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

                                  FORM 10-KSB/A

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

                   For the fiscal year ended December 31, 2006
             ------------------------------------------------------

[.]  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) 633-9400

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

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

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

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

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

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

Issuer's  revenues for its most recent  fiscal  year:  $189,755.  The  aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
computed by  reference  to the quoted  market  price  ($.50) at which the common
equity was sold as of December 31, 2006 was approximately $1,332,241.

As of December  31,  2006,  16,145,432  shares of the  Issuer's  $.001 par value
common stock were outstanding.

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

<PAGE>


                             MB SOFTWARE CORPORATION
                                   Form 10-KSB
                      For the Year Ended December 31, 2006


                                                                            Page
                                                                           -----
 ITEM 1.  BUSINESS  ...........................................................1

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

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

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

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

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

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

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

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

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

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

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

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

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





<PAGE>


                                     PART 1


Item 1.  DESCRIPTION OF BUSINESS
Background

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

The  Company's  current  focus is  developing  and  marketing  products  for the
advanced  wound care market,  as pursued  through our  wholly-owned  subsidiary,
Wound Care  Innovations,  LLC, a Nevada limited liability  company.  We acquired
Wound  Care  effective  August 20,  2004,  through a merger of Wound Care with a
newly formed Company subsidiary. The consideration paid by the Company for Wound
Care  consisted of an aggregate of 6,000,000  shares of our common stock.  These
shares were issued to H.E.B.,  LLC, a Nevada limited liability  company,  and to
Mr.  Araldo  Cossutta,  the sole owners of Wound Care.  Mr. Scott A. Haire,  our
Chairman of the Board,  Chief  Executive  Officer and  President is the majority
owner and managing  member of HEB, and Mr.  Cossutta is a member of our Board of
Directors.

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

Wound  Care has  certain  exclusive  and  nonexclusive  distribution  rights  to
CellerateRx(TM)  products, a collagen-based wound care product line based upon a
patented molecular form of collagen.  Wound Care's distribution rights for these
products are exclusive in the domestic medical, retail, government and first aid
human use wound  care  markets,  as well as in  several  international  markets;
however such rights are currently in default as described below.  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.   CellerateRx(TM)   is  a  trademark  of  Applied
Nutritionals, Inc.

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. Our pre-marketing work is beginning to bear
results that we believe will generate additional revenues during 2007.

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

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

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

The wound  care  market  in the US is made up of  healthcare  professionals  and
organizations 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,  Wound  Care  focuses  strictly  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.

Within the wound care products market, there are two typical groups of products:
drugs and devices.  CellerateRx(TM)  products currently classified by the FDA as
Class I medical  devices,  and are further  classified  as  dressings.  Although


<PAGE>

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(TM)
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.

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

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

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

Products
--------

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

Marketing, Sales, and Distribution
----------------------------------

The Company anticipates building and supporting a limited sales and marketing
force directed toward securing key high profile accounts, penetrating select
geographic markets, and supporting the efforts of our resellers and
distributors. The wound care products market has a variety of overlapping
distribution channels, with many customers able to procure products in multiple
ways. With an intended limited 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.

Applied Nutritionals is our exclusive supplier of products. Packaging, inventory
management, and shipping activities are currently outsourced to Diamond Contract
Manufacturing, a non-affiliated entity who provides packaging, warehousing, and
fulfillment services from their Rochester, NY facilities.

R & D
-----

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

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



                                       2
<PAGE>


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.

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

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

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

We  acquired  Wound  Care in August of 2004 and we have not been  profitable  to
date. Although we have seen our sales increase in the two 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.

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

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

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

Applied  Nutritionals  holds the patent to, and is currently  the sole source of
the products we offer for sale. In the event Applied Nutritionals is not able to
fulfill our product orders,  or our  relationship  with Applied  Nutritionals is
terminated  we would be prevented  from  marketing and selling our products into
the market and we would be unable to conduct  business.  We are currently in the
process  of   renegotiating   and  extending  our   relationship   with  Applied
Nutritionals.  Although we believe that this process will be  successful,  there
can be no  assurances  that we  will  successfully  renegotiate  or  extend  our
agreement.  If we fail to  renegotiate or extend our  relationship  with Applied
Nutritionals, we would be unable to conduct business.

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

You may lack an effective  vote on corporate  matters and management may be able
to act  contrary  to  your  objectives.  Our  officers  and  board  members  own
approximately 83.5% of the 16,145,432 shares of our outstanding common stock. If
management  votes together,  it will influence the outcome of corporate  actions
requiring shareholder approval, including the election of directors, mergers and
asset sales.  As a result,  new  stockholders  may lack an  effective  vote with
respect to the election of directors and other corporate matters.  Therefore, it
is possible  that  management  may take actions  with  respect to its  ownership
interest, which may not be consistent with your objectives or desires.



                                       3
<PAGE>


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

Although our products have performed exceptionally well in customer evaluations,
and on a continual  basis in the field,  Wound Care is an unknown  entity with a
relatively  unknown  brand in a market  significantly  controlled by much larger
products companies.  We may not, even with strong customer accounts,  be able to
establish the credibility necessary to secure large national customers.

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.

Product Liability Exposure
--------------------------

We face an inherent  risk of exposure to product  liability  claims in the event
that the use of any products 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 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 conditions.

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

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

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

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

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

Because our products are classified by the FDA as medical devices and not drugs,
we were not required to pursue stringent  clinical  trials.  Many physicians and
larger,  sophisticated healthcare provider organizations often required clinical
studies demonstrating  specific performance  capabilities of new products. We do
not have results from controlled clinical studies.

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

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

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



                                       4
<PAGE>


Competition  in the wound  care  market is heavy  among a vast  array of medical
devices, drugs, and therapies. Most of our competitors are very well capitalized
and will continue to compete  aggressively.  Competitors  may be able to keep us
out of some distribution  channels,  close us out from some larger accounts with
"Master  Contracts"  for full product  lines,  and create market  awareness that
hinders our abilities to secure key accounts in a cost effective way.

Dividends
---------

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

"Penny Stock" Limitations
-------------------------

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

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

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

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

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

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

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

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

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

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



                                       5
<PAGE>

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.

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

Future sales of large amounts of common stock could adversely  affect the market
price of our common stock and our ability to raise capital.  Future sales of our
common stock by existing  stockholders pursuant to Rule 144 under the Securities
Act, or following the exercise of outstanding  options,  could adversely  affect
the  market  price of our common  stock.  Substantially  all of the  outstanding
shares  of  our  common  stock  are  freely  tradable,  without  restriction  or
registration under the Securities Act, other than the sales volume  restrictions
of Rule 144 applicable to shares held  beneficially by persons who may be deemed
to be affiliates.  Our directors and executive officers and their family members
are not under lockup  letters or other forms of restriction on the sale of their
common  stock.  The  issuance  of any or all of  these  additional  shares  upon
exercise of options will dilute the voting power of our current  stockholders on
corporate  matters  and, as a result,  may cause the market  price of our common
stock to decrease. Further, sales of a large number of shares of common stock in
the public  market could  adversely  affect the market price of the common stock
and could  materially  impair our future ability to generate funds through sales
of common stock or other equity securities.

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

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

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

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



                                       6
<PAGE>

Employees

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

Reports to Security Holders

The Company is required to deliver  period and other  reports to the  Securities
and  Exchange  Commission  ("Commission").  The  public  may  read  and copy any
materials that are filed by the Company with the Commission at the  Commission's
Public Reference Room at 100 F Street,  NE,  Washington,  D.C. 20549. The public
may obtain  information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330.  The statements and forms filed by the Company
with the Commission have been filed electronically and are available for viewing
or copy on the Commission maintained Internet site that contains reports, proxy,
and information  statements,  and other information  regarding issuers that file
electronically  with the Commission.  The Internet  address for this site can be
found at: http://www.sec.gov.

ITEM 2. 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 3 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, 2006.







                                       7
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

         ------- --------------------------- ----------------- ----------------
         YEAR    QUARTER ENDING              HIGH              LOW
         ------- --------------------------- ----------------- ----------------
         2005    March 31, 2005              $0.80             $0.80
         ------- --------------------------- ----------------- ----------------
                 June 30, 2005               $0.80             $0.80
         ------- --------------------------- ----------------- ----------------
                 September 30, 2005          $0.45             $0.45
         ------- --------------------------- ----------------- ----------------
                 December 31, 2005           $0.22             $0.15
         ------- --------------------------- ----------------- ----------------
         2006    March 31, 2006              $0.45             $0.45
         ------- --------------------------- ----------------- ----------------
                 June 30, 2006               $0.20             $0.20
         ------- --------------------------- ----------------- ----------------
                 September 30, 2006          $0.10             $0.10
         ------- --------------------------- ----------------- ----------------
                 December 31, 2006           $0.05             $0.05
         ------- --------------------------- ----------------- ----------------


Record Holders

As of December 31, 2006, there were  approximately  2000  shareholders of record
holding a total of 16,145,432  shares of common stock. The holders of the common
stock are  entitled  to one vote for each  share  held of record on all  matters
submitted  to a vote  of  stockholders.  Holders  of the  common  stock  have no
preemptive  rights and no right to  convert  their  common  stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.

Dividends

The Company has not declared any cash  dividends  since  inception  and does not
anticipate  paying any  dividends  in the  foreseeable  future.  The  payment of
dividends is within the  discretion of the board of directors and will depend on
the Company's earnings,  capital  requirements,  financial condition,  and other
relevant  factors.  There are no restrictions that currently limit the Company's
ability to pay dividends on its common stock other than those generally  imposed
by  applicable  state law. The Company has  determined  that it will utilize any
earnings in the expansion of its business.

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

Introduction

Management's  discussion  and analysis of results of  operations  and  financial
condition ("MD&A") is provided as a supplement to the accompanying  consolidated
financial  statements  and  footnotes  to help provide an  understanding  of our
financial condition, changes in financial condition and results of operations.

Caution Concerning Forward-Looking Statements/Risk Factors



                                       8
<PAGE>


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

The  Company  currently  has limited  business  operations,  maintaining  leased
offices in Fort Worth, TX, and Fort Lauderdale, FL. All major business functions
are performed by our  subsidiary,  Wound Care.  Although Wound Care 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 also conducts  other  activities  that are typical of a
product  distributor  and including  sales,  marketing,  customer  service,  and
customer  support.  All of these  activities  are run and  managed  out of Wound
Care's Fort Lauderdale offices.

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

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.

Results of Operations

Year ended December 31, 2006 Compared to Year ended December 31, 2005
---------------------------------------------------------------------

Revenues. The Company generated revenues for the year ended December 31, 2006 of
$189,755  compared to revenues of $211,167 for the year ended December 31, 2005,
or an 8% decrease in revenues.

Cost of revenues and gross margin. Costs of revenues for the year ended December
31, 2006 were $193,057  resulting in a gross loss margin of $3,302,  compared to
cost of revenues for the year ended December 31, 2005 of $271,339 and gross loss
margin of $60,172.  Lower cost of  revenues  in 2006 were  primarily a result of
lower sales and a change in  personnel  during 2006 when  compared to 2005.  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 2006 were  $484,583  compared to



                                       9
<PAGE>

$680,651 for fiscal 2005,  or a decrease of  approximately  28%.  This  decrease
resulted primarily from a change in top management during fiscal 2006. 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.

Without   realization  of  additional  capital  or  significant   revenues  from
operations, it would be unlikely for the Company to continue as a going concern.
The  Company   anticipates  that  its  majority   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
minimal  revenues and 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. 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.

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

Going Concern

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

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

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






                                       10
<PAGE>



ITEM 7. FINANCIAL STATEMENTS

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

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

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

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

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

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

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

Notes to the Consolidated Financial Statements . . . . . . . . . . . . . F7 - 16


























                                       11
<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, 2006 and the related  consolidated
statements of operations, changes in stockholders' deficiency and cash flows for
the year ended December 31, 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 audit 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
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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, 2006 and the consolidated  results
of their  operations  and their cash flows for the year ended December 31, 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 8, 2007



                                       12
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of MB Software Corporation

We have audited the accompanying consolidated statements of operations,  changes
in  stockholders'  deficiency  and cash flows for the years ended  December  31,
2005, of MB Software  Corporation,  a Texas  Corporation,  and Subsidiaries (the
"Company").  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 audit in  accordance  with the  standards  established  by the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the consolidated financial statements are free of material misstatement.
An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit of the consolidated  financial  statements  provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the consolidated  results of operations and
cash  flows of MB  Software  Corporation  and  Subsidiaries,  for the year ended
December 31, 2005, in conformity with generally accepted  accounting  principles
in the United States of America.

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

/s/ Clancy and Co., P.L.L.C.
Scottsdale, Arizona

May 18, 2006



                                       13
<PAGE>
<TABLE>
<CAPTION>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2006

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

ASSETS
Current Assets
   Cash                                                              $    236,301
   Accounts receivable                                                     59,724
   Inventory                                                               96,571
   Prepaid inventory                                                       46,537
                                                                     ------------
Total current assets                                                      439,133

Fixed assets, net                                                          43,415

Security deposits                                                          13,739
                                                                     ------------

Total Assets                                                         $    496,287
                                                                     ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
   Accounts payable                                                        45,396
   Accrued liabilities                                                    302,833
   Obligation under capital lease- current portion                          3,169
   Notes and amounts due to related parties                             1,277,877
   Accrued interest due to related parties                                138,036
                                                                     ------------
Total current liabilities                                               1,767,311

Long-term liabilities                                                        --

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

Total Liabilities                                                       1,767,311

Commitments and contingencies

Stockholders' Deficiency
   Preferred stock, $10 par value; 5,000,000 shares authorized;
      issued and outstanding none                                            --
   Common stock:  $0.001 par value;  20,000,000 shares authorized;
      issued and outstanding: 16,145,432                                   16,145
   Additional paid-in capital                                          11,181,496
   Accumulated deficit                                                (12,456,626)
   Less: treasury stock, at cost;  4,089 shares                           (12,039)
                                                                     ------------
Total stockholders' deficiency                                         (1,271,024)
                                                                     ------------

Total Liabilities and Stockholders' Deficiency                       $    496,287
                                                                     ============

</TABLE>


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



                                       14
<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------
                                                  2006            2005
                                             ------------    ------------
Revenues                                     $    189,755    $    211,167

Cost of revenues                                  193,057         271,339
                                             ------------    ------------

Gross margin                                       (3,302)        (60,172)

Selling, general and administrative              (484,583)       (680,651)
                                             ------------    ------------

Loss from operations                             (487,885)       (740,823)

Other income (expense)
   Write-off of liabilities                          --            34,045
   Interest expense, net                         (135,674)        (51,085)
                                             ------------    ------------
Total other income (expense)                     (135,674)        (17,040)
                                             ------------    ------------

Loss before provision for income taxes           (623,559)       (757,863)

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

Loss from continuing operations                  (623,559)       (757,863)

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

Net loss                                     $   (623,559)   $   (757,863)
                                             ============    ============

Basic and diluted loss per share:
   Continuing operations                     $      (0.04)   $      (0.05)
                                             ------------    ------------
                                             $      (0.04)   $      (0.05)
                                             ============    ============

Weighted average common shares outstanding     16,145,432      15,665,869
                                             ============    ============











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



                                       15
<PAGE>
<TABLE>
<CAPTION>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                        YEARS DECEMBER 31, 2006 AND 2005

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

                                    Common          Common                       Additional
                                     Stock          Stock           Stock         Paid-In       Accumulated      Treasury
                                    Shares          Amount       Subscription     Capital         Deficit         Stock
                                 ------------    ------------    ------------    ------------   ------------    ------------
<S>                              <C>             <C>             <C>             <C>            <C>              <C>

Balance, December 31, 2004         14,921,432    $     14,921    $    221,971    $ 10,960,749   $(11,075,204)   $    (12,039)

Common stock issued under stock
subscripton                         1,224,000           1,224        (221,971)        220,747           --              --

Net loss                                                                                           (757,863)

                                 ------------    ------------    ------------    ------------   ------------    ------------
Balance, December 31, 2005         16,145,432          16,145            --        11,181,496    (11,833,067)        (12,039)

Net Loss                                                                                            (623,559)
                                 ------------    ------------    ------------    ------------   ------------    ------------
Balance, December 31, 2006         16,145,432    $     16,145              $-    $ 11,181,496   $(12,456,626)   $    (12,039)
                                 ============    ============    ============    ============   ============    ============




</TABLE>












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


                                       16
<PAGE>
<TABLE>
<CAPTION>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005
--------------------------------------------------------------------------------

                                                                                     2006        2005
                                                                                  ---------    ---------
<S>                                                                               <C>          <C>

Cash flows from operating activities
Loss from continuing operations                                                   $(623,559)   $(757,863)
Adjustments to reconcile net loss from to net cash used in operating activities
   Depreciation                                                                      21,786       16,219
   Loss on disposal of fixed assets                                                   1,922
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                                       (29,526)     (10,112)
   (Increase) decrease in inventory                                                 (65,927)      64,656
   (Increase) decrease in prepaid expenses and other assets                          85,090      (60,472)
    Increase (decrease) in accounts payable and accrued liabilities                 213,166      121,203
                                                                                  ---------    ---------
Net cash flows used in operating activities                                        (398,970)    (624,447)

Cash flows from investing activities
   Purchase of fixed assets                                                         (16,430)     (11,992)
                                                                                  ---------    ---------
Net cash flows used in investing activities                                         (16,430)     (11,992)

Cash flows from financing activities
   Principal payments under capital lease obligation                                 (3,992)      (3,171)
   Proceeds from notes payable - related parties                                    652,865      634,549
                                                                                  ---------    ---------
Net cash flows provided by financing activities                                     648,873      631,378
                                                                                  ---------    ---------

Increase (decrease) in cash                                                         233,473       (5,061)

Cash and cash equivalents, beginning of year                                          2,828        7,889
                                                                                  ---------    ---------
Cash and cash equivalents, end of year                                              236,301
                                                                                                   2,828
                                                                                  ---------    ---------

Cash paid during the year for:
   Interest                                                                            --           --
                                                                                  =========    =========
   Income taxes                                                                        --           --
                                                                                  =========    =========
Supplemental non-cash investing and financing activities: For the year ended
    December 31, 2006:
       None

     For the year ended December 31, 2005:
         None
</TABLE>

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



                                       17
<PAGE>



                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

MB  Software  Corporation  and  subsidiaries  (collectively  referred  to as the
"Company")   distributes   collagen-based  wound  care  products  to  healthcare
providers  such as  physicians,  clinics  and  hospitals  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
subsidiaries.  All  intercompany  transactions and balances have been eliminated
upon consolidation.

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

Use of estimates - The  preparation of financial  statements in conformity  with
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, 2006. 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  principally 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 2006
amounted to $21,786 (2005: $16,219).

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.



                                       18
<PAGE>


Allowance  for doubtful  accounts - The Company  establishes  an  allowance  for
doubtful  accounts to ensure  accounts  receivables  are not  overstated  due to
uncollectibility.  Bad  debt  reserves  are  maintained  based on a  variety  of
factors,  including the length of time  receivables  are past due and a detailed
review of certain  individual  customer  accounts.  If circumstances  related to
customers  change,  estimates  of the  recoverability  of  receivables  would be
further  adjusted.  There is no allowance for doubtful  accounts at December 31,
2006.

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 $75,000 at December 31,
2006.

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 the current  year.  See Note 8 for a
description of the Company's stock option plan.







                                       19
<PAGE>

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,  for which  there  were none for both  periods  presented.
Accordingly,  basic and diluted EPS are the same for both periods presented. All
per share and per share information are adjusted  retroactively to reflect stock
splits and changes in par value.


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

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

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") 123-R,  Share-Based Payment
("SFAS  123(R)").  SFAS 123(R)  replaces SFAS 123,  Accounting  for  Stock-Based
Compensation,  and  supersedes  APB Opinion 25,  Accounting  for Stock Issued to
Employees.  SFAS 123(R)  requires,  among  other  things,  that all  share-based
payments to employees,  including grants of stock options,  be measured based on
their  grant-date  fair value and  recognized as expense.  Effective  January 1,
2006, The Company adopted the fair value  recognition  provisions of SFAS 123(R)
using the modified  prospective  application  method effective  January 1, 2006.
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  (based on the
grant-date fair value  estimated in accordance  with the original  provisions of
SFAS 123 and previously  presented in pro forma footnote  disclosures),  and (b)
compensation  expense for all stock-based payments granted subsequent to January
1, 2006 (based on the grant-date fair value estimated in accordance with the new
provisions of SFAS 123(R)).  Results for periods prior to January 1, 2006,  have
not been restated.  Based on the Company's evaluation of the adoption of the new
standard,  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.

On June 7, 2005,  the FASB issued  Statement 154,  Accounting  Changes and Error
Corrections, a replacement of APB Opinion 20 and FASB Statement 3, ("SFAS 154").
SFAS 154 changes the  requirements  for the  accounting  for and  reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles were required  recognition via a cumulative  effect adjustment within
net  income  of the  period  of the  change.  SFAS  154  requires  retrospective
application to prior periods' financial  statements,  unless it is impracticable
to determine either the period-specific  effects or the cumulative effect of the
change.  SFAS 154 is  effective  for  accounting  changes  made in fiscal  years
beginning  after December 15, 2005.  The Company  adopted SFAS 154 on January 1,
2006.  The  adoption is not  expected to have a material  adverse  effect on the
Company's consolidated financial position, results of operations or cash flows.

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 will be 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



                                       20
<PAGE>

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 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 will be effective for the Company as of
September 30, 2007 and applied prospectively.  The provisions of FAS 158 are not
expected to have any impact on the Company's financial statements.

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

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

NOTE 2 - GOING CONCERN

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



                                       21
<PAGE>
<TABLE>
<CAPTION>

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 - DISTRIBUTION AGREEMENT

Wound Care had entered into a  Distribution  Agreement (the  "agreement")  dated
July 28, 2004 ("effective date of agreement"),  with Applied Nutritionals,  LLC,
("AN") for the exclusive  rights to market,  sell and distribute  wound products
that contain a certain  tissue  adhesive  that AN had obtained the rights to via
U.S. Patent No. 6,136,341. The patent is for a tissue adhesive hydrolysate which
promotes wound healing  containing  hydrolyzed Type I collagen.  Pursuant to the
agreement,  WCI was  obligated to pay certain  royalties  and  maintain  minimum
purchases with AN to maintain the exclusive rights.  Since WCI was unable to pay
the royalties or make the purchases,  WCI's rights  converted to a non-exclusive
basis.  Royalties are due and payable on a calendar quarterly basis on or before
the 30th day of the month  immediately  following the calendar  quarter in which
gross  receipts  are  received.  Accrued  royalties  at  December  31, 2006 were
$14,349.

Pursuant  to a Purchase  Option  Agreement  ("Option  Agreement")  with  Applied
Nutritionals,  LLC,  ("AN")  dated July 28,  2004,  the Company has an exclusive
option for a period of five years to  purchase  certain  patents  related to the
hydrolyzed  Type I form of  collagen  used within  gel,  powder,  paste and film
collagen  wound  dressing  compositions.  The total cash  exercise  price of the
patent and  related  intellectual  property  is  $5,100,000  and the  Company is
entitled  to pay  $75,000  per year as an option fee to  maintain  its rights to
purchase the said property. The Company had the option to pay another $75,000 on
or before August 31, 2005 to retain its exclusive  option pursuant to the Option
Agreement as well as other terms and conditions  contained therein.  The Company
was unable to pay the  royalties or make the  purchases  and lost its  exclusive
option to distribute the product under the original Distribution Agreement.

The Company is  currently in  negotiations  to  re-structure  the deal as it has
determined it cannot meet the original terms of the agreement.  Although Applied
Nutritionals has indicated that it is amenable to  restructuring  the agreement,
there is no assurance reasonable terms can be reached. We have been advised that
any  restructured  agreement  will not include an option to  purchase  the above
described patent.


NOTE 4 - RELATED PARTY TRANSACTIONS

Funds  are  advanced  from  various  related  parties  including  the  Company's
President and CEO/CFO and entities  controlled by him. 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 June 30, 2007 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, 2006 was  approximately  $131,049.  The
following is a summary of amounts due to / from  related  parties as of December
31, 2006:

     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 11, 2005 for     $      10,000
individual                 and CFO of this Company           $10,000 at 10% per annum, due on June 30,
                                                             2007
HEB, LLC, a Nevada         Scott Haire, Chairman             Series of funds advanced under two separate,     398,467
Limited Liability          President, CEO and CFO of         unsecured $1 million lines of credit dated
Company                    this company, controls both       November 26, 2003 and November 4, 2004, both
                           entities financing and            at 10% per annum; no maturity date, interest
                           operating decisions               payable quarterly; unused lines available at
                                                             December 31, 2006 total $1,601,532.





                                       22
<PAGE>

Araldo Cossutta, an       Director and stockholder of   Six separate, unsecured notes as follows: (i)         367,000
individual                the Company                   $75,000 note dated September 30, 2004, at 10%
                                                        per annum, due June 30, 2006; (ii) $80,000 note
                                                        dated September 14, 2005, at 10% per annum,
                                                        due June 30, 2006; (iii) $70,000 note dated June
                                                        15, 2006 at 10% per annum, due June 30, 2006
                                                        and (iv) $42,000 noted date April 5, 2005, at
                                                        10% per annum, due March 31, 2006 and (v) $50,000
                                                        note dated January 4, 2006, at 10% per annum,
                                                        due June 30, 2006 and (vi) $50,000 note dated
                                                        January 31, 2006 due June 30, 2006

eAppliance Payment        Controlling owners in         Note dated January 1, 2004 for $2,410 at 10%
Solutions, LLC a Nevada   eAppliance Payment            per annum; $10,000 line of credit.                      2,410
Limited Liability         Solutions, LLC are
Company Keystone          Cossutta and Haire
Equity Partners           Investors                     Note dated December 14, 2006 for $500,000 at
                                                        10% per annum; due March 31, 2007                     500,000
                                                                                                        -----------------
                                                                                                        $   1,277,877
                                                                                                        =================
</TABLE>



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                  41,720
                                              -------
Net book value                                 43,415
                                              =======



NOTE 6 - COMMITMENTS AND CONTINGENCIES

Consulting Agreement

The Company's  subsdiary  entered into a Consulting  Agreement dated November 7,
2005, for consulting and advisory services to the Company for period of 6 months
at the  rate of  $12,500  per  month.  For the year  ended  December  31,  2006,
consulting  expenses totaled $38,500 (2005:  $18,750) for this  consultant.  The
agreement was mutually terminated in March 2006.

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
2006 was approximately $109,500 (2005: $105,000). Minimum future rental payments



                                       23
<PAGE>

under non-cancelable operating leases having remaining terms in excess of 1 year
as of December  31, 2006,  for each of the next five years and in the  aggregate
are as follows:

2007                   $ 90,789
2008                     56,636
2009                     39,441
2010                       --
                       --------
                       $186,866
                       ========



Capital leases

The  Company  leases a phone  system  under a  capital  lease  for a  period  of
thirty-six  months through September 2007. The asset and liability under capital
lease is recorded at the present  value of the minimum  lease  payments  and the
asset is depreciated  over the related lease term.  Depreciation of assets under
capital lease for 2006 totaled $4,434 (2005: $5,117).

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

Phone system                                     $   13,302
Less accumulated depreciation                        10,575
                                                ------------
Net book value                                        2,727
                                                ============




Minimum  future lease  payments under capital lease as of December 31, 2006, for
each of the next five years and in the aggregate are: (2007: $3,169).

Federal Payroll Taxes

The Company is delinquent in the payment of its payroll tax liabilities with the
Internal  Revenue Service.  As of December 31, 2006,  unpaid payroll taxes total
approximately  $203,484 and related penalties and interest  approximated $85,000
computed  through  December 31, 2006.  These  liabilities  have been recorded as
accrued  liabilities  and general and  administrative  expenses at December  31,
2006. The Company  expects to pay these  delinquent  payroll tax  liabilities as
soon as  possible.  The final  amount  due will be subject  to the  statutes  of
limitations  related to such  liabilities and to negotiations  with the Internal
Revenue Service.


NOTE 7 - STOCKHOLDERS' EQUITY TRANSACTIONS

Common stock issued

At December 31, 2006 and 2005 the Company had 16,145,432  shares of common stock
issued and outstanding. Of these shares, 4,089 shares are held by the Company as
treasury stock.

Conversion of debt to equity

Pursuant to a "Settlement  and  Compromise  Agreement"  dated December 31, 2004,
(and  approved by the  Company's  Board of  Directors  on that same  date),  the
Company  agreed to issue  1,224,000  restricted  shares of its  common  stock to
H.E.B.,  LLC ("HEB") for the  forgiveness  of debt  outstanding on the Company's
books totaling $221,971 in exchange for all of the issued and outstanding shares
of MBH,  one of the  Company's  wholly-owned  subsidiaries.  No gain or loss was
recognized  on the  transaction  as it occurred  between  entities  under common
control.


NOTE 8 - STOCK OPTIONS

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



                                       24
<PAGE>


                                                          Weighted Average
                                               Options     Exercise Price
                                           -------------- ----------------
Outstanding at 12/31/03                           52,000             5.00
Granted, exercised                                     -                -
Forfeited during 2004                           (52,000)           (5.00)
                                           -------------- ----------------
Outstanding at 12/31/05 and 06                         -                -
                                           ============== ================


NOTE 9 - CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Major Customers and Trade Receivables

The Company has 4 customers  (2005: 3 customers) that each account for more than
10%  of  its  revenues.   Trade   receivables   from  these  customers   totaled
approximately  $49,570 or 83% of total accounts  receivable  balance at December
31, 2006, and were unsecured.



NOTE  10 - CONCENTRATION OF SUPPLIER RISK

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


NOTE 11 - INCOME TAXES

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

At December 31, 2006,  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 2006 was approximately $200,000 (2005: $300,000).

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, 2006 is  approximately  $12,400,000
and will begin to expire in 2008, if not previously utilized.

A reconciliation  of expected federal income tax expense  (benefit) based on the
U.S.  Corporate income tax rate of 34% to actual expense  (benefit) for 2006 and
2005 is as follows (rounded):

                                                    2006          2005
                                                -----------    -----------
Expected federal income tax benefit             $ 212,000      $ 248,000
Valuation allowance and other                    (212,000)      (248,000)
                                                -----------    -----------
Income tax  expense (benefit)                          -              -
                                                ===========    ===========


Deferred tax asset at December 31, 2006, is as follows:



                                       25
<PAGE>


Net operating loss carry forwards                   $ 4,200,000
Valuation allowance                                  (4,200,000)
                                                ----------------
Net current deferred tax asset                         -





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

None

ITEM 8A. 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.  There was no  change  in the  Company's  internal
control over financial  reporting  during the Company's most recently  completed
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Company's internal control over financial reporting.

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

ITEM 8B. OTHER INFORMATION

None

PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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           42       Chairman, Chief Executive
                                  Officer, President and Director       1993
Gilbert A. Valdez        63       Director                              1996
Araldo A. Cossutta       82       Director                              1994
Steven W. Evans          56       Director                              1994
Robert E. Gross          62       Director                              1994
Thomas J. Kirchhofer     66       Director                              1994

Executive  Officers of the  Company are elected on an annual  basis and serve at
the  discretion of the Board of Directors.  Directors of the Company are elected
on an annual basis.  All of our  directors  have agreed to remain until the 2006
annual meeting.



                                       26
<PAGE>


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 is also was a large  shareholder  and  director  of Computer
Integration Corporation of Boca Raton, Florida from 1993 to 2000.

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

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

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

Compensation of Directors

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

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 2006,  the Board of Directors did not meet.  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



                                       27
<PAGE>

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.

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 2006, no executive officer received any compensation from the Company.

Nominating Committee
--------------------

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

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

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

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;

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

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



                                       28
<PAGE>
<TABLE>
<CAPTION>

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 Exchange Act

No Forms 3, 4 or 5 have been furnish,  or to our knowledge,  filed by any of our
directors, officers or ten percent stockholders during the one year period ended
December 31, 2006.

Code of Ethics

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

ITEM  10.  EXECUTIVE COMPENSATION

Executive Compensation

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>        <C>

Scott A. Haire         2006      -0-          -           -            -              -            -            -
                       2005      -0-          -           -            -              -            -            -
                       2004      -0-          -           -            -              -            -

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


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

The following table sets forth certain  information  concerning the ownership of
the  Company's  common stock as of December 31, 2006,  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, 2006, there were 16,145,432 shares of common stock issued and
outstanding.



                                       29
<PAGE>

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

Common   Scott A. Haire(2)                  7,747,284               54%

Common   Araldo A. Cossutta                 4,717,000               33%

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

Common   All Directors and Executive Officers
         As a Group (six in number)        13,480,950             83.50%

* less than 1%

(1)  Unless otherwise noted, the address for each person or entity listed is 777
     Main Street, Suite 3100, Fort Worth Texas, 76102.
(2)  6,980,070  of  these  shares  are held by  H.E.B.,  LLC.  Mr.  Haire is the
     managing  member and majority owner of H.E.B.,  LLC, and as such, is deemed
     to be the beneficial owner of such shares.

ITEM 12.  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 the majority owner and managing  member of HEB, and Mr. Cossutta is
a member of our Board of Directors.

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

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 13.  EXHIBITS

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



                                       30
<PAGE>


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

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

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

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

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

*  Filed herewith



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, 2006. The firm of Clancy and
Co.,  P.L.L.C served as the Company's  independent  public accounts for the year
ended  December  31,  2005.  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.

Audit Fees

The Audit fees  billed by Clancy and Co.,  P.L.L.C.  for  professional  services
rendered for the audit of the  Company's  annual  financial  statements  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, 2006 and 2005 was $14,000
and $27,500, respectively.

Audit-Related Fees

None

Tax Fees

None

All Other Fees

None



                                       31
<PAGE>


Audit Committee Pre-Approval Policies and Procedures

The Company does not currently have and 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, 2006 and 2005. Our independent auditors did not
provide us with any non-audited services during the period indicated above.































                                       32
<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 26th day of March 2007.

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

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

/s/ Scott A. Haire     CEO, President, Chairman and Principal   March 26, 2007
-------------          Financial Officer
Scott A. Haire




































                                       33
<PAGE>



                                INDEX TO EXHIBITS


(a)         Exhibits

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

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



                                       34
<PAGE>