock distributions, stock dividends or other similar events) at such time as the shareholders of the Corporation have approved an amendment to the Articles of Incorporation of the Corporation increasing the authorized shares of Common Stock of the Corporation from 20,000,000 shares to 100,000,000 shares (the "Amendment"). The Corporation expects to receive such approval at its next annual meeting of shareholders, which is scheduled to be held in February. Holders of at least 65%% of the issued and outstanding shares of Common Stock have indicated that they will vote in favor of such amendment. Following approval of the Amendment by the shareholders of the Corporation, and filing of the same with the Secretary of State of Texas, the Corporation shall give written notice thereof to all holders of record of shares of Series A Stock. Such notice shall be sent by first class mail, postage prepaid, to each holder of record of Series A Stock at such holder's address as shown in the records of the Corporation. Each holder of shares of the Series A Stock shall surrender the certificate or certificates for all such shares to the Corporation at the place designated in such notice and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled. Notwithstanding anything herein to the contrary, shares of Series A Stock shall be deemed to have been converted upon the filing of the Amendment with the Secretary of State of Texas.

6. The Certificate of Designations contained an inaccurate or erroneous statement. This Certificate of Correction is submitted for the purpose of correcting the Certificate of Designations.

7. After the Secretary of State files this Certificate of Correction, the Certificate of Designations will be considered to have been corrected on the date the Certificate of Designations was originally filed, except as to persons adversely affected. As to persons adversely affected by the correction set forth in this Certificate of Correction, the Certificate of Designations will be considered to have been corrected on the date this Certificate of Correction is filed with the Secretary of State.

IN WITNESS WHEREOF, MB Software Corporation has caused this Certificate to be signed by Lucy J. Singleton, its Secretary, this 25th day of January, 2008.

MB SOFTWARE CORPORATION

By: /s/ Lucy J. Singleton
    ---------------------
    Lucy J. Singleton
    Secretary

Exhibit 3.2

BYLAWS

eAPPLICANE INNOVATIONS, INC.

TABLE OF CONTENTS

ARTICLE I......................................................................1
   OFFICES.....................................................................1
      Section 1.1 Registered Office............................................1
      Section 1.2 Other Offices................................................1
ARTICLE II.....................................................................1
   SHAREHOLDERS................................................................1
      Section 2.1 Place of Meetings............................................1
      Section 2.2 Annual Meeting...............................................1
      Section 2.3 List of Shareholders.........................................1
      Section 2.4 Special Meetings.............................................2
      Section 2.5 Notice.......................................................2
      Section 2.6 Quorum.......................................................2
      Section 2.7 Voting.......................................................2
      Section 2.8 Method of Voting.............................................2
      Section 2.9 Record Date; Closing Transfer Books..........................3
      Section 2.10   Action by Consent.........................................3
ARTICLE III....................................................................3
   BOARD OF DIRECTORS..........................................................3
      Section 3.1 Management...................................................3
      Section 3.2 Qualification; Election; Term................................3
      Section 3.3 Number.......................................................3
      Section 3.4 Removal......................................................4
      Section 3.5 Vacancies....................................................4
      Section 3.6 Place of Meetings............................................4
      Section 3.7 Annual Meeting...............................................4
      Section 3.8 Regular Meetings.............................................4
      Section 3.9 Special Meetings.............................................4
      Section 3.10   Quorum....................................................4
      Section 3.11   Interested Directors......................................4
      Section 3.12   Committees................................................5
      Section 3.13   Action by Consent.........................................5
      Section 3.14   Compensation of Directors.................................5
      Section 3.15   Organization..............................................5
ARTICLE IV.....................................................................5
   NOTICE......................................................................5
      Section 4.1 Form of Notice...............................................5
      Section 4.2 Waiver.......................................................6
ARTICLE V......................................................................6
   OFFICERS AND AGENTS.........................................................6
      Section 5.1 In General...................................................6
      Section 5.2 Election.....................................................6
      Section 5.3 Other Officers and Agents....................................6
      Section 5.4 Compensation.................................................6
      Section 5.5 Term of Office and Removal...................................6
      Section 5.6 Employment and Other Contracts...............................7


                                       i

      Section 5.7 Chairman of the Board of Directors...........................7
      Section 5.8 President....................................................7
      Section 5.9 Vice Presidents..............................................7
      Section 5.10   Secretary.................................................7
      Section 5.11   Assistant Secretaries.....................................7
      Section 5.12   Treasurer.................................................8
      Section 5.13   Assistant Treasurers......................................8
      Section 5.14   Bonding...................................................8
ARTICLE VI.....................................................................8
   CERTIFICATES REPRESENTING SHARES............................................8
      Section 6.1 Form of Certificates.........................................8
      Section 6.2 Lost Certificates............................................8
      Section 6.3 Transfer of Shares...........................................9
      Section 6.4 Transfer Agent...............................................9
      Section 6.5 Registered Shareholders......................................9
ARTICLE VII...................................................................10
   GENERAL PROVISIONS.........................................................10
      Section 7.1 Dividends...................................................10
      Section 7.2 Reserves....................................................10
      Section 7.3 Telephone and Similar Meetings..............................10
      Section 7.4 Books and Records...........................................10
      Section 7.5 Fiscal Year.................................................10
      Section 7.6 Seal. 10
      Section 7.7 Indemnification.............................................11
      Section 7.8 Insurance...................................................11
      Section 7.9 Resignation.................................................11
      Section 7.10   Amendment of Bylaws......................................11
      Section 7.11   Invalid Provisions.......................................11
      Section 7.12   Relation to Articles of Incorporation....................11

BYLAWS
OF
eAPPLIANCE INNOVATIONS, INC.

ARTICLE I

OFFICES

Section 1.1 Registered Office. The registered office and registered agent of 2225 E. Randol Mill Road, Suite 305, Arlington, Texas 76011 (the "Corporation") will be as from time to time set forth in the Corporation's Articles of Incorporation or in any certificate filed with the Secretary of State of the State of Texas to amend such information.

Section 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 2.1 Place of Meetings. All meetings of the shareholders for the election of Directors will be held at the principal office of the Corporation or at such place, within or without the State of Texas, as may be fixed from time to time by the Board of Directors. Meetings of shareholders for any other purpose may be held at such time and place, within or without the State of Texas, as may be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meeting. An annual meeting of the shareholders will be held at such time as may be determined by the Board of Directors, at which meeting the shareholders will elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3 List of Shareholders. At least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each, will be prepared by the officer or agent having charge of the stock transfer books. Only shareholders of record on the books of the Corporation shall be entitled to be treated by the Corporation as holders in fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or Corporation, whether o not it shall have express or other notice thereof, except as expressly provided by the laws of the state of the Corporation's incorporation. Such list will be kept on file at the registered office of the Corporation for a period of ten (10) days prior to such meeting and will be subject to inspection by any shareholder at any time during usual business hours. Such list will be produced and kept open at the time and place of the meeting during the whole time thereof, and will be subject to the inspection of any shareholder who may be present. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders.

Section 2.4 Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law, the Articles of Incorporation or these Bylaws, may be called by the Chairman of the Board, the President or the Board of Directors, or will be called by the holders of not less than ten percent (10%) of all the shares issued, outstanding and entitled to vote. Such request will state the purpose or purposes of the proposed meeting. Business transacted at all special meetings will be confined to the purposes stated in the notice of the meeting unless all shareholders entitled to vote are present and consent.

Section 2.5 Notice. Written or printed notice stating the place, day and hour of any meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, such notice will be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 2.6 Quorum. With respect to any matter, the presence in person or by proxy of the holders of a majority of the shares entitled to vote on that matter will be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law, or these Articles of Incorporation. If, however, such quorum is not present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

Section 2.7 Voting. When a quorum is present at any meeting of the Corporation's shareholders, the vote of the holders of a majority of the shares entitled to vote that are actually voted on any question brought before the meeting will be sufficient to decide such question; provided that if the question is one upon which, by express provision of law, the Articles of Incorporation or these Bylaws, a different vote is required, such express provision shall govern and control the decision of such question.

Section 2.8 Method of Voting. Each outstanding share of the Corporation's capital stock, regardless of class or series, will be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series are limited or denied by the Articles of Incorporation, as amended from time to time. At any meeting of the shareholders, every shareholder having the right to vote will be entitled to vote in person or by proxy executed in writing by such shareholder and bearing a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period. A telegram, telex,

cablegram or similar transmission by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of the preceding sentence. Each proxy will be revocable unless expressly provided therein to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy will be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for Directors will be in accordance with Article III of these Bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer orders or any shareholder demands that voting be by written ballot.

Section 2.9 Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, such record date to be not less than ten (10) nor more than [fifty (50)] days prior to such meeting, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten (10) nor more than [fifty
(50)] days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed will be the record date.

Section 2.10 Action by Consent. Except as prohibited by law, any action required or permitted by law, the Articles of Incorporation or these Bylaws to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and will be delivered to the Corporation by delivery to its registered office in Texas, its principal place of business or an officer or agent of the Corporation having custody of the minute book.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 Management. The business and affairs of the Corporation will be managed by or under the direction of the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 3.2 Qualification; Election; Term. None of the Directors need be a shareholder of the Corporation or a resident of the State of Texas. The Directors will be elected by plurality vote at the annual meeting of the shareholders, except as hereinafter provided, and each Director elected will hold office until whichever of the following occurs first: the next succeeding annual meeting and his successor is elected and qualified, his resignation, his removal from office by the shareholders or his death.

Section 3.3 Number. The number of Directors of the Corporation will be at least one (1) and not more than eight (8). The number of Directors authorized will be fixed as the Board of Directors may from time to time designate, or if no such designation has been made, the number of Directors will be the same as the number of members of the initial Board of Directors as set forth in the Articles of Incorporation. [No decrease in the number of Directors will have the effect of shortening the term of any incumbent Director].

Section 3.4 Removal. Any Director may be removed either for or without cause at any special meeting of shareholders by the affirmative vote of at least a majority in number of shares of the shareholders present in person or represented by proxy at such meeting and entitled to vote for the election of such Director.

Section 3.5 Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy will be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office only until the next election of one or more Directors by the shareholders.

Section 3.6 Place of Meetings. Meetings of the Board of Directors, regular or special, may be held at such place within or without the State of Texas as may be fixed from time to time by the Board of Directors.

Section 3.7 Annual Meeting. The first meeting of each newly elected Board of Directors will be held without further notice immediately following the annual meeting of shareholders and at the same place, unless by unanimous consent, the Directors then elected and serving shall change such time or place.

Section 3.8 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as is from time to time determined by resolution of the Board of Directors.

Section 3.9 Special Meetings. Special meetings of the Board of Directors may be called by the President on oral or written notice to each Director, given either personally, by telephone, by telegram or by mail; special meetings will be called on the written request of at least two (2) Directors. Except as may be otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.

Section 3.10 Quorum. At all meetings of the Board of Directors the presence of a majority of the number of Directors then in office will be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present.

Section 3.11 Interested Directors. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation's Directors or officers are Directors or officers or have a financial interest, will be void or voidable solely for this reason, solely because the Director or officer is present at or

participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum, (ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the shareholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

Section 3.12 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate committees, each committee to consist of two (2) or more Directors of the Corporation, which committees will have such power and authority and will perform such functions as may be provided in such resolution. Such committee or committees will have such name or names as may be designated by the Board of Directors and will keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 3.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee of the Board of Directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or such committee, as the case may be.

Section 3.14 Compensation of Directors. Directors will receive such compensation for their services and reimbursement for their expenses as the Board of Directors, by resolution, may establish; provided that nothing herein contained will be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.15 Organization. The Board of Directors shall elect a Chairman to preside at each meeting of the Board of Directors. The Board of Directors shall elect a Secretary to record the discussions and resolutions of each meeting.

ARTICLE IV

NOTICE

Section 4.1 Form of Notice. Whenever by law, the Articles of Incorporation or these Bylaws, notice is to be given to any Director or shareholder, and no provision is made as to how such notice is to be given, such notice may be given: (i) in writing, by mail, postage prepaid, addressed to such Director or shareholder at such address as appears on the books of the Corporation at least three (3) days prior to the meeting or (ii) in any other method permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time the same is deposited in the United States mail.

Section 4.2 Waiver. Whenever any notice is required to be given to any shareholder or Director of the Corporation as required by law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, will be equivalent to the giving of such notice. Attendance of a shareholder or Director at a meeting will constitute a waiver of notice of such meeting, except where such shareholder or Director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Members of the Board of Directors or any committee designed by such Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

ARTICLE V

OFFICERS AND AGENTS

Section 5.1 In General. The officers of the Corporation will be elected by the Board of Directors and will be a President, Secretary and a Treasurer, each of whom shall be eighteen years old or older and who shall be elected by the Board of Directors at its annual meeting. The Board of Directors may also elect a Chairman of the Board, Vice Chairman of the Board, Vice Presidents, Assistant Vice Presidents, a Treasurer, and Assistant Secretaries and Assistant Treasurers. Any two (2) or more offices may be held by the same person.

Section 5.2 Election. The Board of Directors, at its first meeting after each annual meeting of shareholders, will elect the officers, none of whom need be a member of the Board of Directors.

Section 5.3 Other Officers and Agents. The Board of Directors may also elect and appoint such other officers and agents as it deems necessary, who will be elected and appointed for such terms and will exercise such powers and perform such duties as may be determined from time to time by the Board of Directors.

Section 5.4 Compensation. The compensation of all officers and agents of the Corporation will be fixed by the Board of Directors or any committee of the Board of Directors, if so authorized by the Board of Directors.

Section 5.5 Term of Office and Removal. Each officer of the Corporation will hold office until the next succeeding annual meeting of the Board and until their respective successors are elected and shall qualify, his death, his resignation or removal from office, or the election and qualification of his successor, whichever occurs first. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, for or without cause, by the affirmative vote of a majority of the entire Board of Directors, but such removal will not prejudice the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 5.6 Employment and Other Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances. The Board of Directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive employment contracts that will have terms no longer than ten (10) years and contain such other terms and conditions as the Board of Directors deems appropriate. Nothing herein will limit the authority of the Board of Directors to authorize employment contracts for shorter terms.

Section 5.7 Chairman of the Board of Directors. If the Board of Directors has elected a Chairman of the Board, he will preside at all meetings of the shareholders and the Board of Directors. Except where by law the signature of the President is required, the Chairman will have the same power as the President to sign all certificates, contracts and other instruments of the Corporation. During the absence or disability of the President, the Chairman will exercise the powers and perform the duties of the President.

Section 5.8 President. The President will be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors, will supervise and control all of the business and affairs of the Corporation. He will, in the absence of the Chairman of the Board, preside at all meetings of the shareholders and the Board of Directors. The President will have all powers and perform all duties incident to the office of President and will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 5.9 Vice Presidents. Each Vice President will have the usual and customary powers and perform the usual and customary duties incident to the office of Vice President, and will have such other powers and perform such other duties as the Board of Directors or any committee thereof may from time to time prescribe or as the President may from time to time delegate to him. In the absence or disability of the President and the Chairman of the Board, a Vice President designated by the Board of Directors, or in the absence of such designation the Vice Presidents in the order of their seniority in office, will exercise the powers and perform the duties of the President.

Section 5.10 Secretary. The Secretary will attend all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary will perform like duties for the Board of Directors and committees thereof when required. The Secretary will give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors. The Secretary will keep in safe custody the seal of the Corporation. The Secretary will be under the supervision of the President. The Secretary will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.

Section 5.11 Assistant Secretaries. The Assistant Secretaries in the order of their seniority in office, unless otherwise determined by the Board of Directors, will, in the absence or disability of the Secretary, exercise the powers and perform the duties of the Secretary. They will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to them.

Section 5.12 Treasurer. The Treasurer will have responsibility for the receipt and disbursement of all corporate funds and securities, will keep full and accurate accounts of such receipts and disbursements, and will deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer will render to the Directors whenever they may require it an account of the operating results and financial condition of the Corporation, and will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him.

Section 5.13 Assistant Treasurers. The Assistant Treasurers in the order of their seniority in office, unless otherwise determined by the Board of Directors, will, in the absence or disability of the Treasurer, exercise the powers and perform the duties of the Treasurer. They will have such other powers and perform such other duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to them.

Section 5.14 Bonding. The Corporation may secure a bond to protect the Corporation from loss in the event of defalcation by any of the officers, which bond may be in such form and amount and with such surety as the Board of Directors may deem appropriate.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 6.1 Form of Certificates. Certificates, in such form as may be determined by the Board of Directors, representing shares to which shareholders are entitled, will be delivered to each shareholder. Such certificates will be consecutively numbered and entered in the stock book of the Corporation as they are issued. Each certificate will state on the face thereof the holder's name, the number, class of shares, and the par value of such shares or a statement that such shares are without par value. They will be signed by the Chairman or Vice Chairman of the Board of Directors or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar, either of which is other than the Corporation or an employee of the Corporation, the signatures of the Corporation's officers may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on such certificate or certificates, ceases to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation or its agents, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 6.2 Lost Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed and lodge the same with the Secretary of the Corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the Corporation not exceeding an amount

double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the Corporation), a new certificate may be issued of the same tenor and representing the same number, class and series as were represented by the certificate alleged to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it may require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after such holder has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer of a new certificate.

Section 6.3 Transfer of Shares. Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Certificate of Incorporation or authorized therein, shares of stock will be transferable only on the books of the Corporation by the holder thereof in person or by such holder's duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer [and payment of all taxes therefore], it will be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6.4 Transfer Agent. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the Corporation shall act as transfer agent of the certificates representing the shares of stock of the Corporation. He shall maintain a stock transfer book, the stubs in which shall set forth among other things, the names and addresses of the holders of all issued shares of the Corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. Subject to Section 2.3, the names and addresses of the shareholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the shareholders of record and as such entitled to receive notice of the meetings of shareholders; to vote at such meetings; to examine the list of the shareholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the Corporation. Each shareholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the Corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book.

Section 6.5 Registered Shareholders. The Corporation will be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, subject to the provisions of the Texas Business Corporation Act and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to receive payment of any dividend, such record date to be not more than [fifty (50)] days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than [fifty
(50)] days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend will be the record date.

Section 7.2 Reserves. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the Directors from time to time, in their discretion, deem proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the Directors may deem beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved will not be available for the payment of dividends or other distributions by the Corporation.

Section 7.3 Telephone and Similar Meetings. Shareholders, Directors and committee members may participate in and hold meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in such a meeting will constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting had not been lawfully called or convened.

Section 7.4 Books and Records. The Corporation will keep correct and complete books and records of account and minutes of the proceedings of its shareholders and Board of Directors, and will keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.

Section 7.5 Fiscal Year. The fiscal year of the Corporation will be fixed by resolution of the Board of Directors.

Section 7.6 Seal. The Corporation may have a seal, and such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of the Corporation will have authority to affix the seal to any document requiring it.

Section 7.7 Indemnification. The Corporation will indemnify its Directors to the fullest extent permitted by the Texas Business Corporation Act and may, if and to the extent authorized by the Board of Directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever.

Section 7.8 Insurance. The Corporation may at the discretion of the Board of Directors purchase and maintain insurance on behalf of the Corporation and any person whom it has the power to indemnify pursuant to law, the Articles of Incorporation, these Bylaws or otherwise.

Section 7.9 Resignation. Any Director, officer or agent may resign by giving written notice to the President or the Secretary. Such resignation will take effect at the time specified therein or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.

Section 7.10 Amendment of Bylaws. These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting.

Section 7.11 Invalid Provisions. If any part of these Bylaws is held invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, will be valid and operative.

Section 7.12 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation.

Exhibit 5.1

Colbert Johnston LLP
Attorneys and Counselors at Law

April 10, 2008

MB Software Corporation
777 Main Street, Suite 3100
Fort Worth, Texas 76102

Ladies and Gentlemen:

This firm has acted as counsel for MB Software Corporation, a Texas corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-1 (the "Registration Statement"), in connection with the proposed offering of an aggregate of aggregate of 3,993,104 shares of the Company's common stock, $.001 par value per share ("Common Stock"), of which 1,286,207 shares are issued and outstanding, and 2,706,897 shares are issuable upon exercise of outstanding notes and warrants (the "Notes and Warrants"). Unless otherwise defined herein, capitalized terms used and not herein defined have the respective meaning given such term in the Registration Statement.

In reaching the opinions set forth herein, this firm has reviewed the Company's Articles of Incorporation and Bylaws, minutes of the meetings of the Company's Board of Directors, certificates of public officials, and other matters that this firm deemed relevant.

Based on the foregoing, we are of the opinion that (a) the 1,286,207 shares of issued and outstanding Common Stock have been duly authorized, and are validly issued, fully paid and non-assessable; and (b) the 2,706,897 shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants have been duly authorized and, when issued upon such exercise in accordance with the terms of the Notes and Warrants and following receipt by the Company of the consideration therefor, shall be duly and validly issued, fully paid and nonassessable.

The opinion expressed above is subject to the following assumptions, exceptions, and qualifications: (a) all information contained in all documents reviewed by this firm is true and correct, (b) all signatures on all documents reviewed by this firm are genuine, (c) all documents submitted to this firm as originals are true and complete, (d) all documents submitted as copies are true and complete copies of the originals thereof, (e) each natural person signing any document reviewed by this firm had the legal capacity to do so, (f) each person signing in a representative capacity any document reviewed by this firm

6021 Morriss Road, Suite 101, Flower Mound, Texas 75028 Phone: (972) 724-3338 o Fax: (972) 724-1922

MB Software Corporation
April 10, 2008

Page 2

had authority to sign in such capacity, and (d) the laws of any jurisdiction other than Texas that govern any of the documents reviewed by this firm do not modify the terms that appear in any such document.

The opinions expressed above are limited to the laws of the State of Texas and the federal laws of the United States of America. We assume no obligation to inform you of any facts, circumstances, events or changes in the law that may hereafter be brought to our attention that may alter, affect or modify the opinion expressed herein.

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, this firm does not thereby admit that it comes within the category of persons whose consent is required under section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Colbert Johnston LLP

COLBERT JOHNSTON LLP

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is entered into as of December 28, 2007, by and between MB Software Corporation, a Texas corporation (the "Company") and Keystone Equity Partners ("Keystone").

BACKGROUND:

A. Keystone has or has acquired approximately $1,500,000 of obligations (the "Debt")owed by the Company to HEB, L.L.C., a Nevada limited liability company, and its affiliates.

C. Keystone desires to exchange the Debt for 490.196 shares of the Company's Series A Convertible Preferred Stock, $10.00 par value per share (the "Series A Preferred Stock").

AGREEMENTS

In consideration of the forgoing and the promises and agreements contained herein, the parties hereby agree as follows:

(a) Purchase and Sale of the Shares. Keystone agrees to purchase from the Company, and the Company agrees to sell and transfer to Keystone, 490.196 shares (the "Shares") of Series A Preferred Stock in exchange for the cancellation of the Debt. The closing of the purchase and sale of the Shares shall be consummated on or before January 1, 2008.

2. Keystone's Representations. Keystone hereby represents, warrants and acknowledges and agrees with Keystone as follows:

(a) Keystone represents and warrants to the Company that Keystone is acquiring the Shares for its own account and for the purpose of investment and not with a view to any distribution or resale and that in taking unregistered securities, it must continue to bear the economic risk of its investment for an indefinite period of time because of the fact that such Shares have not been registered under the Act (defined below), or any state securities acts.

(b) Keystone has received all information it considers necessary or advisable to make a decision concerning the purchase of the Shares, and has had an opportunity to review all documents relating to the Company that the Keystone deems necessary in its decision to purchase the Shares.

(c) Keystone or Keystone's representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to

enable it to utilize the information made available to Keystone to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto.

(d) Keystone recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Shares. Keystone further recognizes that no Federal or state agencies has made any finding or determination as to the fairness of this investment or any recommendations or endorsement of the Shares.

3. Restrictions on Common Stock.

(a) Keystone acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state or other securities laws ("State Acts"). Keystone understands further that in the absence of an effective registration statement, the Shares can only be sold pursuant to some exemption from registration, such as Rule 144 of the Act. Keystone will not sell, assign, transfer or otherwise dispose of the Shares unless they are registered under the Act and any applicable State Act or pursuant to available exemptions from such registration.

(b) Keystone acknowledges that each certificate representing the Shares shall contain a legend substantially in the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE HOLDER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.

4. Understandings. The parties further acknowledge and agree as follows:

(a) The Company acknowledges that the trading price of the Shares on the OTCBB may rise as a result of currently planned actions or announcements taken or made by the Company subsequent to the execution of this Agreement. Notwithstanding the foregoing, in no event will the Company have any right to terminate this Agreement, rescind the Company's obligation to sell the Shares to Keystone hereunder, or otherwise make any claim against Keystone as a result or consequence of such rise in share price.

(b) No person or entity acting on behalf, or under the authority, of the Company is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Agreement.

(c) The sale of the Shares pursuant to this Agreement is intended to be exempt from registration under the securities laws of certain U.S. States. There can be no assurance that Keystone will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the exempt status under
Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill certain investor suitability requirements.

(d) THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SHARES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS OF TEXAS AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

5. Miscellaneous.

(a) Except as set forth elsewhere herein, any notice or demand to be given or served in connection herewith shall be deemed to be sufficiently given or served for all purposes by being sent as registered or certified mail, return receipt requested, postage prepaid, in the case of the Company, addressed to it at the address set forth below:

If to Keystone:            Keystone Equity Partners
                           5125 Stephanie Drive
                           Fort Worth, Texas 76117

If to the Company:         MB Software Corporation
                           777 Main Street, Suite 3100
                           Fort Worth, Texas 76102

Either party may change its address for notices under this Agreement by written notice to the other party of such new address, delivered pursuant to this
Section 5(a).

(b) This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Texas, and shall be binding upon the Company, the Company's heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company and its successors and assigns. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed to be modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(c) In any action, proceeding or counterclaim brought to enforce any of the provisions of this Agreement or to recover damages, costs and expenses in connection with any breach of the Agreement, the prevailing party shall be entitled to be reimbursed by the opposing party for all of the prevailing party's attorneys' fees, costs and other out-of-pocket expenses incurred in connection with such action, proceeding or counterclaim.

(d) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

The Parties hereto have executed this Asset Purchase Agreement as of the date first above written.

KEYSTONE EQUITY PARTNERS                    MB SOFTWARE CORPORATION





By: /s/ Thomas B. Blanton                   By: /s/ Scott Haire
    ---------------------                       ---------------
Name: Thomas B. Blanton                     Name: Scott Haire, President
Title: President

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 for MB Software Corporation, of our report dated March 28, 2008, relating to the December 31, 2007 financial statements of MB Software Corporation, which appears in such Prospectus. We also consent to the reference to us under the heading "Experts".

/s/ Pritchett, Siler & Hardy, P.C.
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PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
April 10, 2008