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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2004
                   -------------------------------------------

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the transition period from _________ to _________


                         Commission File Number 0-11808

                             MB SOFTWARE CORPORATION
             (Exact name of Registrant as specified in its charter)

            Texas                                        59-2220004
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2225 E. Randol Mill Road Suite 305, Arlington, Texas             76011-6306
--------------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (817) 633-9400

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

        Title of Each Class     Name of Each Exchange on Which Registered
        -------------------     -----------------------------------------
             Common                     OTC BULLETIN BOARD

           Securities registered pursuant to Section 12(g) of the Act:
                 Common Stock $ .001 par value (Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's  revenues for its most recent  fiscal year:  $85,019.00.  The aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
computed  by  reference  to the price at which the common  equity was sold as of
March 31, 2005 was approximately $ 457,788.00.

As of March 31, 2005,  14,921,432  shares of the Issuer's $.001 par value common
stock were outstanding.

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


<PAGE>

                             MB SOFTWARE CORPORATION
                                   Form 10-KSB
                      For the Year Ended December 31, 2004


                                                                            Page
                                                                            ----

 ITEM 1.  BUSINESS  ...........................................................1

 ITEM 2.  PROPERTIES...........................................................7

 ITEM 3.  LEGAL PROCEEDINGS....................................................7

 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................7

 ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                 SHAREHOLDER MATTERS...........................................7

 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............8

 ITEM 7.  FINANCIAL STATEMENTS ................................................9

 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.................................9

 ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
           AND CONTROL PERSONS................................................10

 ITEM 10. EXECUTIVE  COMPENSATION.............................................11

 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT..................................................12

 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................13

 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................13

ITEM 14.  CONTROLS AND PROCEDURES.............................................14





<PAGE>

                                     PART 1

Item 1.  Business


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.

The  Company's  current  focus is  developing  and  marketing  products  for the
advanced  wound care market,  as pursued  through Wound Care  Innovations,  LLC,
Wound Care a wholly  owned  subsidiary  that we acquired,  effective  August 20,
2004, 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 the majority owner and 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.

Wound Care Wound  Care owns  certain  exclusive  and  nonexclusive  distribution
rights to  CellerateRx(TM)  products,  a collagen-based  wound care product line
based upon a patented  molecular  form of collagen.  Wound  Care's  distribution
rights  for  these  product  are  exclusive  in the  domestic  medical,  retail,
government  and first aid human use wound  care  markets,  as well as in several
international  markets.  Our  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 our  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  our  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.  During  2005,  we hope to  formally  launch  our
products into the US healthcare market, and select international markets.

In addition to the distribution  rights for CellerateRX,  Wound Care also has an
option to purchase the patent and related intellectual  property relevant to the
technology underlying the development of these products.

We are still in the  early  stage of our  development  and we will have to raise
additional capital,  either through the sale of equity or through debt financing
to meet its contractual obligations, and continue operations.

Wound Care Industry
-------------------

The US wound care market is  currently  estimated  at six billion  dollars,  and
serves  between three to five million  patients  annually with wounds  resulting
from diabetes,  arterial insufficiency,  pressure caused by immobility and other
causes. This market is currently estimated to be growing at 10% per year.

The wound  care  market  in the US is made up of  healthcare  professionals  and
organizations who provide care for those with wounds,  durable medical equipment
companies that supply ambulatory  patients with products,  and product companies
which market drugs,  devices, and methodologies to healthcare  organizations and
patients.  Presently,  Wound  Care  focuses  strictly  on  sales  and  marketing
activities  directed toward  professionals  and  organizations  that will either
resell  our  products  or use them in the  course of  treating  their  patient's
wounds.



                                       1
<PAGE>

Within the wound care products market, there are two typical groups of products:
drugs and  devices.  Our  products  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 our products  allows our 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.

Competition
-----------

The wound care  market is  comprised  of a number of large,  multi-product  line
companies  offering a suite of products to the market. Our 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
that we do. Consequently,  we will be at a competitive disadvantage in marketing
and selling our products into the  marketplace.  We believe,  however,  that our
patented molecular form of collagen 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.

General Business Plan
---------------------

The  Company's  general  business plan is to introduce  CellerateRX  products to
select national and regional  healthcare  provider  organizations,  and focus on
geographically-targeted  marketing.  Our  products are  currently  being used by
providers  of all  types,  and are  getting  to  market  through  a  variety  of
distribution  channels.  Our 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
--------

CellerateRX  Gel and Powder are our two primary  products  for the  professional
healthcare  market.  Both products contain the patented form of collagen and can
be used on a variety of wounds,  wound states,  and phases.  We believe that the
spectrum  of use  of our  products  allows  us to  market  to a  wide  range  of
customers,  and  enables  us to pursue  relationships  with  compatible  product
companies for potential joint marketing activities. Our products are sold in gel
and  powder  form in a  variety  of  configurations.  Both  products  are  sold,
physician ordered, and reimbursed (when applicable) by the gram.

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 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.

Applied  Nutrituionals  is  our  exclusive  supplier  of  products.   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.



                                       2
<PAGE>

R & D
-----

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 will develop derivative
products,  utilizing  the  patented  form of  collagen,  for other  markets  and
applications.

Clinical Studies
----------------

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  during the
second quarter of 2005.


Risk Factors
------------

We have sought to identify what we believe to be the most  significant  risks to
our business. However, we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors  before making an investment  decision with respect to our Common Stock.
We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business. These are factors that
we think  could  cause our actual  results to differ  materially  from  expected
results. Other factors besides those listed here could affect us.

Lack of Operating History
-------------------------

We acquired Wound Care in August of 2004. Thus, we have only a limited operating
history with which you can evaluate our current business model and our prospects
and the  historical  financial  data may be of limited value in  evaluating  our
future revenue and operating expenses.  Further, you may lose your investment if
we are unable to  successfully  market our services and  implement  our business
plan. We have not been profitable to date.  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.

Inability to Obtain Funding
---------------------------

We may not be able to obtain additional  funding when needed,  which could limit
future  expansion and marketing  opportunities,  as well as result in lower than
anticipated   revenues.   We  may  require   additional   financing   to  pursue
relationships  with other  business  opportunities.  If the market  price of the
common stock declines,  some potential  financiers may either refuse to offer us
any  financing or will offer  financing  at  unacceptable  rates or  unfavorable
terms. If we are unable to obtain  financing on favorable terms, or at all, this
unavailability  could  prevent  us from  expanding  our  business,  which  could
materially impact our future potential revenues.

Sole Source of Products
-----------------------

Applied  Nutritionals  holds the patent to, and is currently  the sole source of
our  products.  In the event  Applied  Nutritionals  was not able to fulfill our
product  orders,  we would be prevented  from marketing and selling our products
into the market and we would be unable to conduct business.

Continued Control by Existing Management
----------------------------------------

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  83.63% of the 14,921,432 shares of our outstanding  common stock.
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.


                                       3
<PAGE>

Unknown Product and Brand
-------------------------

Although our products have performed exceptionally well in customer evaluations,
and on a continual  basis in the field,  Wound Care is an 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.

Single Product Line
-------------------

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.

Changes in Reimbursement Policies
---------------------------------

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.  Adjustments  to  our
reimbursement  amounts under  Medicare's  reimbursement  policies  could have an
adverse effect on our ability to pursue market opportunities.

User resistance
---------------

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 often required clinical
studies demonstrating  specific performance  capabilities of new products. We do
not have results from controlled clinical studies..

Regulations
-----------

The FDA has cleared  these devices for specific  indications,  and generally has
wide experience in evaluating collagen-based products. If the FDA were to change
its policy on collagen  for any reason,  we would  likely be required to conduct
and submit data to satisfy additional requirements.

Competition
-----------

Competition  in the wound  care  market is heavy  among a vast  array of medical
devices, drugs, and therapies. Most of our competitors are very well capitalized
and will continue to compete  aggressively.  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.

Dividends
---------

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 his 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.



                                       4
<PAGE>

Applicable SEC rules  governing the trading of "Penny Stocks" limits the trading
and  liquidity of our common  stock,  which may affect the trading  price of our
common stock.

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,


                                       5
<PAGE>

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.

Future sales of large amounts of common stock could adversely  effect the market
price of our common stock and our ability to raise capital.
-----------------------------------------------------------

Future sales of our common stock by existing  stockholders  pursuant to Rule 144
under the  Securities  Act of 1933,  or following  the exercise of future option
grants,  could  adversely  affect the  market  price of our  common  stock.  Our
directors and executive  officers and their family  members are not under lockup
letters or other forms of  restriction  on the sale of their common  stock.  The
issuance of any or all of these additional  shares upon exercise of options will
dilute the voting power of our current stockholders on corporate matters and, as
a result,  may cause the market price of our common stock to decrease.  Further,
sales of a large  number of shares of common  stock in the public  market  could
adversely  affect the  market  price of the  common  stock and could  materially
impair our future  ability to generate  funds  through  sales of common stock or
other equity securities.

Dependence on Executive Officers and Technical Personnel
--------------------------------------------------------

The success of our business plan depends on attracting qualified personnel,  and
failure to retain the necessary  personnel could adversely  affect our business.
Competition for qualified  personnel is intense,  and we may need to pay premium
wages to attract  and  retain  personnel.  Attracting  and  retaining  qualified
personnel  is  critical  to our  business.  Inability  to attract and retain the
qualified  personnel necessary would limit our ability to implement our business
plan successfully.

Adverse Effect of Shares Eligible for Future Sale
-------------------------------------------------

Future sales of large amounts of common stock could adversely  affect the market
price of our common stock and our ability to raise capital.  Future sales of our
common stock by existing  stockholders pursuant to Rule 144 under the Securities
Act, or following the exercise of outstanding  options,  could adversely  affect
the  market  price of our common  stock.  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.  Our directors and executive officers and their family members
are not under lockup  letters or other forms of restriction on the sale of their
common  stock.  The  issuance  of any or all of  these  additional  shares  upon
exercise of options will dilute the voting power of our current  stockholders on
corporate  matters  and, as a result,  may cause the market  price of our common
stock to decrease. Further, sales of a large number of shares of common stock in
the public  market could  adversely  affect the market price of the common stock
and could  materially  impair our future ability to generate funds through sales
of common stock or other equity securities.

Potential Fluctuations in Quarterly Results
-------------------------------------------

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.


                                       6
<PAGE>

Employees
---------

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

Reports to Security Holders
---------------------------

The Company is required to deliver  period and other  reports to the  Securities
and  Exchange  Commission  ("Commission").  The  public  may  read  and copy any
materials that are filed by the Company with the Commission at the  Commission's
Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The
public may obtain  information on the operation of the Public  Reference Room by
calling the Commission at 1-800-SEC-0330.  The statements and forms filed by the
Company with the Commission have been filed electronically and are available for
viewing  or  copy on the  Commission  maintained  Internet  site  that  contains
reports,  proxy, and information  statements,  and other  information  regarding
issuers that file electronically  with the Commission.  The Internet address for
this site can be found at: http://www.sec.gov.

ITEM 2. PROERTIES

The Company's principal executive office is located at 2225 E. Randol Mill Road,
Suite 305, Arlington, TX 76011. These offices contain approximately 1,979 square
feet and are leased for a 3 year term expiring  February 28, 2008. Rental on our
executive  offices is  $2,790.00  per month.  Wound Care's  principal  office is
located at 790 E Broward  Blvd,  Suite 300,  Fort  Lauderdale,  FL 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 $3,893.65 per month.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matter  was  submitted  to a  vote  of the  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth quarter ended December
31, 2004.

                                     PART II

ITEM 5. MARKET 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.




                                       7
<PAGE>



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

           --------- ---------------------- ------------ -----------
           YEAR      QUARTER ENDING         HIGH         LOW
           --------- ---------------------- ------------ -----------
           2003      March 31, 2003*        $0.01        $0.01
           --------- ---------------------- ------------ -----------
                     June 30, 2003*         $0.01        $0.01
           --------- ---------------------- ------------ -----------
                     September 30, 2003*    $0.01        $0.01
           --------- ---------------------- ------------ -----------
                     December 31, 2003*     $0.01        $0.01
           --------- ---------------------- ------------ -----------
           2004      March 31, 2004         $1.02        $1.00
           --------- ---------------------- ------------ -----------
                     June 30, 2004          $1.03        $1.01
           --------- ---------------------- ------------ -----------
                     September 30, 2004     $1.40        $1.05
           --------- ---------------------- ------------ -----------
                     December 31, 2004      $1.25        $0.85
           --------- ---------------------- ------------ -----------

*does not reflect split adjusted price resulting from 100:1 reverse stock split
effective June 24, 2002.

Record Holders
--------------

As of December 31, 2004, there were  approximately  2000  shareholders of record
holding a total of 14,921,432  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.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION

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

The  Company  currently  has limited  business  operations,  maintaining  leased
offices in Arlington, TX, and Fort Lauderdale,  FL. All major business functions
are performed by our subsidiary, Wound Care Innovations.  Although Wound Care is
a distributor  of our products,  it is also  responsible  for product  packaging
development,  packaging materials,  and coordination of all processes except the
actual  manufacturing of the product.  Wound Care also conducts other activities
that  are  typical  of a  product  distributor  and  include  sales,  marketing,
customers  service,  and customer  support.  All of these activities are run and
managed out of Wound Care's Fort Lauderdale offices.

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



                                       8
<PAGE>

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 who 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  staff 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.

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

The Company currently has limited resources to maintain its current operations,
secure more inventory, and meet its contractual obligations. Additional capital
must be raised immediately through equity or debt offerings. If we are unable to
obtain additional capital, we will be unable to operate our business.

Going Concern
-------------

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

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
no 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.

ITEM 7.     FINANCIAL STATEMENTS

The financial statements of the Company are filed as an exhibit hereto.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A.   CONTROLS AND PROCEDURES

The chief executive  officer and the principal  financial officer of the Company
have  concluded  based on their  evaluation as of a date within 90 days prior to
the date of the filing of this Report,  that the Company's  disclosure  controls
and procedures are effective to ensure that information required to be disclosed
by the Company in the reports filed or submitted by it under the  Securities Act


                                       9
<PAGE>

of 1934, as amended, is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms, and include  controls and procedures  designed to ensure that information
required to be disclosed by the  Commission in such reports is  accumulated  and
communicated  to  the  Company's   management,   including  the  president,   as
appropriate to allow timely decisions regarding required disclosure.

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

PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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            40      Chairman, Chief Executive
                                  Officer, President  and Director    1993

Gilbert A. Valdez         61      Director                            1996

Araldo A. Cossutta        80      Director                            1994

Steven W. Evans           54      Director                            1994

Robert E. Gross           60      Director                            1994

Thomas J. Kirchhofer      64      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.  All of our  directors  have agreed to remain until the 2005
annual meeting.

Scott A. Haire is Chairman of the Board,  Chief Executive  Officer and President
of the Company.  Prior to founding MedBanc Data 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 is 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 and President of Evans Phillips
& Co., PSC, an accounting firm which he established in 1976 in Barbourville  and
Middlesboro,  Kentucky.  He is also a founder and active in PTRL, which operates
contract research laboratories located in Kentucky,  North Carolina,  California
and Germany. He is also a founder and active in the management of environmental,
financial and hotel corporations in Kentucky and Tennessee.



                                       10
<PAGE>

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.

Compensation of Directors
-------------------------

The Company's  directors are not currently  compensated  for their services as a
director of the Company and are not currently reimbursed for out-of-pocket costs
incurred in attending meetings.

Board of Directors Committees
-----------------------------

The  board  of  directors  has not  yet  established  an  audit  committee  or a
compensation  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 board of directors has not yet established a compensation committee.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Based  solely upon a review of Forms 3, 4 and 5 furnished  to the  Company,  one
transaction  conducted  by each of Messrs.  Haire,  Cossutta  and Evans that was
required to be reported by Section 16(a) of the Securities Exchange Act of 1934,
was reported late during the period ended December 31, 2004.

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.

ITEM  10.  EXECUTIVE COMPENSATION

Executive Compensation
----------------------

Except as set forth below, no compensation in excess of $100,000 was awarded to,
earned  by, or paid to any  executive  officer of the  Company  during the years
2004,  2003, and 2002. 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.











                                       11
<PAGE>
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

----------------------- ------------------------------------- -------------------------------------------------------
                                Annual Compensation                           Long Term Compensation
----------------------- ------------------------------------- -------------------------------------------------------
                                                                        Awards                      Payouts
------------------------------------------------------------- ---------------------------- --------------------------
                                                    Other      Restricted    Securities
Name and                                           Annual        Stock       Underlying      LTIP        All Other
Principal                  Salary       Bonus    Compensation   Award(s)       Options      payouts    Compensation
Position           Year      ($)         ($)         ($)          ($)          SARs(#)        ($)          ($)
--------------- -------- ------------ ---------- ------------ ------------- -------------- ---------- ---------------
<S>             <C>      <C>          <C>        <C>          <C>           <C>            <C>        <C>
Scott A. Haire     2004       -0-         -           -            -              -            -            -
                   2003       -0-         -           -            -              -            -            -
                   2002   $ 60,000        -           -            -              -            -            -
--------------- -------- ------------ ---------- ------------ ------------- -------------- ---------- ---------------
</TABLE>


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth certain  information  concerning the ownership of
the  Company's  common  stock as of March 31,  2005,  with  respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the  Company's  common stock;  (ii) all  directors;  and (iii)  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.

As of December 31, 2004, there were 14,921,432 shares of common stock issued and
outstanding.

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

Common      Scott A. Haire(2)                         7,181,403          55.55%

Common      Araldo A. Cossutta                        4,280,000          34.30%

Common      Steven W. Evans                           1,015,000           8.13%
Common      Thomas J. Kirchhofer                         -                 -

Common      Robert E. Gross                              -                 -

Common      Gilbert Valdez                                3,000            .02%

Common      All Directors and Executive Officers
                  As a Group (six in number)         12,479,403          83.63%

(1)  Unless  otherwise  noted,  the address for each person or entity  listed is
     2225 E. Randol Mill Road, Suite 305, Arlington, Texas, 76011.
(2)  6,916,403  shares held by HEB,  LLC. Mr.  Haire is the managing  member and
     majority  owner of HEB,  LLC, and as such,  is deemed to be the  beneficial
     owner of such shares.














                                       12
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective August 20, 2004, we acquired Wound Care Innovations,  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 the majority owner and 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.

Effective November 10, 2003, the Company acquired MB Holding Corporation through
a merger  transaction,  for an aggregate of  5,000,000  shares of the  Company's
common stock.  Messrs.  Haire and  Cossutta,  were the sole owners of MB Holding
Corporation.  In connection  with the  acquisition,  Mr. Steve Evans,  on of the
Company's  directors,  received a portion of the 5,000,000  shares issued in the
acquisition.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.
         ---------

         Exhibit No.


         10.1     Agreement and Plan of Merger, dated as of November 10, 2003 by
                  and among MBH Acquisition,  Inc., MB Software Corporation,  MB
                  Holding Corporation, and all of the stockholders of MB Holding
                  Corporation.  (incorporated  by  reference  to  the  Company's
                  Current  Report  on Form 8-K,  filed  with the  commission  on
                  November 21, 2003)

         10.3     Agreement  and Plan of Merger,  dated as of August 20, 2004 by
                  and  among   Wound  Care   Innovations,   LLC,   MB   Software
                  Corporation,  WCare Acquisitions,  LLC, H.E.B., LLC and Araldo
                  A. Cossutta.  (incorporated by reference to the Company's Form
                  10-QSB for the fiscal quarter ended September 30, 2004)

         10.4     Settlement and Compromise  Agreement,  dated December 31, 2004
                  by and among MB Holding  Corporation,  MB Software Corporation
                  and Wound Care Innovations,  LLC (incorporated by reference to
                  the Company's  Form 10-KSB for the fiscal year ended  December
                  31, 2004

         31.1     Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer in accordance with 18 U.S.C.  Section 1350,
                  as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*

         32.1     Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer in accordance with 18 U.S.C.  Section 1350,
                  as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*

*  Filed herewith

         (b)      Reports on Form 8-K.  None.
                  --------------------
                  The  Company  filed one  Current  Report on Form 8-K on , 2004
                  reporting  the  acquisition  of Wound Care  Innovations  under
                  Items 1.01. 2.01, 3.02 and 9.01, of such Report.





                                       13
<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Clancy and Co., P.L.L.C.  served as the Company's independent public
accountants  for the  years  ended  December  31,  2004 and  2003.  The Board of
Directors  of the  Company,  in its  discretion,  may dirct the  appointment  of
different  public  accountants at any time during the year if the Board believes
that a change would be in the best interests of our  stockholders.  The Board of
Directors has considered the audit fees,  audit-related fees, tax fees and other
fees paid the Company's accountants, as disclosed below, and determined that the
payment of such fees is compatible  with  maintaining  the  independence  of the
accounts.

Set  forth  below is a  summary  of the  fees  paid to the  Company's  principal
accountants for the past two years for the professional  services  performed for
the Company. Audit Fees

The aggregate fees billed by Clancy and Co., P.L.L.C. for professional  services
rendered for the audit of the Company

The Audit fees  billed by Clancy and Co.,  P.L.L.C.  for  professional  services
rendered  for the audit fot he Company's  annual  financial  statements  on Form
10-KSB and the reviews of the  financial  statements  included in the  Company's
From 10-QSB's for the fiscal years ended  December 31, 2004 and 2003 was $27,150
and $20,650 respectively.

Audit-Related Fees- None

Tax Fees - None

All Other Fees- None

Audit Committee Pre-Approval Policies and Procedures

The Company does not currently have and Audit Committee.  The Company's  current
policy is the Board of Directors  pre-approve  all audit and non-audit  services
that are to be performed  and fees to be charged by our  independent  auditor or
assure that the provision of these services does not impair the  independence of
such auditor. The Board of Directors  pre-approve all audit services and fees of
our  independent  auditor for the years ended  December  31, 2004 and 2003.  Our
independent auditors did not provide us with any non-audited services during the
period indicated above.


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 14th day of April 2004.

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Signature              Title                                      Date
---------              -----                                      ----

/s/ Scott A. Haire     CEO, President, Chairman and Principal
------------------     Financial Officer                          April 15, 2005
Scott A. Haire






                                       14
<PAGE>

                                INDEX TO EXHIBITS


(a)      Exhibits

         31.1     Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer in accordance with 18 U.S.C.  Section 1350,
                  as adopted by Section 302 of the Sarbanes-Oxley Act of 2002

         32.1     Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer in accordance with 18 U.S.C.  Section 1350,
                  as adopted by Section 906 of the Sarbanes-Oxley Act of 2002






















                                       15
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                   Index to Consolidated Financial Statements
--------------------------------------------------------------------------------


Report of Independent Registered Public Accounting Firm......................F-2

Consolidated Balance Sheet...................................................F-3

Consolidated Statements of Operations........................................F-4

Consolidated Statements of Changes in Stockholders' Equity...................F-5

Consolidated Statements of Cash Flows........................................F-6

Notes to the Consolidated Financial Statements........................F-7 - F-15
















                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Stockholders of
MB Software Corporation

We have  audited  the  accompanying  consolidated  balance  sheet of MB Software
Corporation,  a  Texas  Corporation,  and  Subsidiaries  (the  "Company")  as of
December  31,  2004,  and the related  consolidated  statements  of  operations,
changes in stockholders'  equity and cash flows for the preceding two years then
ended.  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 audits.

We conducted  our audit in  accordance  with the  standards  established  by 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 consolidated financial statements are free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the consolidated 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 audit of the consolidated  financial  statements  provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of December 31, 2004,  and the results of their  operations and their
cash flows for the preceding two years then ended,  in conformity with generally
accepted accounting principles in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial  statements,  the  Company  has  incurred  recurring  losses and has a
significant accumulated deficit. These factors raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these  matters  are also  discussed  in Note 2.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Clancy and Co., P.L.L.C.
Phoenix, Arizona

March 31, 2005



                                      F-2
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

--------------------------------------------------------------------------------
ASSETS
Current Assets
   Cash                                                            $      7,889
   Accounts receivable                                                   20,086
   Inventory                                                             95,300
   Due from related parties                                               9,538
                                                                   ------------
Total current assets                                                    132,813

Fixed assets, net                                                        54,919

Security deposits                                                        15,694
                                                                   ------------

Total Assets                                                       $    203,426
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                                                $     97,662
   Accrued liabilities                                                   54,234
   Obligation under capital lease - current portion                       4,092
                                                                   ------------
Total current liabilities                                               155,988

Long-term liabilities
   Obligation under capital lease - noncurrent portion                    6,240
                                                                   ------------

Total Liabilities                                                       162,228

Stockholders' Equity
   Preferred stock, $10 par value, 5,000,000 shares authorized;
      issued and outstanding none                                          --
   Common stock:  $0.001 par value;  20,000,000 shares authorized;
      issued and outstanding: 14,921,432                                 14,921
   Stock subscription                                                   221,971
   Additional paid-in capital                                        15,160,749
   Accumulated deficit                                              (15,344,404)
                                                                   ------------
                                                                         53,237
   Less: treasury stock, at cost;  4,089 shares                         (12,039)
                                                                   ------------
Total stockholders' equity                                               41,198
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $    203,426
                                                                   ============







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

                                      F-3
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

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

                                                         2004           2003
                                                     -----------    -----------
Revenues                                             $    85,019    $      --
Cost of revenues                                          79,558           --
                                                     -----------    -----------
Gross margin                                               5,461           --

Selling, general and administrative                     (306,560)       (44,911

Impairment loss                                       (5,827,761)          --
                                                     -----------    -----------

Loss from operations                                  (6,128,860)       (44,911)

Interest expense                                          (7,765)          --
                                                     -----------    -----------

Loss before provision for income taxes                (6,136,615)       (44,911)

Provision for income taxes                                  --             --
                                                     -----------    -----------

Loss from continuing operations                       (6,136,625)       (44,911)

Discontinued operations
   Operating loss                                       (158,710)      (383,069)
                                                     -----------    -----------

Net loss                                             $(6,295,335)   $  (427,980)
                                                     ===========    ===========



Basic and diluted loss per share:
   Continuing operations                             $     (0.67)   $     (0.03)
   Discontinued operations                                 (0.02)         (0.25)
                                                     -----------    -----------
                                                     $     (0.69)   $     (0.28)
                                                     ===========    ===========

Weighted average common shares outstanding             9,134,287      1,521,440
                                                     ===========    ===========








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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        YEARS DECEMBER 31, 2004 AND 2003

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

                                             Common          Common                     Additional
                                              Stock           Stock        Stock          Paid-In      Accumulated      Treasury
                                             Shares         Amount      Subscription      Capital        Deficit          Stock
                                          -----------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>             <C>             <C>
Balance, December 31, 2002                     822,810   $        823   $       --     $  8,632,456    $ (8,621,089)   $    (12,039)

Common stock issued for acquisition of
  MB Holding Corporation                     5,000,000          5,000           --           96,221            --              --

Gain on sale of assets between entities
  under common control                            --             --          303,708           --              --

Net loss                                          --             --             --         (427,980)           --
                                          -----------------------------------------------------------------------------------------

Balance, December 31, 2003                   5,822,810           --        9,032,385     (9,049,069)        (12,039)
                                                                                                                              5,823

Common stock issued for the acquisition
  of Wound Care Innovations, LLC             8,572,303          8,572           --        5,992,040            --              --

Conversion of debt to equity                   526,319            526           --          358,295            --              --

Stock subscription to settle debt in
  exchange for the net book value of
  related entities disposed                       --             --          221,971       (221,971)           --              --

Net loss                                          --             --             --             --        (6,295,335)           --
                                          -----------------------------------------------------------------------------------------
Balance, December 31, 2004                  14,921,432   $     14,921   $    221,971   $ 15,160,749    $(15,344,404)   $    (12,039)
                                          =========================================================================================
</TABLE>














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

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

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

                                                                         2004           2003
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Cash flows from operating activities
Loss from continuing operations                                       $(6,295,335)   $  (427,980)
Adjustments to reconcile net loss from to net cash
 used in operating activities
   Gain on sale of assets between entities under common control              --          303,708
   Depreciation and amortization                                           24,265         20,000
   Impairment loss                                                      5,827,761           --
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                             (10,863)          --
   (Increase) decrease in inventory                                       (52,344)          --
   (Increase) decrease in prepaid expenses and other assets                18,213           --
    Increase (decrease) in accounts payable and accrued liabilities       (60,154)        89,848
                                                                      -----------    -----------
Net cash flows used in operating activities                              (548,457)       (14,424)

Cash flows from investing activities
   Cash acquired in WCI acquisition                                        16,048           --
   Cash paid for license                                                 (100,000)          --
   Purchase of fixed assets                                               (38,778)          --
                                                                      -----------    -----------
Net cash flows used in investing activities                              (122,730)          --

Cash flows from financing activities
   Advances / repayments - related parties                                610,635       (442,860)
   Principal payments under capital lease                                  (1,944)          --
   Proceeds from notes payable                                             70,000        457,500
                                                                      -----------    -----------
Net cash flows provided by financing activities                           678,691         14,640
                                                                      -----------    -----------

Increase in cash                                                            7,504            216

Cash and cash equivalents, beginning of year                                  385            169
                                                                      -----------    -----------

Cash and cash equivalents, end of year                                $     7,889    $       385
                                                                      ===========    ===========

Cash paid during the year for:
   Interest                                                           $    23,823    $      --
                                                                      ===========    ===========
   Income taxes                                                              --             --
                                                                      ===========    ===========

Supplemental noncash investing and financing activities:
   Common stock issued in connection with WCI acquisition             $ 6,000,612    $      --
                                                                      ===========    ===========
   Common stock issued for conversion of debt to equity               $   358,821    $      --
                                                                      ===========    ===========
   Stock subsription to settle debt                                   $   221,971    $      --
                                                                      ===========    ===========
   Exchange of assets between entities under common control           $      --      $   101,221
                                                                      ===========    ===========
</TABLE>

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

                                      F-6

<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

MB  Software  Corporation  and  subsidiaries  (collectively  referred  to as the
"Company")   distributes   collagen-based  wound  care  products  to  healthcare
providers such as physicians, clinics and hospitals.

Significant Accounting Policies

Principles  of  consolidation  and  presentation  - The  consolidated  financial
statements   include  the   accounts   of  the  Company  and  its   wholly-owned
subsidiaries.  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
generally  accepted  accounting  principles  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, due from
related parties,  accounts payable and other accrued  liabilities,  the carrying
amounts approximate fair value due to their short maturities.

Business and credit risk concentrations - 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.

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, 2004.

Fixed  assets - Fixed  assets are  stated at cost.  Depreciation  for  financial
statement purposes is computed  principally on the straight-line method over the
estimated  useful lives of the related  assets ranging from three to five 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 amounted to
$4,265 for 2004.


                                      F-7

<PAGE>

Revenue  recognition - Revenue is recognized when the product is shipped and the
risks and rewards of ownership  have  transferred  to the customer.  The Company
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.  There is no allowance for doubtful  accounts at December 31,
2004.

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 and gels.

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.

Intangible  assets - Intangible  assets  represent  amounts paid pursuant to two
license  agreements.  One  of the  licenses  was  subject  to  amortization  and
amortization for both periods presented  amounted to $20,000 per year. The other
license  was not subject to  amortization  as its life was  indeterminable.  The
gross  carrying  amount of the  intangible  assets was $200,000 and  accumulated
amortization  totaled  $51,667.  The  intangible  assets were held by one of the
Company's wholly-owned subsidiaries, which was disposed of on December 31, 2004.
(See Note 10) Accordingly, there is no further amortization.

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  accounts for  stock-based  compensation
using the  intrinsic  value method  prescribed in  Accounting  Principles  Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Compensation
cost for stock  options,  if any, is measured as the excess of the quoted market
price of the  Company's  stock at the date of grant over the amount an  employee
must  pay to  acquire  the  stock.  SFAS  No.123,  "Accounting  for  Stock-Based
Compensation,"  established  accounting  and  disclosure  requirements  using  a
fair-value-based  method of accounting  for  stock-based  employee  compensation
plans.  The Company has elected to remain on its current method of accounting as
described above,  and has adopted the pro forma disclosure  requirements of SFAS
No. 123 only. See Note 8 for a description of the stock-based compensation plan.
There  have been no  options  granted  since  2001 and  therefore,  no pro forma
disclosures are required.

Earnings  per share - Basic  earnings or loss per share is based on the weighted
average number of common shares outstanding.  Diluted earnings or loss per share
is based on the  weighted  average  number  of  common  shares  outstanding  and
dilutive common stock equivalents.  Basic and diluted earnings or loss per share


                                      F-8

<PAGE>

is computed by dividing net earnings (loss)  (numerator) by the weighted average
number of common shares  outstanding  (denominator) for the period. All earnings
or loss per share amounts in the financial statements are basic earnings or loss
per share.  Convertible  securities that could potentially dilute basic earnings
or loss per share in the future are not included in the  computation  of diluted
earnings or loss per share because to do so would be 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.

Reclassification  - Certain  prior  period  amounts  have been  reclassified  to
conform  to the  current  year  presentation.  These  changes  had no  effect on
previously reported results of operations or total stockholders' equity.

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

In March 2004, the Emerging Issues Task Force ("EITF") reached consensus on EITF
Issue No. 03-6,  "Participating  Securities  and the Two Class Method under FASB
Statement  No. 128" ("EITF  03-6").  EITF 03-6  addresses a number of  questions
regarding the  computation  of earnings per share by companies  that have issued
securities  other than  common  stock that  contractually  entitle the holder to
participate  in the  dividends  and  earnings  of the company  when,  and if, it
declares dividends on its common stock. EITF 03-6 also provides further guidance
in applying the two-class method of calculating  earnings per share,  clarifying
what constitutes a participating  security and how to apply the two-class method
of  computing  earnings  per share  once it is  determined  that a  security  is
participating,  including  how to  allocate  undistributed  earnings  to  such a
security.  EITF 03-6 is effective for fiscal periods  beginning  after March 31,
2004 and requires  retroactive  restatement  of prior earning per share amounts.
This statement does not affect the Company.

In June 2004, the FASB issued EITF Issue No. 02-14,  "Whether an Investor Should
Apply the Equity Method of Accounting to  Investments  Other Than Common Stock."
EITF Issue No. 02-14 addresses  whether the equity method of accounting  applies
when an  investor  does not have an  investment  in  voting  common  stock of an
investee but exercises significant influence through other means. EITF Issue No.
02-14 states that an investor  should only apply the equity method of accounting
when it has investments in either common stock or in-substance common stock of a
corporation,  provided that the investor has the ability to exercise significant
influence  over the  operating  and  financial  policies  of the  investee.  The
accounting  provisions  of EITF Issue No. 02-14 are  effective for the reporting
period  beginning  after  September 15, 2004. This statement does not affect the
Company.

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs, an amendment
of ARB No. 43,  Chapter 4." The  amendments  made by SFAS No. 151  clarify  that
abnormal amounts of idle facility expense,  freight,  handling costs, and wasted
materials (spoilage) should be recognized as current-period  charges and require
the allocation of fixed  production  overheads to inventory  based on the normal
capacity of the production  facilities.  The guidance is effective for inventory
costs  incurred  during fiscal years  beginning  after  November 23, 2004.  This
statement does not significantly  affect the Company.

In  December  2004,  the FASB  issued  a  revision  of  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation" (SFAS
123R). SFAS 123R supersedes APB Opinion No. 25,  "Accounting for Stock Issued to
Employees,"  and its  related  implementation  guidance.  SFAS 123R  establishes
standards  for the  accounting  for  transactions  in  which  an  entity  incurs


                                      F-9

<PAGE>

liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity instruments.  SFAS 123R does not change the accounting guidance for
share-based  payment  transactions with parties other than employees provided in
SFAS 123 as originally  issued and EITF Issue No. 96-18,  "Accounting for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods or Services." SFAS 123R is effective for interim
reporting  period that begins after June 15, 2005. The Company is evaluating the
requirements of SFAS 123R and expects that the adoption of SFAS 123R will have a
material impact on the Company's consolidated results of operations and earnings
per share for future stock-based compensation arrangements.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing  Transactions  - an  amendment of FASB  Statements  No. 66 and 67,"
which  discusses  the  accounting  and  reporting  of real  estate  time-sharing
transactions.  This  Statement is effective for financial  statements for fiscal
years  beginning  after June 15, 2005,  and  restatement  of  previously  issued
financial  statements  is not  permitted.  This  statement  does not  affect the
Company.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an  amendment  of APB  Opinion  No.  29." The  guidance in APB Opinion No. 29,
"Accounting  for  Nonmonetary  Transactions,"  is  based on the  principle  that
exchanges of  nonmonetary  assets should be measured  based on the fair value of
the  assets  exchanged  and  provided  an  exception  to the  basic  measurement
principle  (fair  value)  for  exchanges  of  similar  productive  assets.  That
exception  required  that  some  nonmonetary  exchanges,  although  commercially
substantive,  be recorded on a carryover  basis.  This Statement  eliminates the
exception to fair value for exchanges of similar  productive assets and replaces
it  with a  general  exception  for  exchange  transactions  that  do  not  have
commercial  substance--that  is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The provisions of
this Statement are effective for nonmonetary asset exchanges occurring in fiscal
periods  beginning after June 15, 2005,  applied  prospectively.  This statement
does not affect the Company.


NOTE 2 - GOING CONCERN

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

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


                                      F-10

<PAGE>

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 - BUSINESS ACQUISITION

Wound Care Innovations, LLC

On August 20,  2004,  the  Company  consummated  the  acquisition  of Wound Care
Innovations,  LLC, ("WCI"), a Nevada limited liability company, through a merger
of WCI with the Company's  wholly-owned  subsidiary,  Wcare Acquisition,  LLC, a
Nevada limited  liability  company.  WCI owns certain exclusive and nonexclusive
distribution rights to CellerateRxTM  products,  advanced  collagen-based  wound
care  products  based  upon  a  patented  molecular  form  of  collagen.   WCI's
distribution  rights for these  products are exclusive in the domestic  medical,
retail,  government  and first aid human use wound care  markets,  as well as in
several international markets.

The details of the agreement are as follows:

WCI had entered into a Distribution  Agreement  dated July 28, 2004  ("effective
date of agreement"),  with Applied  Nutritionals,  LLC, ("AN") for the exclusive
rights to market,  sell and  distribute  wound  products  that contain a certain
tissue  adhesive  that  AN had  obtained  the  rights  to via  U.S.  Patent  No.
6,136,341.  The patent is for a tissue adhesive hydrolysate which promotes wound
healing containing hydrolyzed Type I collagen. To maintain the exclusive rights,
WCI agreed to pay AN the following royalties:  contract year 1-$90,000; contract
year  2-$291,000,  and contract  year  3-$522,000.  Additionally,  WCI agreed to
purchase from AN a minimum  dollar amount of products as follows:  contract year
1-$350,000; contract year 2-$727,500; and contract year 3-$1,305,000.  Within 45
days prior to  expiration of the first 3 years  following the effective  date of
the  agreement,  and  prior  to the  expiration  of each  year  during  the term
thereafter,  WCI and AN  agreed to  negotiate  in good  faith a  minimum  annual
royalty and minimum annual  purchases for the ensuing year,  which shall be 115%
of the prior year's royalty and purchases, respectively. If WCI fails to pay the
royalties  or make the  purchases,  AN may  terminate  the  agreement by written
notice to WCI and the WCI's rights convert to a non-exclusive basis.

All royalties are due and payable on a calendar quarterly basis on or before the
30th day of the month immediately  following the calendar quarter in which gross
receipts are received.  The first royalty report is due on or before January 30,
2005 for the period  beginning on the effective date of the agreement and ending
on December 31,  2004.  Accrued  royalties at December 31, 2004 were $2,476.  AN
also granted WCI an option to acquire all of AN's rights,  title and interest in
and to the patent,  and all processes and other know-how related to the products
and their  manufacture,  solely with respect to the patent,  exercisable  at any
time during the first five years of the term of the agreement.

The  consideration  paid by the Company for WCI  consisted  of an  aggregate  of
6,000,000  restricted  shares of the  Company's  common  stock.  The shares were
issued to H.E.B.,  L.L.C.  ("HEB") and Mr. Araldo  Cossutta,  the sole owners of
WCI. The Company's  Chairman of the Board, Chief Executive Officer and President
is the majority owner and managing  member of HEB. Mr. Cossutta is also a member
of the Company's Board of Directors. In connection with the acquisition, HEB and
Mr.  Cossutta agreed to convert an aggregate of $1,800,612 of WCI debt and other
WCI  obligations  owed to HEB and Mr.  Cossutta  into an  aggregate of 2,572,303
additional restricted shares of the Company's common stock.

WCI's  financial  information  is  incorporated  into the  consolidation  of the
Company from the effective  date of the merger,  which was August 20, 2004.  The
value assigned to assets and liabilities acquired can be summarized as follows:


                                      F-11

<PAGE>

Cash                                                                $    16,048
Accounts receivable                                                       9,223
Inventory                                                                42,956
Prepaid expenses                                                         33,906
Due from related parties                                                105,690
Fixed assets, net                                                         8,128
Goodwill                                                              5,827,761
Accounts payable                                                        (43,100)
Loans payable converted                                              (1,800,612)
                                                                    -----------
Fair value of net assets acquired                                   $ 4,200,000
                                                                    ===========



The Company has recorded an impairment  loss equal to goodwill  arising from the
transaction  as management has  determined  that the  probability of future cash
flows to substantiate  the asset is uncertain based on WCI's limited  operations
and  relatively  unknown  brand  name  recognition  in  a  market  significantly
controlled by much larger product companies.

The following  unaudited pro forma  information is based on the assumption  that
the acquisition  took place as of the beginning of the period (January 1, 2004),
with comparative  information for the immediately preceding period as though the
acquisition  had been  completed  at the  beginning  of that period  (January 1,
2003).  WCI was not formed until August 21, 2003 and  therefore,  its operations
are for a short period in 2003:

                                                            2004         2003
                                                         -----------------------
Net sales                                                $  174,089   $   21,642
Net loss - continuing operations                         $7,750,030   $  216,370
Loss per share - continuing operations                   $     0.85   $     0.14



NOTE 4 - RELATED PARTY TRANSACTIONS

Amounts due from related parties

Amounts due from related parties  represent funds advanced from various entities
controlled  by the  president of this  Company,  as  necessary,  to meet working
capital requirements. The advances bear interest at 10% per annum, are unsecured
and repayable on demand.

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                                                 $  12,639
Phone system                                                              12,276
Computer equipment                                                        14,267
Artwork                                                                   20,000
                                                                       ---------
                                                                          59,182
Less accumulated depreciation                                              4,265
                                                                       ---------
Net book value                                                         $  54,917
                                                                       =========


                                      F-12

<PAGE>

NOTE 6 - OPERATING AND CAPITAL LEASES

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
2004  was   approximately   $24,000.   Minimum  future  rental   payments  under
non-cancelable operating leases having remaining terms in excess of 1 year as of
December 31, 2004,  for each of the next five years and in the  aggregate are as
follows:

2005                                                                 $    82,000
2006                                                                      80,200
2007                                                                      80,200
2008                                                                      52,300
2009                                                                      35,000
                                                                     -----------
Total                                                                $   329,700
                                                                     ===========

Capital leases

The  Company  leases a phone  system  under a  capital  lease  for a  period  of
thirty-six  months through September 2007. The asset and liability under capital
lease is recorded at the present  value of the minimum  lease  payments  and the
asset is depreciated  over the related lease term.  Depreciation of assets under
capital lease of $1,188 was charged to operations during 2004.

The following is a summary of property held under capital lease:

Phone system                                                        $    12,276
Less accumulated depreciation                                            (1,188)
                                                                    -----------
Net book value                                                      $    11,088
                                                                    ===========




Minimum  future lease  payments under capital lease as of December 31, 2004, for
each of the next five years and in the aggregate are:  2005$4,092;  2006-$4,092;
2007-$2,148.


NOTE 7 - STOCKHOLDERS' EQUITY TRANSACTIONS

Common stock issued for the acquisition of Wound Care Innovations, LLC. ("WCI")

During 2004,  the Company  issued an aggregate  8,572,303  shares of  restricted
common stock pursuant to a merger  agreement  dated August 20, 2004, in exchange
for 100% of the  issued  and  outstanding  shares of WCI and the  conversion  of
outstanding liabilities of $1,800,612 of WCI debt and other WCI obligations. The
shares were issued to related parties. (See details in Note 3)

Conversion of debt to equity

During 2004,  the  Company's  Board of Directors  authorized  the  conversion of
certain notes payable and accrued  interest to equity at agreed upon  conversion
rates of $0.50  per  share to $1.00 per  share  pursuant  to  signed  conversion
agreements and issued 526,319  restricted  shares of the Company's common stock.
Accrued interest waived in connection with the conversion totaled  approximately
$37,440, which has been charged to additional paid-in capital.


                                      F-13

<PAGE>

Common stock issued for the acquisition of MB Holding Corporation ("MBH")

The Company acquired MBH through a merger  transaction  dated November 10, 2003,
for an aggregate of 5,000,000 shares of the Company's  restricted  common stock.
The shares were issued to related parties and were valued at the historical cost
basis of the  transferred  entity  because the assets were  transferred  between
entities under common control. (See details in Note 10)

Gain on sale of assets between related parties

On July 24, 2003,  Envoii  Healthcare,  L.L.C. and Envoii  Technologies,  L.L.C.
(identical  parties control each entity)  completed an Asset Purchase  Agreement
for the purchase of certain  assets for  consideration  of $375,000  with a cost
basis  of  $71,292  for a net  gain  on  the  transaction  of  $303,708.  Envoii
Healthcare and Envoii  Technologies are controlled by identical parties,  Haire,
which is the Company's  President,  Chairman and CEO, and  Cossutta,  one of the
Company's  directors.  Both Haire and Cossutta  converted notes payable totaling
$240,800 to capital and then  applied the capital to the  purchase  price of the
transaction.  Since the  transaction  occurred  between  entities  under  common
control,  no gain on the transaction was recognized,  but credited to additional
paid-in capital.

Stock subscription

Stock  subscription  represents  the  Company's  obligation  to issue  shares in
settlement of debt. (See Note 10)


NOTE 8 - STOCK OPTIONS

Effective May 5, 1994, the Board of Directors approved an Incentive Stock Option
Plan (the "Plan") for key executives and employees.  A summary of changes in the
Company's stock options follows:

                                                                Weighted Average
                                                   Options       Exercise Price
                                                  -----------------------------
Outstanding at 12/31/02                               52,000          $    5.00
Granted, Exercised, Forfeited                           --                 --
                                                  -----------------------------
Outstanding at 12/31/03                               52,000               5.00
Granted                                                 --                 --
Exercised                                               --                 --
Forfeited                                            (52,000)             (5.00)
                                                  -----------------------------
Outstanding at 12/31/04                                 --                 --
                                                  =============================



NOTE 9 - 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  carryforward  period.  Management  has
considered  these  factors  in  reaching  its  conclusion  as to  the  valuation
allowance for financial reporting purposes.

At December 31, 2004,  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 2004 was approximately  $2,100,000 (2003:  $15,000). The
Company  generated  net  operating  losses for  financial  reporting and Federal
income tax  reporting  prior to its  reorganization  in 1993. As of December 31,
2004,   subject  to  limitations   under  Internal  Revenue  Code  Section  382,
approximately  $469,000  of  these  losses  are  available  for  use  after  the
reorganization,  which  expire  in  2008  if not  previously  utilized.  The net
operating loss  carryforward at December 31, 2004 is  approximately  $16,700,000
and will begin to expire in 2008, if not previously 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 2003 and
2002 is as follows:

                                                         2004           2003
                                                     -----------    -----------
Expected federal income tax benefit                  $ 2,086,000    $   (15,000)
Valuation allowance and other                         (2,086,000)        15,000
                                                     -----------    -----------
Income tax  expense (benefit)                               --             --
                                                     ===========    ===========


Deferred tax asset at December 31, 2004, is as follows:

Net operating loss carryforwards                                    $ 5,671,000
Valuation allowance                                                  (5,671,000)
                                                                    -----------
Net current deferred tax asset                                             --


NOTE 10 - DISCONTINUED OPERATIONS

MB Holding Corporation ("MBH")

Pursuant to a "Settlement  and  Compromise  Agreement"  dated December 31, 2004,
(and  approved by the  Company's  Board of  Directors  on that same  date),  the
Company  agreed to issue  1,224,000  restricted  shares of its  common  stock to
H.E.B.,  LLC ("HEB") for the  forgiveness  of debt  outstanding on the Company's
books totaling $221,971 in exchange for all of the issued and outstanding shares
of MBH,  one of the  Company's  wholly-owned  subsidiaries.  No gain or loss was
recognized  on the  transaction  as it occurred  between  entities  under common
control. The shares are presented as stock subscriptions  because the Company is
obligated to issue the shares in settlement of debt, however the shares have not
yet been issued as of the date of issuance of these financial statements.

Condensed  results of  operations  included in  discontinued  operations  are as
follows:

Revenues                                                            $    39,226
Expenses                                                               (197,936)
                                                                    -----------
Operating loss                                                      $   158,710
                                                                    ===========


MBH was  originally  acquired in 2003 for an aggregate  of 5,000,000  restricted
shares of the Company's common stock, which were issued to Scott Haire ("Haire")
and Araldo Cossutta ("Cossutta"), the sole stockholders of MBH, in proportionate
share to their respective holdings in MBH. Both Haire and Cossutta are directors
of the Company,  and Haire is also the  Company's  Chairman of the Board,  Chief
Executive Officer and President. MBH, through its wholly-owned subsidiary Envoii
Healthcare L.L.C.  ("Envoii"),  a Nevada limited liability company,  developed a
system for transmitting electronic documents in a secure environment.  MBH other
wholly-owned  subsidiary,  VPS Holding,  LLC  ("VPSH"),  was acquired in January
2004, for the purpose of obtaining the rights to certain  intellectual  property
and know-how related to prescription drug monitoring databases.



                                      F-15