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

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2007
             ------------------------------------------------------

[ ]  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)

               777 Main Street, Suite 3100, Fort Worth Texas 76102
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (817) 820-7080

           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)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.
[  ] Yes  [X] No

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
[  ] Yes  [X] No

Indicate by check mark whether the registrant (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.
[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K.
[ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "accelerated  filer," "large  accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated   Accelerated       Non-accelerated          Smaller reporting
    filer |_|        filer |_|          filer |_|                company [X]


<PAGE>


Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) [ ]Yes [X] No

Issuer's  revenues for its most recent  fiscal  year:  $630,505.  The  aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
computed  by  reference  to the quoted  market  price  $0.25 at which the common
equity was sold as of June 30, 2007 was approximately $510,895.

As of April 2, 2008,  16,645,432  shares of the Issuer's  $.001 par value common
stock were issued and 16,641,343 outstanding.










<PAGE>


                             MB SOFTWARE CORPORATION
                                             Form 10-K
                      For the Year Ended December 31, 2007


                                                                            Page
                                                                            ----

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

ITEM 1A.  RISK FACTORS.........................................................3

ITEM 1B.  UNRESOLVED STAFF COMMENTS...........................................10

ITEM 2.  PROPERTIES...........................................................11

ITEM 3.  LEGAL PROCEEDINGS....................................................11

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................11

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
     SHAREHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.............12

ITEM 6.  SELECTED FINANICAL DATA..............................................13

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS......................................13

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
     ABOUT MARKET RISKS.......................................................17

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMTARY DATA............................18
                                                                             F-1

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
     ACCOUNTING AND FINANCIAL DISCLOSURE......................................19

ITEM 9A(T).  CONTROLS AND PROCEDURES..........................................19

ITEM 9B.  OTHER INFORMATION...................................................19

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE................20

ITEM 11. EXECUTIVE COMPENSATION...............................................23

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND DIRECTOR INDEPENDENCE..........................................24

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................24

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................25

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES..............................26



<PAGE>

                                     PART 1


ITEM 1.   BUSINESS

BACKGROUND

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

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

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

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

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

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

WOUND CARE INDUSTRY

      The U.S. wound care market serves  between three to five million  patients
annually with wounds resulting from diabetes,  arterial insufficiency,  pressure
caused by  immobility  and other causes.  Advanced  wound care  technologies,  a
segment of the overall U.S. wound care market, was approximately $2.6 billion in
2006,  and is expected to reach $4.6 billion by 2011,  an average  annual growth
rate of  approximately  12%.  According to BBC Research,  wound care  dressings,
sealants,  and  anti-adhesion  products held  approximately  59% of the advanced
wound  care  technologies  market in 2006.  By the end of 2011 this  segment  is
expected to hold 55% of the total U.S. market.

      New  technologies  and an increasing older population are two of the major



                                       1
<PAGE>

driving  forces behind the advanced  wound care market.  There is growing appeal
for the market due to the fast healing benefits and reduced patient  follow-ups.
In addition,  military wound care,  alternative wound care, future research, and
upcoming  technology  represent  significant  trends and growth for the changing
wound care market.

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

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

GENERAL BUSINESS PLAN

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

PRODUCTS

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

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

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

MARKETING, SALES, AND DISTRIBUTION

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



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<PAGE>

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

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

PRODUCT PRODUCTION AND DEVELOPMENT

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

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

EMPLOYEES

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

COMPETITION

      The wound care market is served by a number of large,  multi-product  line
companies  offering a suite of  products  to the  market.  CellerateRx  products
compete with all primary dressings,  some prescription  therapies  (drugs),  and
other medical devices.  Manufacturers  and distributors of competitive  products
include:  Smith & Nephew, Johnson & Johnson,  Healthpoint,  and Biocore. Many of
our competitors are significantly larger that we are and have more financial and
personnel  resources  than we do.  Consequently,  we  will  be at a  competitive
disadvantage  in marketing  and selling our products  into the  marketplace.  We
believe,  however,  that  the  patented  molecular  form of  collagen  we use in
CellerateRx  allows our products to outperform  currently  available  non-active
dressings,  reduce the cost of wound management,  and replace a variety of other
products with a single primary dressing.

ITEM 1A.  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.

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

      We have incurred net losses since we began our current operations in 2004.
Our net loss was  approximately  $623,559 for our year ended  December 31, 2006,
and  approximately  $542,757 for the year ended  December 31, 2007. We expect to
make  significant  investments in our sales and marketing  programs and research
and development,  resulting in a substantial increase in our operating expenses.
Consequently, we will need to generate significant additional revenue to achieve
and  maintain  profitability  in the  future.  We may not be  able  to  generate
sufficient revenue from sales of our products and related professional  services
to become profitable. Even if we do achieve profitability, we may not sustain or
increase  profitability  on a quarterly or annual basis.  In addition to funding
operations through increased  revenue,  we anticipate that we will need to raise



                                       3
<PAGE>

additional capital before reaching profitability. We cannot predict when we will
operate profitably,  if at all. If we fail to achieve or maintain profitability,
our stock price may decline.

WE HAVE A LIMITED  OPERATING  HISTORY  WITH WHICH YOU CAN  EVALUATE  OUR CURRENT
BUSINESS MODEL AND PROSPECTS

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

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

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

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

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

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

OUR PRODUCTS ARE MANUFACTURED ONLY BY APPLIED NUTRITIONALS

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

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

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

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

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

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



                                       4
<PAGE>

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

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

PRODUCT LIABILITY EXPOSURE

      We face an inherent  risk of exposure to product  liability  claims in the
event that the use of any  product we sell  results in injury.  Such  claims may
include,  among others,  that these  products  contain  contaminants  or include
inadequate instructions as to use or inadequate warnings concerning side effects
and interactions  with other  substances.  We do not have, and do not anticipate
obtaining,  contractual  indemnification from parties supplying raw materials or
marketing  the  products  we sell.  In any event,  any such  indemnification  if
obtained  would be limited  by our terms  and,  as a  practical  matter,  to the
creditworthiness  of the  indemnifying  party.  In the event that we do not have
adequate insurance or contractual indemnification,  product liabilities relating
to defective products could have a material adverse effect on our operations and
financial condition.

FEDERAL REGULATIONS AND CHANGES IN REIMBURSEMENT POLICIES

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

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

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

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

     >>   fund operating losses;

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

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

          >>   hire, train and retain employees;

          >>   develop new products; or



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<PAGE>

          >>   respond to economic and competitive pressures.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      If we fail to manage the distribution of our products properly,  or if the



                                       6
<PAGE>

financial  condition or operations of our reseller channels weaken, our revenues
and gross margins could be adversely affected.  Furthermore, a change in the mix
of our customers between service provider and enterprise, or a change in the mix
of direct and  indirect  sales,  could  adversely  affect our revenues and gross
margins.

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

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

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

OUR PROPRIETARY RIGHTS MAY PROVE DIFFICULT TO ENFORCE

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

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

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

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

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



                                       7
<PAGE>

OUR STOCK PRICE MAY CONTINUE TO BE VOLATILE

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

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

FAILURE TO MANAGE OUR PLANNED GROWTH COULD HARM OUR BUSINESS

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

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

      You may lack an effective vote on corporate  matters and management may be
able to act contrary to your  objectives.  Our  officers  and board  members own
approximately 79% of the 16,141,343 shares of our common stock  outstanding.  If
management  votes together,  it will influence the outcome of corporate  actions
requiring shareholder approval, including the election of directors, mergers and
asset sales.  As a result,  new  stockholders  may lack an  effective  vote with
respect to the election of directors and other corporate matters.  Therefore, it
is possible  that  management  may take actions  with  respect to its  ownership
interest,  which may not be  consistent  with your  objectives  or desires.  For
example,  our  officers,  directors and  principal  stockholders  could delay or
prevent an  acquisition  or merger even if the  transaction  would benefit other
stockholders. In addition, this significant concentration of share ownership may
adversely affect the trading price for our common stock because  investors often
perceive   disadvantages   in  owning  stock  in  companies   with   controlling
stockholders.   Please  see  "Principal   Stockholders"   for  a  more  detailed
description of our share ownership.

LIQUIDITY OF OUR COMMON STOCK

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



                                       8
<PAGE>

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

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

      As of March 1, 2008,  there were 16,645,432  shares of common stock issued
and 16,641,343 outstanding. In addition, we have issued convertible notes, which
if held to maturity  will convert into  1,206,897  shares of common  stock,  and
warrants   representing   1,500,000   shares  of  common  stock  are   currently
outstanding.  In addition,  we have 1,490.196 shares of our Series A Convertible
Preferred  Stock issued and  outstanding  that will  automatically  convert into
7,600,000 shares of common stock.

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

      Our Articles of Incorporation, as amended, and Bylaws, as amended, contain
provisions  that may have the effect of  delaying,  deterring  or  preventing  a
potential  takeover of us, even if the  takeover is in the best  interest of our
stockholders.  The Bylaws limit when  stockholders may call a special meeting of
stockholders.  The Articles also allow the Board of Directors to fill vacancies,
including newly created directorships.

NO DIVIDEND PAYMENTS

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

"PENNY STOCK" LIMITATIONS

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

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

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

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

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

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



                                       9
<PAGE>

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

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

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

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

ITEM 1B.  UNRESOLVED STAFF COMMENTS

      None



                                       10
<PAGE>

ITEM 2. DESCRIPTION OF PROERTY

      The Company's  principal  executive  office is located at 777 Main Street,
Fort Worth. TX 761021. These offices contain approximately 2,390 square feet and
are leased for a 2 year term  expiring  March 31, 2010.  Rental on our executive
offices is $3,784.00 per month.  Wound Care's principal office is located at 790
E Broward Blvd,  Suite 300, Fort  Lauderdale,  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 $4,130.77 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, 2007.
























                                       11
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

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

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


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

RECORD HOLDERS

      As of March 1, 2008, there were approximately 2,000 shareholders of record
holding a total of 16,645,432  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.

RECENT SALES OF UNREGISTERED SECURITIES

      Set forth below is  information  regarding  the  issuance and sales of the
Company's  securities  without  registration  for the past fiscal year.  No such
sales involved the use of an underwriter,  no advertising or public solicitation
were involved,  the securities bear a restrictive legend and no commissions were
paid in connection with the sale of any securities.

      Effective  November 28, 2007, in  connection  with the entry by Wound Care
Innovations  into certain license  agreements with Applied  Nutritionals and Mr.



                                       12
<PAGE>

George Petito, we issued to Mr. George Petito 1,000 shares of a newly designated
Series A Convertible Preferred Stock.

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

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

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

ITEM 6.  SELECTED FINANCIAL DATA

      As a smaller  reporting  company,  we are not  required  to  provide  this
information.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

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

      Other key factors that affect our operating results are:

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

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

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

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

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



                                       13
<PAGE>

     >>   The impact of competitive products.

     >>   Limitations on future financing.

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

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

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

     >>   Managing and maintaining growth.

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

     >>   The departure of key members of management.

     >>   Our ability to efficiently manufacture our products.

     >>   Unexpected customer bankruptcy.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS/RISK FACTORS

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

OVERVIEW AND PLAN OF OPERATION

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

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

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

      Manufacturing  of our  products  is  conducted  by  Applied  Nutritionals.



                                       14
<PAGE>

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

      Our sales and  marketing  activities  to date have been  limited  and have
resulted  in a  nominal  revenue  stream.  Through  these  activities,  we have,
however,  secured  product  evaluations  with a number  of key  accounts.  These
accounts  are  regional  and national  healthcare  provider  organizations  that
represent strong recurring revenue opportunities for the Company.

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

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

RESULTS OF OPERATIONS

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



                                       15
<PAGE>

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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



                                       16
<PAGE>

GOING CONCERN

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

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

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      As a smaller  reporting  company,  we are not  required  to  provide  this
information.













                                       17
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                   Index to Consolidated Financial Statements

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

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . ..F-2

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . .. F-3

Consolidated Statements of Changes in Stockholders' Deficiency ... . .. . ...F-4

Consolidated Statements of Cash Flows . . . . . . . . . . . . .. . . .  . . .F-5

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . ..F-6


















                                       18
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Shareholders
MB SOFTWARE CORPORATION AND SUBSIDIARY


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

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

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

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



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

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
March 28, 2008




                                      F-1
<PAGE>

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

CURRENT ASSETS:

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

Property and Equipment, Net                                        23,335

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





LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

CURRENT LIABILITIES:

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

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

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


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



                                      F-2
<PAGE>



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

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

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


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

Gross margin                                      407,321          (3,302)

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

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

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

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

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

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

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

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

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











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



                                      F-3
<PAGE>
<TABLE>
<CAPTION>

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

---------------------------------------------------------------------------------------------------------------------
                          Preferred    Preferred
                            Stock        Stock       Common        Common       Additional
                           Shares        Amount       Stock         Stock        Paid-In     Accumulated    Treasury
                        ------------  ------------ ------------  ------------  ------------  ------------  ------------
<S>                     <C>           <C>          <C>           <C>           <C>           <C>           <C>

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

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



</TABLE>
















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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>


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

--------------------------------------------------------------------------------
                                                                                      2007        2006
                                                                                   ---------    ---------
<S>                                                                                <C>          <C>

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

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

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

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

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

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

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

    For the year ended December 31, 2006:
         None

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



                                      F-5
<PAGE>



                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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

Significant Accounting Policies

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

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

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

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

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

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

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



                                      F-6
<PAGE>

customers  change,  estimates  of the  recoverability  of  receivables  would be
further adjusted.  The allowance for doubtful accounts at December 31, 2007, and
2006 is $9,000 and $0 respectively.

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

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


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

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

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


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

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



                                      F-7
<PAGE>

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

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

In December  2007,  the FASB issued FAS No. 160,  "Noncontrolling  Interests  in
Consolidated  Financial  Statements  -An Amendment of ARB No. 51" (FAS 160). FAS
160  requires  that   accounting   and  reporting  for  minority   interests  be
recharacterized  as  noncontrolling  interests and  classified as a component of
equity.  The standard is effective  for our fiscal year 2009 and must be applied
prospectively.  We do not  expect  that  the  adoption  of FAS 160  will  have a
material impact on our Consolidated Financial Statements.

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

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

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

In  September  2006,  the  FASB  issued  FASB  statement  No.  157,  Fair  Value
Measurements ("FAS 157"). FAS 157 establishes a single authoritative  definition
of fair value,  sets out a  framework  for  measuring  fair value and expands on
required disclosures about fair value measurement.  FAS 157 is effective for the
Company on October 1, 2008 and will be applied prospectively.  The provisions of



                                      F-8
<PAGE>

FAS 157 are not expected to have a material  impact on the  Company's  financial
statements.

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

NOTE 2 - GOING CONCERN

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

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

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

NOTE 3 - EXCLUSIVE LICENSE AGREEMENT

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

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

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

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

In connection  with the above  described  license  agreements,  we issued to Mr.
George Petito 1,000 shares of a newly designated Series A Convertible  Preferred
Stock.  Each share of Series A Convertible  Preferred  Stock will  automatically



                                      F-9
<PAGE>
<TABLE>
<CAPTION>

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

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

NOTE 4 - RELATED PARTY TRANSACTIONS
NOTES PAYABLE

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

     Related party           Nature of relationship         Terms of the agreement                      Amounts due to
                                                                                                        related parties
------------------------- ----------------------------- ----------------------------------------------- -----------------
<S>                       <C>                           <C>                                             <C>

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

Araldo Cossutta, an       Director and stockholder of   Six   separate,    unsecured                     647,000
individual                the Company                   notes   as   follows:    (i)
                                                        $75,000 note dated September
                                                        30, 2004,  at 10% per annum,
                                                        due  Dec  31,   2008;   (ii)
                                                        $80,000 note dated September
                                                        14, 2005,  at 10% per annum,
                                                        due  Dec  31,  2008;   (iii)
                                                        $350,000  note dated Oct.15,
                                                        2007 at 10% per  annum,  due
                                                        Dec  31,   2007   and   (iv)
                                                        $42,000  noted date April 5,
                                                        2005, at 10% per annum,  due
                                                        Dec 31, 2008 and (v) $50,000
                                                        note dated  January 4, 2006,
                                                        at 10% per  annum,  due Dec.
                                                        31,  2007 and  (vi)  $50,000
                                                        note dated  January 31, 2006
                                                        due Dec. 31, 2007.


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



                                      F-10
<PAGE>

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

Notes Receivable

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

Administrative services

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

NOTE 5 - FIXED ASSETS

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Consulting Agreement

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

Operating leases

The Company  leases office space and office  equipment  under  operating  leases
expiring in various years through 2009. Rental expense charged to operations for
2007 was approximately $96,077 (2006: $109,500).  Minimum future rental payments
under non-cancelable operating leases having remaining terms in excess of 1 year
as of December  31, 2007,  for each of the next five years and in the  aggregate
are as follows:

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

Federal Payroll Taxes

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




                                      F-11
<PAGE>

NOTE 7 -NOTES PAYABLE

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

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

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

Total Note Payable                                              1,508,074.00

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

Total Long-Term Debt                                                 --

NOTE 8 - STOCKHOLDERS' EQUITY TRANSACTIONS

Common stock issued

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

Preferred Stock Issued

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

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

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

NOTE 9 - CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

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

NOTE  10 - CONCENTRATION OF SUPPLIER RISK

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




                                      F-12
<PAGE>

NOTE 11 - INCOME TAXES

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

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

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

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

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


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

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

NOTE 12-SUBSQUENT EVENTS

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

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

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

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

NOTE 13-LOSS PER SHARE

The  following  data show the amounts used in  computing  loss per share for the
periods presented:
                                                              2007       2006
                                                              ----       ----

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

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

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



                                      F-13
<PAGE>


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

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

ITEM 9A(T).   CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

      As of the end of the period covered by this report,  the Company conducted
an evaluation, under the supervision and with the participation of the principal
executive officer, who is also the principal financial officer, of the Company's
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities  Exchange Act of 1934 (the "Exchange Act")).  Based on this
evaluation,   the  principal  executive   officer/principal   financial  officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information  required to be disclosed by the Company in reports that
it files or submits  under the Exchange Act is recorded,  processed,  summarized
and  reported  within the time  periods  specified  in  Securities  and Exchange
Commission rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

      During the fourth  quarter of 2007,  there was no change in the  Company's
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      Our management is responsible for  establishing  and maintaining  adequate
internal  control over financial  reporting.  Under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer, we evaluated the effectiveness of the design and operation of
our internal control over financial reporting based on the framework in Internal
Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway  Commission.  Based on that evaluation,  our chief
executive  officer  and chief  financial  officer  concluded  that our  internal
control over financial reporting was effective as of December 31, 2007.

      This annual report does not include an attestation report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

ITEM 9B.   OTHER INFORMATION

None




                                       19
<PAGE>




                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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

                                                                     Year First
   Name                    Age       Position                          Elected

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

   Gilbert A. Valdez        64       Director                           1996

   Araldo A. Cossutta       83       Director                           1994

   Steven W. Evans          57       Director                           1994

   Robert E. Gross          63       Director                           1994

   Thomas J. Kirchhofer     67       Director                           1994

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

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

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

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

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

      Robert  E.  Gross is  President  of R. E.  Gross &  Associates,  providing
consulting  and  systems  projects  for clients in the  multi-location  service,
banking   and   healthcare   industries.   From  1987  to  1990,   he  was  vice
president-technical  operations for Medaphis Physicians Service Corp.,  Atlanta,
Georgia. Prior to that, he held executive positions with Chi-Chi's,  Inc., Royal
Crown and TigerAir. He also spent 13 years as an engineer with IBM.

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



                                       20
<PAGE>

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

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

Audit Committee

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

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

Indebtedness of Directors and Executive Officers

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

Family Relationships

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

Compensation Committee

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

Nominating Committee

      The Company does not maintain a standing Nominating Committee and does not
have a Nominating  Committee  charter.  Due to the Company's  small size at this
point in time, the Board of Directors has not established a separate  nominating



                                       21
<PAGE>

committee  and feels  that all  directors  should  have  input  into  nomination
decisions.  As such, all members of the Board of Directors generally participate
in the director nomination process.  Under the rules promulgated by the SEC, the
Board of Directors is, therefore, treated as a "nominating committee".

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

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

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

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

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

      The Board of  Directors  may use  multiple  sources  for  identifying  and
evaluating  nominees  for  directors,  including  referrals  from the  Company's
current directors and management as well as input from third parties,  including
executive  search  firms  retained  by the  Board  of  Directors.  The  Board of
Directors will obtain background information about candidates, which may include
information  from  directors'  and officers'  questionnaires  and background and
reference checks,  and will then interview  qualified  candidates.  The Board of
Directors  will then  determine,  based on the  background  information  and the
information obtained in the interviews, whether to recommend that a candidate be
nominated to the Board of  Directors.  We strongly  encourage  and, from time to
time  actively  survey,   our  shareholders  to  recommend   potential  director
candidates.

Shareholder Communications with the Company's Board of Directors

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

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

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

CODE OF ETHICS



                                       22
<PAGE>
<TABLE>
<CAPTION>

      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  11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

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

                           SUMMARY COMPENSATION TABLE

--------------------------- ------------------------------------- -------------------------------------------------------
                                    Annual Compensation                           Long Term Compensation
--------------------------- ------------------------------------- -------------------------------------------------------
                                                                            Awards                      Payouts
----------------------------------------------------------------- ---------------------------- --------------------------
                                                        Other      Restricted    Securities
Name and                                               Annual        Stock       Underlying      LTIP       All Other
Principal Position   Year      Salary       Bonus    Compensation   Award(s)       Options      payouts    Compensation
                                 ($)         ($)         ($)          ($)          SARs(#)        ($)          ($)
------------------- -------- ------------ ---------- ------------ ------------- -------------- ---------- ---------------
<S>                 <C>      <C>          <C>        <C>          <C>           <C>            <C>
Scott A. Haire         2007      -0-          -           -            -              -            -            -
                       2006      -0-          -           -            -              -            -            -
                       2005      -0-          -           -            -              -            -

------------------- -------- ------------ ---------- ------------ ------------- -------------- ---------- ---------------
</TABLE>

EMPLOYMENT AGREEMENTS

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

DIRECTOR COMPENSATION

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




                                       23
<PAGE>

ITEM 12.  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 December 31, 2007,  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,  2007,  there were  16,145,432  shares of common stock
issued and 16,141,343 outstanding.
                                                 Amount and Nature
Title    Name of Beneficial                       of Beneficial        Percent
Class    Owner of Group(1)                          Ownership          of Class
-----    -----------------                          ---------          --------

Common   Scott A. Haire                             7,095,184(2)           51%
Common   Araldo A. Cossutta                         5,015,000              36%
Common   Steven W. Evans                            1,015,000               7%
Common   Thomas J. Kirchhofer                           --

Common   Robert E. Gross                                --                  .

Common   Applied Nutritionals                         900,000               6%

Common   Gilbert Valdez                                 1,666               0%

Common   All Directors and Executive Officers
                  As a Group (six in number)       14,026,850             100%
* less than 1%

(1)  Unless otherwise noted, the address for each person or entity listed is 777
     Main Street, Suite 3100, Fort Worth Texas, 76102.
(2)  6,327,970  of  these  shares  are  held by  H.E.B.,  LLC.  Mr.  Haire  is a
     one-percent  member, but the managing member of H.E.B., LLC and as such, is
     deemed to be the beneficial owner of such shares.

ITEM  13.  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
INDEPENDENCE

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

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

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

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



                                       24
<PAGE>

life of the licensed patent.

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

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

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

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

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

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

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

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      The  firm of  Pritchett,  Siler &  Hardy,  P.C.  served  as the  Company's
independent  public  accountants for the year ended December 31, 2007. The Board
of Directors of the Company,  in its  discretion,  may direct 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
accountants.




                                       25
<PAGE>

AUDIT FEES

      The Audit fees billed by Pritchett,  Siler & Hardy, P.C.. for professional
services  rendered during 2007 for the audit of the Company's  annual  financial
statements on Form 10-K (and previous filings on Form 10-KSB) and the reviews of
the financial  statements included in the Company's Form 10-QSB's for the fiscal
years ended December 31, 2007 and 2006 was $30,595 and respectively.  Audit fees
billed by Clancy and Co.,  P.L.L.C.  for professional  services rendered for the
audit review of 2006 were $5,850.

AUDIT-RELATED FEES

      None

TAX FEES

      None

ALL OTHER FEES

      None

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

      The Company does not currently  have an Audit  Committee.  Currently,  the
Board of Directors  pre-approves 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-approved  all  audit  services  and  fees  of our
independent  auditor  for the  years  ended  December  31,  2007 and  2006.  Our
independent auditors did not provide us with any non-audited services during the
period indicated above.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

         Exhibit No.

         3.1        Articles of Incorporation  (incorporated by reference to the
                    Company's  Form 10-QSB for the fiscal quarter ended June 30,
                    2002).

         3.2        Certificates  of the  Designations,  Number,  Voting Powers,
                    Preferences  and  Rights of Series A  Convertible  Preferred
                    Stock*

         3.3        Certificate of Correction*

         3.4        Bylaws  (incorporated  by  reference to the  Company's  Form
                    10-QSB for the fiscal quarter ended June 30, 2002).

         10.1       Subscription Agreement dated as of December 27, 2007, by and
                    between  MB  Software   Corporation   and  Keystone   Equity
                    Partners.

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

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

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



                                       26
<PAGE>


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

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

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

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

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

         31         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        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











                                       27
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

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

/s/ Scott A. Haire         CEO, President, Chairman and           April 2, 2008
------------------         Principal Financial Officer
Scott A. Haire



/s/ Lucy J. Singleton      Controller                             April 2, 2008
---------------------
Lucy J. Singleton

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


Pursuant to the requirements of the Securities Exchange Act of 1934, 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
Scott A. Haire                                                    April 2, 2008


/s/ Araldo A. Cossutta     Director                               April 2, 2008
----------------------
Araldo A. Cossutta

/s/ Steve Evans            Director                               April 2, 2008
---------------
Steve Evans

/s/ Gilbert A. Valdez      Director                               April 2, 2008
---------------------
Gilbert A. Valdez
--------------------------------------------------------------------------------





                                       28
<PAGE>



                                INDEX TO EXHIBITS


Exhibits

         10.1       Subscription Agreement dated as of December 27, 2007, by and
                    between  MB  Software   Corporation   and  Keystone   Equity
                    Partners.

         31         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         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



















                                       28
<PAGE>