UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB



(Mark one)

[X]  Annual Report Under Section 13 or 15(d) of The  Securities  Exchange Act of
     1934

                   For the fiscal year ended December 31, 2004

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

         For the transition period from ______________ to _____________



                        Commission File Number: 000-21627
                                                ---------

                     Mortgage Assistance Center Corporation
        (Exact name of small business issuer as specified in its charter)

       Florida                                                 06-1413994
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)

                         2614 Main St., Dallas, TX 75226
                         -------------------------------
                    (Address of principal executive offices)

                                 (214) 670-0005
                                 --------------
                           (Issuer's telephone number)



      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock - $0.001 par value



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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company'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. [ ]

The issuer's revenues for the fiscal year ended December 31, 2004 was $-0-.

The aggregate market value of voting common equity held by  non-affiliates as of
December 31, 2004 was approximately  $245,185.  This  determination of affiliate
status is not necessarily a conclusive determination for other purposes.

As of December  31, 2004,  there were 664,603  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes    No X
                                                   ---   ---



<PAGE>

                     Mortgage Assistance Center Corporation

                                Index to Contents

                                                                     Page Number
Part I

Item 1   Description of Business                                            3
Item 2   Description of Property                                            6
Item 3   Legal Proceedings                                                  6
Item 4   Submission of Matters to a Vote of Security Holders                6

Part II

Item 5   Market for Company's Common Stock, Related Stockholders
          Matters and Small Business Issuer Purchases of Equity
          Securities                                                       7
Item 6   Management's Discussion and Analysis or Plan of Operation          7
Item 7   Financial Statements                                             F-1
Item 8   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosures                        9
Item 8A  Controls and Procedures                                          10
Item 8B  Other Information                                                10

Part III

Item 9    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act              10
Item 10   Executive Compensation                                          12
Item 11   Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                    14
Item 12   Certain Relationships and Related Transactions                  15
Item 13   Exhibits                                                        16
Item 14   Principal Accountant Fees and Services                          16

Signatures                                                                17








                                       2
<PAGE>

                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                                     PART I

Item 1 - Description of Business

History

Mortgage  Assistance Center  Corporation (the Company" or MACC) was organized in
1976,  under the name Knight  Airlines,  Inc., to engage in the commuter airline
business.  In October 1978, the Company engaged in an initial public offering of
its Common Stock in Florida,  pursuant to an exemption from  registration  under
Regulation  A  promulgated  under the  Securities  Act of 1933,  as amended (the
Securities  Act").  To the  Company's  best  knowledge,  there was no market for
trading of the Common  Stock until the  Company's  Common Stock was included for
trading on the NASD's  Electronic  Bulletin  Board in March  1997.  The  Company
operated as a commuter  airline from its inception  through April 1983,  when it
ceased  operations and all of the assets of the Company were sold to satisfy all
outstanding  indebtedness.  From April 1983, through September 1995, the Company
was  dormant.  In May 1994,  the name of the Company  was changed to  Portsmouth
Corporation.

On September 15, 1995,  pursuant to the terms of an Asset Purchase Agreement and
Plan of  Reorganization  dated as of August 21, 1995 (the  "Agreement")  between
Safe  Alternatives   Corporation  of  America,   Inc.,  a  Delaware  corporation
("SAC-Delaware")  and the  Company,  the Company  purchased  the  business  (the
"Business"),  including,  without limitation, all of the assets of SAC-Delaware,
and assumed all of the liabilities of SAC-Delaware  (the  Reorganization"),  and
commenced operations. Prior to the Reorganization, the Company had no meaningful
operations.  On March 4, 1996, the Company changed its name to Safe Alternatives
Corporation of America, Inc. (a Florida corporation).

In  connection  with  the  Reorganization,   SAC-Delaware  was  liquidated,  and
SAC-Delaware  distributed  to each  stockholder  0.2736  shares of the Company's
Common Stock for each share of SAC-Delaware that was owned. Consequently, all of
the share and per-share figures included herein reflect the Reorganization.  The
Agreement provided for the Company's purchase of all of SAC-Delaware's assets in
consideration   for,   among  other  things,   (i)  the  assumption  of  all  of
SAC-Delaware's  liabilities,  (ii) the issuance and delivery to  SAC-Delaware of
8,000,000 shares of the Common Stock, representing approximately 94% of the then
issued and outstanding shares of Common Stock as of the date of the Closing; and
(iii) a six percent royalty (the "Royalty") on the gross revenues of the Company
attributable to the assets acquired by the Company  pursuant to the terms of the
Agreement, payable on a pro rata basis to the stockholders of SAC-Delaware.  The
Royalty obligation has now expired.

In January  1997,  the Board  authorized  an agreement  with M & A  Acquisitions
whereby M & A Acquisitions would receive a finder's fee of 3% of gross sales for
the Company  acquiring the  worldwide  manufacturing  and marketing  rights from
Natural  Cool,  Inc. The Company  acquired  Natural  Cool,  Inc. in its entirety
during the first half of 1998.

On July 15, 1998, the Company  entered into an agreement for the purchase of the
assets of  Norfield  Corporation,  a  Connecticut  corporation  with  offices in
Danbury, Connecticut ("Purchase Agreement").  Norfield Corporation had filed for
Chapter 11 Bankruptcy  Protection in June 1996,  and the Purchase  Agreement was
subject to the approval of the Bankruptcy Court, which was received on September
14,  1998.  On  September  18,  1998,  in order to obtain  financing  to acquire
Norfield's  assets,  the Company assigned the Norfield Purchase Agreement to the
Norfield  Investor  Group (which  consisted of Nicky Hunt and Sean McNamara) and
agreed to issue options to purchase  1,000,000  shares of the  Company's  Common
Stock at a price of ten cents ($.10) per share  exercisable for a period of five



                                       3
<PAGE>

(5) years from September 18, 1998. The Norfield Investor Group agreed to pay all
amounts due under the Norfield Purchase Agreement at Closing,  including the sum
of $235,000 and the Company received a license and lease  ("Norfield  Lease") of
all the assets so acquired by the Norfield Investor Group. Pursuant to the terms
of the Norfield Lease,  the Company was to have made a payment of  approximately
$250,000 in December 1998.  Because the Company was unable to make that payment,
the Norfield  Corporation declared a default on the Norfield Lease and exercised
its  security  interest  in the Lease held by the  Company and all of the assets
that were  subject to the Lease were  returned  to  Norfield  Corporation  as of
December  31,  1998.  The Company did not receive any revenue or pay any sums of
money as a result of this transaction.

During 2001 and until mid-2002, the Company's business operations were conducted
from Derby, Vermont, and the Company greatly reduced overhead.

Since July 1, 2002, the Company has had no operations or assets.

On September 17, 2002,  The Company's  Board of Directors  agreed to sell, as of
June 30, 2002, all of the Company's assets to Environmental  Alternatives,  Inc.
(EAI), a privately held Vermont corporation, in exchange for EAI's assumption of
and agreement to indemnify and hold the Company harmless from paying any and all
claims,  causes of action,  or other  liabilities,  including but not limited to
interest, costs, expenses, disbursements and attorneys' fees, that could, may or
do attach to the  Company  as of June 30,  2002 as a result of, or is in any way
related to any of the  Company's  obligations  to its  creditors and all adverse
judgments  entered  against the Company except any obligations to the following:
(A) Continental Stock Transfer and Trust Company,  the Company's transfer agent;
Green Holman Frenia & Company,  L.L.P., the Company's former auditors;  (C) Arab
Commerce  Bank, a holder of a Company 6%  Convertible  Note;  and (D) Settlement
amounts due upon the  completion of a merger or other  combination  between SACA
and another  company.  Except as provided  above,  the  agreement  to assume the
Company's liabilities and to indemnify and hold the Company harmless from paying
the same is unlimited as to amount or as to time.

EAI is owned by Mr. Kenneth  Hodgdon,  a former employee who was responsible for
the Company's daily operations. Shareholders holding a majority of the Company's
common stock approved the Agreement by written action in lieu of a shareholder's
meeting.

On May 14,  2004,  our  company and  Mortgage  Assistance  Corporation,  a Texas
corporation,  ("MAC")  signed a  letter  of  intent  to  enter  into a  business
combination  transaction  whereby we would  acquire  MAC.  Before  the  business
combination can be completed,  we were required to reorganize our Company. Since
then, we have changed our a corporate name from Safe Alternatives Corporation of
America,  Inc., to Mortgage  Assistance  Center  Corporation  (2)  implemented a
reverse  split of common  stock  capital  stock on a One for Two  Hundred  Fifty
(1:250)  basis,  and (3) we  changed  our  authorized  common  stock  capital to
50,000,000 shares.

Business
--------

As of July 1,  2002,  our  Company  had no  assets  or  operations.  We had been
authorized  by our majority  shareholders  to enter into a business  combination
transaction with Mortgage Assistance Corporation located in Dallas, Texas.

Mortgage Assistance  Corporation ("MAC") was organized as a Texas corporation on
March 28, 2003. On January 1, 2004, MAC acquired the assets of Mortgage Solution
Partners,  a proprietorship  owned by Daniel Barnett. It is a financial services
company  that  purchases,  manages  and  resells  first and second  real  estate
mortgages and, or deed of trust promissory  notes. MAC purchases these mortgages
at a  substantial  discount  to  the  mortgage  obligation.  Additionally,  when
necessary, it will foreclose, rehabilitate and, or sell the real estate securing
the purchased mortgages and deed of trust promissory notes.

MAC purchases and manages pools of distressed real estate secured  mortgages and
promissory  notes. The types of mortgage pools acquired include  non-performing,
charged-off,  sub-prime mortgages,  typically between 90 days and two years past
due. The liens are secured by residential  real estate.  MAC acquires both first
and second  mortgages  or liens.  Approximately,  1% of the  acquired  loans are
subordinate  liens,  which bear risk of being reclassified as unsecured loans if
the  priority  lienholder   forecloses  on  the  real  estate.  These  pools  of
non-performing  real estate  mortgages  and notes are  purchased  from banks and
other lending  institutions.  Non-performing  loan pools are purchased in either
negotiated transactions or public bidding transactions.


                                       4
<PAGE>

MAC  principally  purchases  non-performing  first  lien loan  pools of  varying
amounts from banks and other lenders at a  significant  discount from the loans'
outstanding  legal  principal  balances,  the total of the aggregate of expected
future  sales price and the total  payments to be received  from the mortgage or
note obligors.  MAC acquires  portfolios  after a quantitative  and  qualitative
analysis of the underlying mortgage, and the collateral. Then MAC determines the
purchase  price of the  portfolio so that our  estimated  cash flow offers us an
adequate  return  on our  acquisition  cost and  servicing  expenses.  After the
company purchases the loan pool, the process of debt resolution  commences.  The
company works the loan portfolio with the purpose of changing the non-performing
loans into either performing loans or forecloses on the real estate. The company
will resell a substantial  portion of its  re-performing  loans in various sized
loan pools.  The company  will be required to  foreclose  on certain real estate
properties  when  portfolio  loans  continue  in  default.  As a  result  of the
foreclosure  actions,  the company will own single  family real estate and other
real estate.  These properties may be  rehabilitated,  held and ultimately sold.
They  may be sold  for cash or MAC may  finance  the sale by use of real  estate
installment sale contract.

MAC also enters into joint  venture  agreements  from time to time with  various
investors in the purchase of loan pools.

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

The   competition  in  the   non-performing   mortgage   industry  is  extremely
competitive.  Competition  varies  depending  on the  quality of the  collateral
securing the  non-performing  mortgages.  Large  amounts of cash are required to
facilitate the purchase of  non-performing  mortgage pools.  MAC has focused its
business in the lower value  non-performing  mortgage pools.  MAC is principally
purchasing   non-performing  mortgages  in  the  $100,000  or  less  range.  The
competition  in this  market  is less  providing  MAC with  opportunity  and the
mortgage discounts are much higher.  There are many other companies competing in
this market which are better  funded than MAC.  MAC's ability to compete in this
market  has  been   limited  by   insufficient   cash  with  which  to  purchase
non-performing pools.

Employees
---------

As of  December  31,  2004,  and  subsequent  thereto,  the  Company had no paid
employees.  Due to the lack of ongoing business  operations,  the Company's sole
officer spend up to  approximately 4 hours each per month managing the Company's
affairs. The Company expects to use consultants,  attorneys and accountants,  as
necessary,  and  does  not  anticipate  a need to  engage  any  other  full-time
employees.

Mortgage Assistance Corporation has 18 employees.

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

Conflicts of Interest.  Certain  conflicts of interest exist between the Company
and its officer and director.  Mr. Hensel has other business  interests to which
he  currently  devotes  attention,  and is  expected  to continue to do so. As a
result,  conflicts of interest may arise that can be resolved only through their
exercise of judgment in a manner which is consistent with their fiduciary duties
to the Company. It is anticipated that the Company's principal  shareholders may
actively  negotiate or otherwise  consent to the purchase of a portion or all of
their common stock as a condition to, or in connection  with, a proposed  merger
or other combination.  In this process, the Company's principal shareholders may
consider their own personal  pecuniary  benefit rather than the best interest of
other Company shareholders. Depending upon the nature of a proposed transaction,
Company  shareholders other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

Need for Additional  Financing.  The Company has no funds. Even if the Company's
future available funds prove to be sufficient to pay for its operations until it
is able to acquire an  interest  in, or  complete a  transaction  with  Mortgage
Assistance  Corporation  (MAC),  such funds will  clearly not be  sufficient  to
enable MAC to exploit its business opportunities.  Thus, the ultimate success of
the Company will depend,  in part,  upon its  availability  to raise  additional
capital.  In the event that the Company  requires  modest  amounts of additional
capital to fund its  operations  until it is able to complete  the MAC  business
combination  transaction,  such funds are  expected  to be  provided by Mr. Dale
Hensel or MAC. There is no assurance that  additional  capital will be available
for any source or, if available,  that it can be obtained on terms acceptable to
the Company. If not available, the Company's operations will be limited to those
that can be financed with its modest capital.


                                       5
<PAGE>

No Assurance of Success or Profitability. There is no assurance that the Company
will  generate  revenues or profits,  or that the market price of the  Company's
outstanding  shares will be increased by the business  combination with Mortgage
Assistance Corporation, the Texas corporation, with which we intend to acquire.

No Current  Agreement with Specific  Business and Highly Risky. On May 13, 2004,
we entered  into a Letter of Intent with  Mortgage  Assistance  Corporation.  We
intend to  execute  a  definitive  business  combination  agreement  in the near
future.

Other  Regulation.  The merger or other  combination  by the Company may be of a
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

Indemnification of Officers and Directors. The Company's By-Laws provide for the
indemnification,  to the full extent  allowed by Florida law, of its  directors,
Officers,  employees and agents who are or were a party, or are threatened to be
made a party to any  threatened,  pending or  completed  legal  action,  suit or
proceeding  by reason of the fact that he or she is or was  serving a  director,
officer,  employee or agent of the Company or is or was serving in such capacity
at another entity at the Company's request.  The extent,  amount and eligibility
for such  indemnification  are  determined  by a  majority  vote of a quorum  of
disinterested  directors,  or by a  majority  vote of a quorum of  disinterested
shareholders.

Dependence upon Outside Advisors.  To supplement the business  experience of its
officers  and  directors,  the Company  may be  required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's  officers,  without
any input by shareholders.  Furthermore, it is anticipated that such persons may
be  engaged  on an as needed  basis  without  a  continuing  fiduciary  or other
obligation to the Company.  In the event the officers of the Company consider it
necessary  to hire  outside  advisors,  they may elect to hire  persons  who are
affiliates, if those affiliates are able to provide the required services.

No Foreseeable Dividends. The Company has not paid dividends on its Common Stock
and does not anticipate paying such dividends in the foreseeable future.

Reports Filed with the SEC
--------------------------

The  Company  is a  reporting  company.  The public may read and copy the Annual
Report (Form 10-KSB) and any other  materials  filed by the Company at the SEC's
Public  Reference Room at 450 Fifth Street N.W.,  Washington,  D.C.  20549.  The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at  1-800-SEC-0330.  The SEC  maintains  an  internet  site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding issues at http://www.sec.gov.

Item 2 - Properties

The  Company  does not own any real  property.  During  2004,  we  maintained  a
corporate office at 2614 Main St., Dallas,  Texas on a rent free basis.  This is
the  principal  executive  office of Mortgage  Assistance  Corporation,  a Texas
corporation.

Item 3 - Legal Proceedings

We are not aware of any material legal proceedings against the Company.

Item 4 - Submission of Matters to a Vote of Security Holders

During the fourth quarter of 2004, our majority  shareholders  acting by written
consent, in lieu of a special shareholder meeting,  approved an amendment to our
Articles  of  Incorporation  changing  our company  name from Safe  Alternatives
Corporation  of  America,   Inc.  to  Mortgage  Assistance  Center  Corporation.
Additionally,  the  shareholders  approved an increase in our authorized  common
stock capital from 700,000 common shares,  par value $0.025 to 50,000,000 common
shares, par value $0.001. The shareholders  holding shares representing 75.9% of
the  votes  entitled  to be cast at a  meeting  of the  Company's  shareholders,
consented in writing to the actions.


                                       6
<PAGE>

PART II

Item 5 - Market for Common  Equity and  Related  Stockholder  Matters  and Small
Business Issuer Purchases of Equity Securities

Market Price of Common Stock:
-----------------------------

There has not been an active market for the Company's securities.  The Company's
Common Stock was quoted on the NASD Over the Counter Bulletin Board.

A range of high and low  quotations  for each quarter for the  Company's  Common
Stock for fiscal  years  2004 and 2003 are listed  below.  The  information  was
obtained from the NASD OTC Electronic Bulletin Board (www.otcbb.com). The prices
reported may not be indicative of the value of the Common Stock or the existence
of an active trading market.  The Company does not know whether these quotations
reflect  inter-dealer  prices without retail  mark-up,  markdown or commissions.
These quotations may not represent actual  transactions.  During 2004, our stock
was quoted  under the symbols  SACA and SFAC.  The 2004 figures are adjusted for
our reverse stock split.

                                        2003                      2004
                                -------------------       ---------------------
                                  Low         High          Low           High
                                -------      ------       -------        ------

         First Quarter          $0.001       $0.001        $1.62          $4.75
         Second Quarter         $0.001       $0.0045       $1.00          $8.75
         Third Quarter          $0.001       $0.001        $1.62          $3.00
         Fourth Quarter         $0.001       $0.0013       $1.30          $1.75

The Company had approximately  1,330 holders of record of its Common Stock as of
December 31, 2004.

The Transfer  Agent is Continental  Stock  Transfer & Trust Company,  17 Battery
Place South,  8th Floor, New York, NY 10004, and their telephone number is (212)
845-3245.

Dividend Policy

The Company has not  declared  any cash  dividends to the holders of its capital
stock and does not anticipate  declaring or paying  dividends in the foreseeable
future.

Recent Sales of Unregistered Securities      None

Small Business Issuer Purchases of Equity Securities: None

Item 6 - Management's Discussion and Analysis or Plan of Operation

General

The Company had no business operations during 2004.

The report of the Company's  independent  auditor contains a paragraph as to the
Company's ability to continue as a going concern. Among the factors cited by the
auditors as raising substantial doubt as to the Company's ability to continue as
a going concern are: (i) the Company has incurred  recurring  operating  losses;
and,  (ii) the  Company  has a  working  capital  deficiency.  See Note 3 to the
Financial Statements included herein.

Results of Operations for the Fiscal Years Ended December 31, 2003 and 2004

We had no business operations during 2003 and 2004.



                                       7
<PAGE>

Liquidity and Capital Resources

At  December  31,  2003,  the  Company  had  current  assets of $-0- and current
liabilities  of $1,927.  At December 31, 2004, the Company had current assets of
$-0- and current liabilities of $68,731.  The Company's ability to continue as a
going concern in the near term is dependent upon obtaining additional financing.

As of  December  31, 2003 and 2004,  respectively,  the Company did not have the
financial  resources to conduct any  business  operations.  The only  operations
consisted of maintaining the corporate  entity  integrity,  preparing  financial
statements  and  filing  periodic  reports  with  the  Securities  and  Exchange
Commission.

During 2004, the Company  financed its limited  operations  principally  through
obtained   loans  from  Mortgage   Assistance   Corporation   which   aggregated
approximately  $43,000 as of December  31, 2004.  This advance is unsecured  and
payable upon demand.

There are no written  commitments from any person or corporate entity to provide
additional  funds. We cannot offer any assurance that  additional  funds will be
available to the Company in the future.

The Company may  compensate  service  providers  by issuances of common stock in
lieu of cash.

FORWARD-LOOKING STATEMENTS:

We have included  forward-looking  statements in this report.  For this purpose,
any  statements  contained in this report that are not  statements of historical
fact may be  deemed to be  forward  looking  statements.  Without  limiting  the
foregoing,  words  such as "may",  "will",  "expect",  "believe",  "anticipate",
"estimate",  "plan" or "continue" or the negative or other variations thereof or
comparable  terminology  are  intended to identify  forward-looking  statements.
These statements by their nature involve  substantial  risks and  uncertainties,
and actual  results  may differ  materially  depending  on a variety of factors.
Factors that might cause  forward-looking  statements to differ  materially from
actual  results  include,  among other  things,  overall  economic  and business
conditions,  demand  for the  Company's  products,  competitive  factors  in the
industries in which we compete or intend to compete,  and other uncertainties of
our future acquisition plans.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

The  Company  does  not  issue  or  invest  in  financial  instruments  or their
derivatives for trading or speculative  purposes.  The operations of the Company
are conducted  primarily in the United States,  and, are not subject to material
foreign  currency  exchange risk.  Although the Company has outstanding debt and
related  interest  expense,  market risk of interest rate exposure in the United
States is currently not material.

Plan of Business

General
-------

Dale Hensel joined the Company on March 19, 2004 for the purpose of  structuring
a  business  combination  with a  company  whose  principal  business  operation
includes the purchase of non-performing real estate secured promissory notes and
real  property  investment.  We entered  into a Letter of Intent  with  Mortgage
Assistance Corporation,  ("MAC") a Texas corporation. Mr. Hensel works full-time
for MAC. He is the President of MAC and one of MAC's principal shareholders.  We
obtained shareholder approval of the corporate actions required by the Letter of
Intent.

After  receiving the required  shareholder  approval,  we  implemented a reverse
stock  split  of our  common  stock  on a One for  Two  Hundred  (1:250)  basis,
increased our authorized  common stock capital to 50,000,000  shares and changed
our  corporate  name from Safe  Alternatives  Corporation  of  America,  Inc. to
Mortgage Assistance Center Corporation.

We intend to acquire MAC in a reverse  acquisition  transaction  structured as a
share  exchange with the MAC  shareholders.  A reverse  acquisition is where the
acquired  company  takes  control of the acquired  company.  This means that the
management of MAC will become the management of our company.  Upon completion of
the business combination, MAC will be a wholly owned subsidiary.



                                       8
<PAGE>

The Company  needs to obtain funds from outside  sources in order to pay for the
expenses that will be associated with the proposed business combination. It will
need to rely on its current officer and director for this funding.  There are no
financial commitments obligating Mr. Hensel to finance the Company.

Business Conducted by the Companies

Our company has not conducted any business  operations  for about two years.  We
had been working to resolve creditor claims and lawsuits resulting from our past
operations.   MAC's  principal  business  operations  involve  the  purchase  of
non-performing real estate secured promissory notes and real property investment
in the United States.

Terms of the Proposed Business Combination with MAC

We  propose  to  issue  approximately   12,000,000  common  shares  to  the  MAC
shareholders  in connnection  with the acquisition of MAC. This will require the
approval of the consenting MAC  shareholders.  The acquisition of the MAC shares
was approved by the written consent of our majority shareholders.

The Share Exchange will be subject to, among other things, amending our articles
of  incorporation  and  state  and  federal  securities  regulation.  We are not
permitted to issue the exchange shares unless we increase our authorized capital
and issue the exchange share  complying  with both federal and state  securities
laws. We will need to issue the shares under securities  transaction  exemptions
or  register  the  issuance  of the  shares  with  the  regulating  governmental
authorities.  We  anticipate  acquiring all of the MAC shares under the isolated
securities transaction exemption permitted by Section 4(2) of the Securities Act
of 1933, as amended. We cannot estimate a completion date for the proposed Share
Exchange at this time.

Purpose and Effect of the Business Combination with MAC

The  proposed  acquisition  of  MAC  will  be  structured  as a  share  exchange
transaction.  This  means that we will issue the MAC  shareholders  our  company
shares for their company  shares.  MAC will become a wholly owned  subsidiary of
our company.  This will permit MAC to continue to conduct its  business  without
any delays  associated  with business  combination  transactions.  The Company's
majority shareholders approved the MAC acquisition.

Past Contacts, Transactions or Negotiations

The  consideration  exchanged in proposed Share Exchange  Agreement  between the
Company and MAC was negotiated between the Company and MAC in a transaction with
management.  The  management of the Company and MAC share a common  director and
officer,   Dale  Hensel.  The  transaction  did  not  represent  an  arms-length
transaction.  At that time, the  transaction was valued at $295,000 or $.025 per
share. At that time a market value for the Company's common shares was difficult
to ascertain because of the limited and illiquid market for the company shares.

Item 7 - Financial Statements

The required financial statements begin at Page F-1 of this document.

We have  attached  the  audited  financial  statements  of  Mortgage  Assistance
Corporation  (MAC),  the  Texas   corporation,   that  we  propose  to  acquire.
Additionally,  we have included proforma  financial  information for comparative
purposes only which is not  indicative  of the  operating  results that actually
would have occurred had the MAC  acquisition  been  consummated  on December 31,
2004. These results are not intended to be a projection of future results and do
not  reflect  any  synergies   that  might  have  been  achieved  from  combined
operations.

Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

On July 26, 2004,  the  Registrant's  certifying  independent  accountant,  S.W.
Hatfield, C.P.A. was dismissed.

The financial  statements reported on by S.W. Hatfield,  C.P.A. were not subject
to an adverse or  qualified  opinion,  or a  disclaimer  of opinion and were not
modified as to  uncertainty,  audit scope or  accounting  principles  during the
fiscal years ending  December 31, 2002 and 2003, and interim  periods,  with the
exception that S.W.  Hatfield,  C.P.A.  did issue a going concern  opinion which


                                       9
<PAGE>

appears Note C of the  Company's  financial  statements  which are a part of the
Form 10-KSB Annual Report for the period ending December 31, 2003. There were no
disagreements related to accounting principles or practices, financial statement
disclosure, internal controls or auditing scope or procedure during the past two
fiscal years and interim  periods,  including the interim  period up through the
date the  relationship  ended.  On July  26,  2004,  we  engaged  a  replacement
independent  certifying  accountant  firm named Sutton  Robinson  Freeman & Co.,
P.C., Certified Public Accountants located in Tulsa, Oklahoma.

Item 8A - Controls and Procedures

As of the end of the  reporting  period,  December 31,  2004,  we carried out an
evaluation,  under the supervision and with the participation of our management,
including  the  Company's  Chairman  and Chief  Executive  Officer and the Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange  Act of 1934  (the  "Exchange  Act"),  which  disclosure  controls  and
procedures are designed to insure that information required to be disclosed by a
company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed, summarized and reported within required time periods specified by the
SEC's rules and forms.  Based upon that  evaluation,  the Chairman and the Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures are
effective  in timely  alerting  them to  material  information  relating  to the
Company required to be included in the Company's period SEC filings.

(b) Changes in Internal Control.

Subsequent to the date of such evaluation as described in  subparagraph(a)above,
there were no changes  in our  internal  controls  or other  factors  that could
significantly affect these controls, including any corrective action with regard
to significant deficiencies and material weaknesses.

(c) Limitations.

Our  management,   including  our  Principal  Executive  Officer  and  Principal
Financial  Officer,  does not expect  that our  disclosure  controls or internal
controls over  financial  reporting  will prevent all errors or all instances of
fraud. A control system,  no matter how well designed and operated,  can provide
only reasonable,  not absolute,  assurance that the control system's  objectives
will be met. Further,  the design of a control system must reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues and  instances  of fraud,  if any,  within our company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Controls can also be  circumvented  by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions  about the  likelihood  of future  events,  and any  design  may not
succeed in achieving  its stated goals under all  potential  future  conditions.
Over time,  controls may become  inadequate  because of changes in conditions or
deterioration  in the degree of compliance with policies or procedures.  Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.

8B. OTHER INFORMATION. None

PART III

Item  9  -  Directors,   Executive  Officers,  Promoters  and  Control  Persons;
Compliance with Section 16(a) of the Securities Exchange Act of 1934

The Company's Officers and Directors during 2004 were as follows:

Name                  Age       Position and Tenure

Richard Fricke        60        President, CEO, Director, Resigned 3-5-04
Dominic G. Parisis    74        CFO, Secretary, Director, Resigned 3-5-04
Dale J. Hensel (1)    35        President, CEO, CFO, Director, Appointed 3-19-04



                                       10
<PAGE>

(1) Richard Fricke and Dominic Parisi  resigned March 5, 2004 and nominated Dale
Hensel as sole  director and president of the company.  Mr. Hensel  consented to
the  nomination  on March 19, 2004.  Mr. Hensel will serve until the next annual
meeting of the Company's stockholders or until his successor is duly elected and
has  been  qualified  or has been  appointed  by the  board  to fill  vacancies.
Officers hold their positions at the pleasure of the board of directors,  absent
any employment  agreement,  of which none currently  exists or is  contemplated.
There  are no  family  relationships  between  the  Company's  directors  or its
officers.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as no hours per month,  or more than forty hour per month,  but more than
likely encompass less than ten hours per month.

Biographical Information
------------------------

Dale J. Hensel was  nominated  to serve as sole  Director  and  President by the
former board of directors on March 5, 2004.  Richard  Fricke and Dominic  Parisi
resigned  their  director  and officer  positions  March 5, 2004 and Mr.  Hensel
consented to the  nomination  on March 19, 2004.  In 1999,  Mr.  Hensel was self
employed as a real estate investor of multi-family  residential property. In May
of 1999, he became President and of Meadow Wind, LLC, the co-owner of a 400 unit
apartment  complex in Dallas,  Texas.  In February 2000, he sold his interest in
Meadow  Wind,  LLC and was  appointed  President  and  member  of the  board  of
directors of Remington-Hall Capital Corporation, a financially troubled publicly
traded  corporation.  His principal role was to implement corporate clean-up and
reorganization  efforts.  In  October  2000,  he  resigned  his  positions  with
Remington-Hall.  In February 2001, he formed H&L International Investments, Inc.
The  company's   principal   business   operations   involved  the  acquisition,
rehabilitation  and sale of distressed  single  family  properties in the Dallas
area.  In  October  2001,  he was  asked  once  again  to act  as  president  of
Remington-Hall  and he consented.  In September 2002, he once again resigned and
the company subsequently filed for bankruptcy  protection.  In February of 2002,
he and others formed Note, Inc. which conducted business as Banker's Assistance.
Its principal  corporate business was the purchase of non-performing real estate
secured  promissory  notes.  He left the company in April 2003 and  subsequently
divested his interest. In April 2003, he formed Mortgage Assistance Corporation,
a company  devoted to the  purchasing  of  non-performing  real  estate  secured
promissory notes and real property investments.

Mr. Richard J. Fricke served as President and Chief  Executive  Officer,  except
for a short period as set forth below,  of the Company since January 1998. He is
also a  Director  of the  Company.  He has been a  practicing  general  practice
attorney in the State of Connecticut  since 1970 and was admitted to the bar the
same year.  From  1970-73,  he worked  with the law firm of Gregory & Adams,  in
Wilton,  Connecticut.  From 1973 to 1990,  he was a  partner  in the Law Firm of
Crehan & Fricke,  in  Ridgefield,  Connecticut.  Mr. Fricke filed for protection
under Chapter 7 of the federal  bankruptcy  laws in 1996. In addition to private
practice,  Mr. Fricke was Town Counsel for the town of Ridgefield,  Connecticut.
From 1973-81,  he served as Director of Village Bank & Trust Company and for the
Ridgefield  Community Center and the Ridgefield  Montessori  School.  Mr. Fricke
received his undergraduate  and law degrees from Cornell  University in 1967 and
1970,  respectively.  Mr. Fricke's biographies can be found in Marquis Who's Who
in America, Who's Who in the World, Who's Who in Business and Finance, and Who's
Who in the East.

Mr. Dominic Parisi is a self-employed  consultant regarding business management,
development and training. He has an MBA from the University of Chicago, Chicago,
Illinois and a Ph.D. from Northwestern  University,  Evanston,  Illinois.  He is
Professor  Emeritus and past Chairman of the  Department of  Management,  DePaul
University,  Chicago,  Illinois.  Mr.  Parisi serves as a member of the Board of
Directors of First  Frontier  Holdings,  Inc.,  SOBRO GROUP,  Inc. and San Diego
Downtown Residents (Non-profit).

Compliance With Section 16(a) of The Exchange Act
-------------------------------------------------

Compliance  with Section  16(a) of the  Securities  Exchange Act of  1934Section
16(a) of the  Securities  Exchange Act of 1934 requires the Company's  directors
and  executive  officers,  and  persons  who own more than 10% of the  Company's
Common  Stock,  to file with the  Securities  and  Exchange  Commission  initial
reports of beneficial  ownership and reports of changes in beneficial  ownership
of  Common  Stock of the  Company.  Officers,  directors  and  greater  than 10%
shareholders  are required by the Securities and Exchange  Commission to furnish
the Company with copies of all section 16(a) reports they file.  The Company has
not been  provided  with  copies  of any  forms by  officers,  directors  or 10%
shareholders and assumes that the forms were not filed.


                                       11
<PAGE>

CODE OF ETHICAL CONDUCT.

On May 13, 2004, our board of directors adopted our code of ethical conduct that
applies to all of our employees and directors, including our principal executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical  Conduct is  consistent  with the
requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

     o    Honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     o    Full, fair, accurate,  timely and understandable disclosure in reports
          and  documents  that we file or submit to the  Securities  &  Exchange
          omission and in other public communications made by us;

     o    Compliance with applicable governmental laws, rules and regulations,

     o    The prompt  internal  reporting  to an  appropriate  person or persons
          indentified in the code of violations of our Code of Ethical  Conduct;
          and

     o    Accountability for adherence to the Code.

Item 10- Executive Compensation

As of December 31, 2004, and subsequent thereto,  the Company's officers receive
no compensation.  Due to the lack of ongoing business operations,  the Company's
sole officer may spend up to  approximately  4 hours each per month managing the
Company's affairs.

Mr. Fricke,  a Director and Officer of the Company,  has agreed,  effective upon
completion of a merger or other combination,  to forgive all sums owed to him be
the Company,  to waive his right to all his  outstanding  stock options,  and to
assume and hold the Company  harmless from paying certain tax  liabilities.  Mr.
Parisi, a Director and Officer of the Company, agreed, effective upon completion
of merger or other combination,  to waive his right to all his outstanding stock
options.

Other Officer Compensation and Benefits
---------------------------------------

The Company  established a Medical and Dental  Reimbursement Plan for Richard J.
Fricke  providing  for  reimbursement  of up to $10,000  of  medical  and dental
expenses annually.  The Company has not received any requests for reimbursements
under this plan.

Employment Agreements
---------------------

The Company does not have any  employment  agreements,  termination  agreements,
change-in-control  agreements or change in responsibilities  agreements with any
of its employees.

Conflicts of Interest
---------------------

Mr.  Hensel,  as the  Company's  sole  officer  and  director  has a conflict of
interest  relating to the proposed  business  combination  transaction  with MAC
because he is an officer,  director and  shareholder of MAC. As a result of this
conflict of  interest,  we obtained  the  approval  and consent of the  proposed
business combination  transaction from our majority  shareholders as required by
Florida Statutes 607.0832.

None of the  officers of the Company will devote more than a portion of his time
to  the  affairs  of  the  Company.  There  will  be  occasions  when  the  time
requirements of the Company's business conflict with the demands of the officers
other  business and investment  activities.  Such conflicts may require that the
Company attempt to employ additional  personnel.  There is no assurance that the
services of such persons  will be  available  or that they can be obtained  upon
short notice.


                                       12
<PAGE>

The  officers,  directors  and/or  principal  shareholders  of the  Company  may
actively negotiate for the purchase of a portion or all of their common stock as
a condition  to or in  connection  with a proposed  merger or other  combination
transaction.  It is  anticipated  that a substantial  premium may be paid by the
purchase  in  conjunction  with any sale of  shares by the  Company's  officers,
directors and/or principal shareholders made as a condition to, or in connection
with,  a  proposed  merger  or other  combination  transaction.  The fact that a
substantial  premium  may be  paid  to  members  of  Company  management  and/or
principal  shareholders  to acquire their shares  creates a conflict of interest
for them and may  compromise  their state law fiduciary  duties to the Company's
other  shareholders.  In making  any such sale,  members  of Company  management
and/or principal  shareholders may consider their own personal pecuniary benefit
rather  than  the  best  interests  of  the  Company  and  the  Company's  other
shareholders,  and the other  shareholders  are not  expected to be afforded the
opportunity  to  approve  or  consent  to  any  particular  buy-out  transaction
involving  shares  held  by  members  of  Company  management  and/or  principal
shareholders.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in  cash.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

During July 2002, in order to facilitate the Company's  merger or other business
combination  transaction  with another  company,  the Company  issued a total of
84,720,733 shares of the Company's  unregistered,  restricted common stock to be
held in  escrow  for the  benefit  of the  Company's  potential  merger of other
combination partner.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive Compensation.

It is possible  that the Company  may enter into an  agreement  with a merger or
other  combination  partner requiring the sale of all or a portion of the Common
Stock held by some or all of the Company's current stockholders to the merger or
other  combination  partner or principals  thereof,  or to other  individuals of
business entities, or requiring some other form of payment to some or all of the
Company's current stockholders,  or requiring the future employment of specified
officers  and payment of  salaries to them.  It is more likely than not that any
sale of  securities by some or all of the Company's  current  stockholders  to a
merger or other  combination  partner would be at a price  substantially  higher
than  that  originally  paid  by  such  stockholders.  Any  payment  to  current
stockholders  in the  context  of a merger or other  combination  involving  the
Company would be  determined  entirely by the largely  unforeseeable  terms of a
future agreement with an unidentified business entity.

Limitation of Liability and Indemnification Matters
---------------------------------------------------

The  Company's  By-Laws  provide  for the  indemnification,  to the full  extent
allowed by Florida law, of its directors, Officers, employees and agents who are
or were a party, or are threatened to be made a party to any threatened, pending
or completed  legal action,  suit or proceeding by reason of the fact that he or
she is or was serving a director,  Officer,  employee or agent of the Company or
is or was serving in such capacity at another  entity at the Company's  request.
The extent,  amount and eligibility for such indemnification are determined by a
majority vote of a quorum of disinterested directors, or by a majority vote of a
quorum of disinterested shareholders.

Section  607.0850 of the Florida  Business  Corporation  Act  empowers a Florida
corporation to indemnify any person who is a party to any proceeding (other than
an  action by or in the  right of such  corporation)  by reason of the fact that
such  person  is  or  was  a  director,  Officer,  employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
provided that he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.  A Florida  corporation  may indemnify any person who is a
party to any  proceeding  by or in the right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable in the  proceeding.
Where an officer, director,  employee or agent of a corporation is successful on
the merits or  otherwise  in the defense of any action  referred  to above,  the
corporation  must  indemnify  him against  the  expenses  which he actually  and
reasonably incurred in connection therewith.


                                       13
<PAGE>

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

The Company is not aware of any claims, whether possible or asserted, for
indemnification.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

The following table shows, with the exception of Dale Hensel, as of December 31,
2004,  the shares of Common Stock  beneficially  owned by all of the persons who
served as the  directors  or officers of the Company  during 2004 as well as the
principal  shareholders (greater than 5%) of the Company individually and, as to
the directors and officers, as a group.

The number of shares  beneficially  owned by each person or entity is determined
under rules of the Securities and Exchange  Commission,  and the  information is
not necessarily  indicative of beneficial ownership for any other purpose. Under
such rules,  beneficial ownership includes any shares as to which the person has
the sole or shared  voting power or  investment  power and also any shares which
the  person  has the right to  acquire  as of a date  within  60 days  after the
relevant date through the exercise of any stock option or other right.

Based on 664,603 shares issued and outstanding on December 31, 2004 after giving
effect to the reverse  split of the common  stock  implemented  on November  22,
2004. The share ownership in the table and footnotes below has been reclassified
after giving effect to the reverse split.

                                                                  % of Class
    Name and address                   Number of Shares       Beneficially Owned

Richard J. Fricke (1) (2) (4)(5)          131,068                   19.72%
25 Buckingham Ridge Road
Wilton, CT 06897

Dominic G. Parisi (2)(5)                   34,203                    5.14%
701 Kettner Blvd #75
San Diego, CA

Loper & Seymour, P.A. (3)(6)              338,883                   51.0%
Escrow Account
24 East 4th Street
St. Paul, MN 55101

Dale J. Hensel(6)                            -0-                      -0-

All Directors and Officers
     as a Group                           504,019                   75.83%

(1)  Includes  (a) 1,200  shares of the  Company's  restricted  Common  Stock as
     compensation  for his services as an Officer and Director  during 1998; (b)
     currently  exercisable  options to purchase 10,000 restricted shares of the
     Company's Common Stock at an exercise price of $2.50 per share, exercisable
     until  December 21, 2008,  for his  continued  service,  together  with the
     liability  exposure  attendant  thereto,  as an Officer and Director of the
     Company  after  the  remainder  of the  Company's  Officers  and  Directors
     resigned in December  1998.  In 1999,  the Company  converted  the award of
     these options into an award of the Company's  restricted  Common Stock; (c)
     options to purchase 100 shares of the Company's  restricted Common Stock as
     compensation  for serving as an Officer and Director of the Company  during
     1998; and (d) 100 shares owned by The Ridge Group.

     Although the following are included in the total,  Mr. Fricke  specifically
     disclaims any ownership in the following shares: (a) 328 shares held by the
     Fricke Family Trust;  (b) 2,547 shares held by Mr.  Frickes  former spouse;
     (c) 328 shares held by his father;  (d) 61 shares that he holds as Trustee;
     and (e) 320 held by his grown children.



                                       14
<PAGE>

(2)  In 1999,  the Company  authorized  the  issuance  options to purchase  four
     hundred (400) shares of the Company's restricted Common Stock at $.0001 per
     share for a period of five (5) years  from the date of the  meeting to each
     member  of the Board for each  meeting  attended.  Under  this  plan,  each
     Director is entitled to  currently  exercisable  options to purchase  6,000
     shares of the  Company's  restricted  Common  Stock in 1999 and  options to
     purchase  4,000 shares of restricted  Common Stock for 2000.  There were no
     options  issued  in 2001 or 2002.  These  options  were not  exercised  and
     expired in 2004.

(3)  During the second  quarter of 2002,  in order to  facilitate  the Company's
     merger or other  combination  with another  company,  the Company  issued a
     total of 338,883  shares of the  Company's  restricted  stock to be held in
     escrow  for the  benefit  of the  Company's  future  merger or  combination
     partner.

(4)  The directors have agreed to waive the right to and under any stock options
     that they may have,  effective upon the  consummation  of a merger or other
     combination of SACA and another company.

(5)  Fricke and Parisi resigned their officer and director  positions  effective
     March 5,  2004,  nominating  Dale  Hensel to fill the vacant  director  and
     president positions. Hensel consented to the nomination on March 19, 2004.

(6)  Dale Hensel became the sole company director and officer on March 19, 2004.

Changes In Control.

We entered into a Letter of Intent with Mortgage Assistance Corporation, a Texas
corporation  (MAC) on May 14, 2004.  The Letter of Intent  required  shareholder
approval of reverse  split of our  capital  stock,  a corporate  name change and
approval  of a business  combination  between  our  company and MAC. We received
shareholder  approval and implemented the reverse split of our common stock on a
one for two hundred fifty (1:250) share basis,  increased our authorized capital
from  700,000 post reverse  split  shares to  50,000,000  shares and changed our
corporate name from Safe Alternatives  Corporation of America,  Inc. to Mortgage
Assistance Center  Corporation.  When we complete the business  combination with
MAC,  Mr.  Hensel  will  become a  shareholder  of our  company.  We  anticipate
completing this business  combination  transaction  during the second quarter of
2005.

Item 12 - Certain Relationships and Related Transactions

On May 14,  2004,  Dale  Hensel  executed a Letter of Intent  providing  for the
contingent  business  combination of the Company with MAC, a company in which he
is a shareholder.

In 1999,  the  Company  authorized  compensation  and  incentive  pay to  Robert
Percheski consisting of 25,000 shares of restricted Common Stock plus options to
purchase 234,000 shares of restricted Common Stock exercisable for a period of 5
years at a price of $.01 per share. In June 2003, the Company settled all claims
held by Mr.  Percheski  against the company,  including the waiver of all rights
under  the stock  options  that he has or  claimed  to have by the  issuance  of
412,000 shares of restricted common stock and the payment $1,200.

On September 17, 2002,  The Company's  Board of Directors  agreed to sell, as of
June 30, 2002, all of the Company's assets to Environmental  Alternatives,  Inc.
(EAI), a privately held Vermont corporation, in exchange for EAI'S assumption of
and agreement to indemnify and hold the Company harmless from paying any and all
claims,  causes of action,  or other  liabilities,  including but not limited to
interest, costs, expenses, disbursements and attorneys' fees, that could, may or
do attach to the  Company  as of June 30,  2002 as a result of, or is in any way
related to any of the  Company's  obligations  to its  creditors and all adverse
judgments  entered  against the Company except any obligations to the following:
(A) Continental Stock Transfer and Trust Company,  the Company's transfer agent;
(B) Green Holman Frenia & Company,  L.L.P.,  the Company's former auditors;  (C)
Arab  Commerce  Bank,  a  holder  of a  Company  6%  Convertible  Note;  and (D)
Settlement  amounts  due upon the  completion  of a merger or other  combination
between SACA and another  company.  Except as provided  above,  the agreement to
assume the Company's  liabilities and to indemnify and hold the Company harmless
from paying the same is  unlimited  as to amount or as to time.  EAI is owned by
Mr. Kenneth  Hodgdon,  a former  employee who was  responsible for the Company's
daily operations.  Shareholders holding a majority of the Company's common stock
approved the Agreement by written action in lieu of a shareholder's meeting.



                                       15
<PAGE>

Item 13 - Exhibits

Exhibits
--------

2.0+     Articles of Amendment filed November 16, 2004
2.1++    Articles of Amendment filed January 17, 2005
2.1*     Asset Purchase Agreement and Plan of Reorganization between the Company
         and SAC Delaware dated August 21, 1995
3.1*     Certificate of Incorporation of the Company
3.2*     By-Laws of the Company
3.3**    Amendment  to  Articles  on  Incorporation  increasing  the  number  of
         authorized  shares  of  the  Company's  common  stock  to  one  hundred
         seventy-five million (175,000,000) shares at $0.0001 par value.
4*       Copy of  specimen  certificate  representing  shares of  Common  Stock,
         $.0001 par value per share, of the Company
10***    Agreement by and between  Environmental  Alternatives,  Inc., a Vermont
         corporation,  including  its  successors  and  assigns  and the Company
         transferring  all assets of the Company in exchange for the  assumption
         of all liabilities,  exclusive of certain defined liabilities  retained
         by the Company, as of June 30,2002.
20.1     Code of Ethical Conduct
31.0     Chief  Executive  and  Financial   Officer-Section   302  Certification
         pursuant to Sarbanes-Oxley Act.
32.0     Chief  Executive  and  Financial   Officer-Section   906  Certification
         pursuant to Sarbanes-Oxley Act.

+        Incorporated  by reference  from  Current  Report filed on November 23,
         2004
++       Incorporated by reference from Current Report filed on January 7, 2005
*        Incorporated by reference from the Company's  Registration Statement on
         Form 10-KSB filed December 31, 1996.
**       Incorporated  by  reference  from the  Company's  Form  10-QSB  for the
         quarterly period ended June 30, 2001.
***      Incorporated  by reference from the Company's Form 8-K dated October 2,
         2002.

Item 14 - Principal Accounting Fees and Services

         The Company paid or accrued the following fees in each of the prior two
fiscal years to its principal  accountant,  Sutton,  Robinson  Freeman & Co., of
Tulsa, Oklahoma.

                                                Year End                Year End
                                                12-31-03                12-31-04

(1)      Audit Fees                              $5,365                  $9,650
(2)      Audit-related Fees                         -0-                     -0-
(3)      Tax Fees                                $  500                  $3,643
(4)      All other fees                             -0-                     -0-

Total Fees                                       $5,865                  $13,293

The Company has no formal audit committee. However, as defined in Sarbanes-Oxley
Act of 2002,  the entire  Board of  Directors  is the  Company's  defacto  audit
committee.

Sutton,  Robinson Freeman & Co. was not engaged for the full year 2004. The fees
paid to S. W. Hatfield,  C.P.A., our former principal accountant are included in
the 2004 figures.

The Company's  principal  accountant,  Sutton,  Freeman & Robinson & Co. did not
engage  any  other  persons  or  firms  other  than the  principal  accountant's
full-time, permanent employees.



                                       16
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities  Act of
1933,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                          Mortgage Assistance Center Corporation

Date: May 5, 2005                         By: /s/ Dale Hensel
                                             -----------------------------------
                                             Dale Hensel
                                             President, Chief Executive Officer,
                                             Chief Financial Officer & Director


In accordance  with the  Securities  Exchange Act of 1934,  this Report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.


Date: May 5, 2005                         By: /s/ Dale Hensel
                                             -----------------------------------
                                             Dale Hensel
                                             President, Chief Executive Officer,
                                             Chief Financial Officer & Director








                                       17



<PAGE>



                     MORTGAGE ASSISTANCE CENTER CORPORATION


            (FORMERLY SAFE ALTERNATIVES CORPORATION OF AMERICA, INC.)




                              FINANCIAL STATEMENTS



                                       AND



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



                           DECEMBER 31, 2004 AND 2003












<PAGE>

                     Mortgage Assistance Center Corporation

            (Formerly Safe Alternatives Corporation of America, Inc.)




                                Table of Contents




                                                                            Page
                                                                            ----

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

Financial Statements
     Balance Sheets
        as of December 31, 2004 and 2003.....................................F-4

     Statements of Operations and Comprehensive Loss
        for the years ended December 31, 2004 and 2003.......................F-5

     Statements of Changes in Stockholders' Equity
        for the years ended December 31, 2004 and 2003.......................F-6

     Statements of Cash Flows
        for the years ended December 31, 2004 and 2003.......................F-7

     Notes to Financial Statements...........................................F-8



















                                      F-1
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders
Mortgage Assistance Center Corporation
Dallas, Texas

We have audited the  accompanying  balance sheet of Mortgage  Assistance  Center
Corporation  (formerly  Safe  Alternatives  Corporation  of America,  Inc.),  (a
Florida  corporation)  as of  December  31, 2004 and the  related  statement  of
operations and  comprehensive  loss,  changes in stockholders'  deficit and cash
flows for the year ended December 31, 2004.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements of Mortgage  Assistance  Center  Corporation as of December 31, 2003,
were  audited  by other  auditors  whose  report  dated May 19,  2004,  on those
statements  included an  explanatory  paragraph that described the going concern
uncertainty  based on the lack of operations or assets and  dependence on others
discussed in Note 3 to the financial statements.

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 financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate in the  circumstances,  but not the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2004 financial statements referred to above present fairly,
in all material respects,  the financial position of Mortgage  Assistance Center
Corporation as of December 31, 2004 and results of its operations and cash flows
for the year ended December 31, 2004 in conformity with United States  generally
accepted accounting principles.



                                      F-2
<PAGE>

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  as of  December  31  2004,  the  Company  has no  viable
operations or significant assets and is dependent upon management or significant
shareholders to provide  sufficient working capital to maintain the integrity of
the corporate entity.  These  circumstances  create  substantial doubt about the
Company's  ability to continue as a going  concern and are  discussed in Note 3.
The financial  statements do not contain any adjustments  that might result from
the outcome of these uncertainties.


/s/ Sutton Robinson Freeman & Co.

Sutton Robinson Freeman & Co., P.C.
Certified Public Accountants

Tulsa, Oklahoma
March 28, 2005




















                                      F-3
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                                 Balance Sheets
                           December 31, 2004 and 2003




                                     ASSETS
                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------
Current Assets
      Cash on hand and in bank                     $       --      $       --
                                                   ------------    ------------
          Total current assets                             --              --
                                                   ------------    ------------

Total Assets                                       $       --      $       --
                                                   ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts payable-trade                       $     25,871    $      1,927
      Advances from affiliate                            42,860            --
      Accrued interest payable                             --              --
                                                   ------------    ------------

          Total current liabilities
                                                         68,731           1,927
                                                   ------------    ------------

Commitments and contingencies

Stockholders' Equity (Deficit)
      Common stock - $.001 par value,
          50,000,000 shares authorized,
          664,603 shares issued and outstanding             665           8,113
      Additional paid in capital                     23,727,231      22,872,575
      Accumulated deficit                           (23,798,786)    (22,884,774)
                                                   ------------    ------------
                                                        (70,890)         (4,086)
      Subscriptions issuable                              2,160           2,160
      Treasury stock - at cost (47 shares)                   (1)             (1)
                                                   ------------    ------------

          Total stockholders' equity (deficit)          (68,731)         (1,927)
                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $       --      $       --
                                                   ============    ============





The accompanying notes are an integral part of these financial statements

                                      F-4
<PAGE>


                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                 Statements of Operations and Comprehensive Loss
                     Years Ended December 31, 2004 and 2003



                                                    Year Ended      Year Ended
                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------

Revenues                                           $       --      $       --
                                                   ------------    ------------

Operating Expenses
    General and administrative expenses                  72,955          18,294
    Interest expense                                      2,321           3,162
    Compensation expense related to
        common stock issuances at less
        than "fair value"                               838,736            --
    Depreciation and amortization                          --              --
                                                   ------------    ------------
        Total operating expenses                        914,012          21,456
                                                   ------------    ------------

Operating loss                                         (914,012)        (21,456)

Other income (expense):                                    --             7,000
    Forgiveness of debt                                    --            (5,000)
                                                   ------------    ------------
    Settlement of judgement                                --             2,000
                                                   ------------    ------------

Loss before provision for income taxes                 (914,012)        (19,456)

Income tax benefit (expense)                               --              --
                                                   ------------    ------------

Net Loss                                               (914,012)        (19,456)

Other comprehensive income                                 --              --
                                                   ------------    ------------

Comprehensive Loss                                 $   (914,012)   $    (19,456)
                                                   ============    ============
Net loss per weighted-average share
    of common stock outstanding, calcuated
    on Net Loss - basic and fully diluted          $      (1.38)   $      (0.03)
                                                   ============    ============

Weighted-average number of shares of
    common stock outstanding                            664,603         664,603
                                                   ============    ============



The accompanying notes are an integral part of these financial statements

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

                 Safe Alternatives Corporation of America, Inc.
            (Formerly Safe Alternatives Corporation of America, Inc.)
                         Changes in Stockholders' Equity
                     Years Ended December 31, 2004 and 2003



                                               Common Stock              Additional
                                       ----------------------------       paid-in      Accumulated
                                          Shares         Par Value        capital         deficit
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
Balance at
  January 1, 2003                       165,853,058    $      8,113    $ 22,801,891    $(22,865,318)

Advances from affiliates contributed
  as additional paid in capital                --              --            70,684            --

Net loss for the year                          --              --              --           (19,456)
                                       ------------    ------------    ------------    ------------

Balances at
  December 31, 2003                     165,853,058           8,113      22,872,575     (22,884,774)

Issuance of common stock held in
  escrow for legal services                    --             8,472         838,736            --

One- for- two hundred fifty
  reverse stock split                  (165,188,455)        (15,920)         15,920            --

Net loss for the year                          --              --              --          (914,012)
                                       ------------    ------------    ------------    ------------

Balances at
  December 31, 2004                         664,603    $        665    $ 23,727,231    $(23,798,786)
                                       ============    ============    ============    ============


                                                              Treasury Stock
                                       Subscription    ----------------------------
                                         issuable         Shares           Cost
                                       ------------    ------------    ------------

Balance at
  January 1, 2003                      $      2,160         (11,682)   $         (1)

Advances from affiliates contributed
  as additional paid in capital                --              --              --

Net loss for the year                          --              --              --
                                       ------------    ------------    ------------

Balances at
  December 31, 2003                           2,160         (11,682)             (1)

Issuance of common stock held in
  escrow for legal services                    --              --              --

One- for- two hundred fifty
  reverse stock split                          --            11,635            --

Net loss for the year                          --              --              --
                                       ------------    ------------    ------------

Balances at
  December 31, 2004                    $      2,160             (47)   $         (1)
                                       ============    ============    ============
</TABLE>


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

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                            Statements of Cash Flows
                     Years ended December 31, 2004 and 2003

                                                          Year ended           Year ended
                                                      December 31, 2004    December 31, 2003
                                                      -----------------    -----------------
<S>                                                   <C>                  <C>
Cash Flows from Operating Activities
   Net loss for the period                            $        (914,012)   $         (19,456)
   Adjustments to reconcile net loss to net cash
      provided by operating expenses
       Depreciation                                                --                   --
       Professional fees paid with common stock                   8,472                 --
       Compensation expense related to common
          stock issuances at less than "fair value"             838,736                 --
       Forgiveness of trade accounts payable                       --                 (7,000)
       Increase (Decrease) in
          Accounts payable - trade                               23,944              (12,012)
          Accrued interest payable                                 --                 (7,216)
                                                      -----------------    -----------------

Net cash used in operating activities                           (42,860)             (45,684)
                                                      -----------------    -----------------

Cash Flows from Investing Activities                               --                   --
                                                      -----------------    -----------------

Cash Flows from Financing Activities
   Cash advanced by affiliate to support operations              42,860                 --
   Cash contributed to support operations                          --                 70,684
   Cash used to pay convertible debt                               --                (25,000)
                                                      -----------------    -----------------

Net cash provided by financing activities                        42,860               45,684
                                                      -----------------    -----------------

Increase (Decrease) in Cash                                        --                   --

Cash at beginning of period                                        --                   --
                                                      -----------------    -----------------

Cash at end of period                                 $            --      $            --
                                                      =================    =================

Supplemental Disclosure of
   Interest and Income Taxes Paid
      Interest paid for the period                    $            --      $          10,378
                                                      =================    =================
      Income taxes paid for the period                $            --      $            --
                                                      =================    =================
</TABLE>




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

                                      F-7
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003



Note 1 - Organization and Description of Business
         ----------------------------------------

     Mortgage   Assistance  Center   Corporation   (formerly  Safe  Alternatives
     Corporation  of America,  Inc.) (the  "Company" or "MAC") was  organized in
     1976,  under the name  Knight  Airlines,  Inc.,  to engage in the  commuter
     airline business.  In October 1978, the Company completed an initial public
     offering of its common  stock in Florida,  pursuant  to an  exemption  from
     registration  under  Regulation A promulgated  under the  Securities Act of
     1933,  as amended.  The Company  operated  as a commuter  airline  from its
     inception  through April 1983,  when it ceased  operations,  and all of the
     assets of the Company  were sold to satisfy all  outstanding  indebtedness.
     From April 1983,  through  September 1995, the Company was dormant.  In May
     1994, the name of the Company was changed to Portsmouth Corporation.

     On September 15, 1995, pursuant to the terms of an Asset Purchase Agreement
     and Plan of  Reorganization  dated as of August 21, 1995 (the  "Agreement")
     between  Safe  Alternatives   Corporation  of  America,  Inc.,  a  Delaware
     corporation  ("SAC-Delaware")  and  the  Company,  the  Company  purchased,
     without limitation,  all of the assets of SAC-Delaware,  and assumed all of
     the  liabilities  of  SAC-Delaware  (the  "Reorganization"),  and commenced
     operations.  Prior to the  Reorganization,  the Company  had no  meaningful
     operations.  On  March  4,  1996,  the  Company  changed  its  name to Safe
     Alternatives Corporation of America, Inc. (a Florida corporation).

     Pursuant to a Majority  Shareholder Consent, on May 14, 2004, the Company's
     Board of  Directors  authorized  a change in the  Company  name to Mortgage
     Assistance Center Corporation. The Company's Articles of Incorporation were
     amended on December  22, 2004 and will become  effective  January 17, 2005.
     The change in corporate name was made in connection with the requirement of
     a Letter of Intent executed  between the Company and an affiliated  entity,
     in  which  certain  reorganizational  steps  were  undertaken  prior to the
     completion of a business  combination  transaction  more fully described in
     Note 3.

     On  September  17, 2002,  the Board of  Directors of the Company  agreed to
     sell,  as of June 30, 2002,  all of the Company's  assets to  Environmental
     Alternatives,  Inc.  ("EAI"),  a privately  held  Vermont  corporation,  in
     exchange for EAI's  assumption  of and  agreement to indemnify and hold the
     Company harmless from paying any and all claims, causes of action, or other
     liabilities,  including  but not  limited  to  interest,  costs,  expenses,
     disbursements  and attorneys'  fees, that could,  may or does attach to the
     Company as of June 30, 2002 as a result of, or is in any way related to any
     of the Company's  obligations  to its  creditors and all adverse  judgments
     entered against the Company except any obligations to the following:





                                      F-8
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003



Note 1 - Organization and Description of Business (Continued)
         ----------------------------------------

          (A)  Continental  Stock  Transfer  and Trust  Company,  the  Company's
               independent stock transfer agent;

          (B)  Green Holman,  Frenia & Company,  L.L.P.,  the  Company's  former
               independent auditors;

          (C)  Arab Commerce Bank, a holder of a 6% Convertible Note; and

          (D)  any  settlement  amounts due upon the  completion  of a merger or
               other combination between the Company and another company.

     Except as provided above, the agreement to assume the Company's liabilities
     and to  indemnify  and hold the  Company  harmless  from paying the same is
     unlimited as to amount or as to time. A copy of the  Agreement was filed by
     the Company as an exhibit in a Current  Report on Form 8-K as of  September
     17,  2002.  Since July 1, 2002,  the Company has had no assets or operating
     activities.


Note 2 - Preparation of Financial Statements
         -----------------------------------

     The Company  follows the accrual basis of  accounting  in  accordance  with
     accounting  principles  generally  accepted in the United States of America
     and has a year-end of December 31.

     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.  Actual
     results could differ from those estimates.

     Management further  acknowledges that it is solely responsible for adopting
     sound  accounting  practices,  establishing  and  maintaining  a system  of
     internal  accounting  control  and  preventing  and  detecting  fraud.  The
     Company's  system of  internal  accounting  control is  designed to assure,
     among  other  items,  that 1)  recorded  transactions  are valid;  2) valid
     transactions  are recorded;  and 3) transactions are recorded in the proper
     period in a timely  manner to produce  financial  statements  which present
     fairly the financial condition, results of operations and cash flows of the
     Company for the respective periods being presented.



                                      F-9
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003



Note 3 - Going Concern Uncertainty
         -------------------------

     Since July 1, 2002,  the Company has had no assets or revenues  and intends
     to seek a  suitable  business  combination  transaction  through  either  a
     purchase or merger. The Company's continued existence is dependent upon its
     ability to generate  sufficient  cash flows from  operations to support its
     daily operations as well as provide sufficient resources to retire existing
     liabilities and obligations on a timely basis. Additionally, as a result of
     having no assets,  several  liabilities  and no  operations,  the Company's
     auditors  have  issued  an  audit  opinion  on the  accompanying  financial
     statements  which  includes a  statement  describing  the  Company's  going
     concern status.  This means, in the auditors'  opinion,  substantial  doubt
     about the Company's  ability to continue as a going concern  existed at the
     date of their opinion.

     On May 14, 2004, the Company's President, Dale Hensel, executed a Letter of
     Intent with Mortgage Assistance Corporation, a Texas corporation controlled
     by  Mr.  Hensel,   whereby   subject  to  the  approval  of  the  Company's
     shareholders, Mortgage Assistance Corporation offered to be acquired by the
     Company  on the  following  terms and  conditions:  SACA  board will call a
     special  shareholder  meeting or obtain a majority  shareholder  consent in
     lieu of a special  meeting  according to the Florida  Business  Corporation
     Statutes and recommend and approve the following actions:

          1.   Effect a reverse  split of the  Company's  common shares on a One
               for Two Hundred Fifty (1:250) basis;
          2.   Effect a corporate name change from Safe Alternatives Corporation
               of America, Inc. to Mortgage Assistance Corporation;
          3.   Change the authorized  number of common stock shares to be issued
               from 175,000,000 to 50,000,000 shares;
          4.   Authorize  a  business   combination  whereby  the  Company  will
               exchange  12,000,000  post reverse split common shares for all of
               the issued and  outstanding  common stock of Mortgage  Assistance
               Corporation; and
          5.   Any such further  recommendations as may be considered reasonable
               and in the best interest of the shareholders.

     In May 2004, a majority shareholder action approved the reverse stock split
     and the reduction in the authorized number of common shares. However, as of
     March 28, 2005, the proposed business  combination with Mortgage Assistance
     Corporation had not been consummated.

     While the  Company  is of the  opinion  that good  faith  estimates  of the
     Company's ability to secure  additional  capital in the future to reach our
     goals have been made,  there is no guarantee  that the Company will receive
     sufficient  funding to sustain  operations or implement any future business
     plan steps.


                                      F-10
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003


Note 3 - Going Concern Uncertainty (Continued)
         -------------------------

     If no  additional  operating  capital is  received  during the next  twelve
     months,  the Company will be forced to rely upon additional funds loaned by
     management and/or significant stockholders to preserve the integrity of the
     corporate  entity  during this time.  In the event the Company is unable to
     acquire  advances from  management  and/or  significant  stockholders,  the
     Company's continued existence as a going concern would be jeopardized.

     It is the intent of  management  and  significant  stockholders  to provide
     sufficient  working capital necessary to support and preserve the integrity
     of the corporate entity.  However, no formal commitments or arrangements to
     advance or loan funds to the  Company or repay any such  advances  or loans
     exist.  There is no legal  obligation for either  management or significant
     stockholders to provide additional future funding.

Note 4 - Summary of Significant Accounting Policies
         ------------------------------------------

     Cash and cash equivalents:

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

     Income Taxes:

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At December 31, 2004 and 2003, respectively,  the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     As of December 31, 2004 and 2003,  the  deferred  tax asset  related to the
     Company's net operating loss  carryforward  was fully reserved.  Due to the
     provisions  of Internal  Revenue  Code  Section  338,  the Company may have
     limited net  operating  loss  carryforwards  available to offset  financial
     statement or tax return  taxable  income in future periods as a result of a
     change in control  involving 50 percentage points or more of the issued and
     outstanding securities of the Company during the year 2000.



                                      F-11
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003


     Income (Loss) per share:

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss)  by  the   weighted-average   number  of  shares  of  common   stock
     outstanding. The calculation of



Note 4 - Summary of Significant Accounting Policies
         ------------------------------------------

     fully diluted  earnings (loss) per share assumes the dilutive effect of the
     exercise outstanding options and warrants, using the treasury stock method,
     at either the beginning of the respective  period  presented or the date of
     issuance,   whichever  is  later.   As  of  December  31,  2004  and  2003,
     respectively,  the Company had no outstanding  stock  warrants,  options or
     convertible  securities  which could be considered as dilutive for purposes
     of the loss per share calculation.


     In November 2004, a one-for-two  hundred fifty (1:250)  reverse stock split
     was effected.  Accordingly,  all historical  weighted average share and per
     share amounts have been restated to reflect the stock split.

Note 5 - Fair Value of Financial Instruments
         -----------------------------------

     The carrying  amounts of cash,  accounts  receivable,  accounts payable and
     notes payable, as applicable,  approximate fair value due to the short term
     nature of these items and/or the current interest rates payable in relation
     to current market conditions.

     Interest rate risk is the risk that the  Company's  earnings are subject to
     fluctuations  in  interest  rates on either  investments  or on debt and is
     fully  dependent upon the  volatility of these rates.  The Company does not
     use derivative  instruments to moderate its exposure to interest rate risk,
     if any.

     Financial  risk is the risk that the  Company's  earnings  are  subject  to
     fluctuations  in  interest  rates or foreign  exchange  rates and are fully
     dependent  upon the  volatility  of these  rates.  The company does not use
     derivative instruments to moderate its exposure to financial risk, if any.

Note 6 - Convertible Notes Payable
         -------------------------

     On March 10,  1998,  the  Company  entered  into an Agency  Agreement  with
     Alexander  Wescott  &  Co.,  Inc.  (AWC)  for  the  offer  and  sale  of 6%
     Convertible Notes, with maximum gross proceeds not to exceed $1,000,000.



                                      F-12
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003



     In March and April 1998, the Company  issued its 6% Convertible  Notes (the
     "Notes")  in the  aggregate  principal  amount  of  $726,500  in a  private
     placement  under Rule 505 of  Regulation D. The Notes bore interest at 6.0%
     per annum,  payable  semi-annually in arrears, in cash or, at the Company's
     option, in shares of common stock of the Company.

Note 6 - Convertible Notes Payable (continued)
         -------------------------

     The  notes  matured  on the  earlier  of (i) the first  anniversary  of the
     initial closing of the proposed offer (April 10, 1999),  and (ii) a sale of
     all or substantially  all of the Company's assets or a merger,  acquisition
     or  consolidation  in which the Company was not the surviving  corporation.
     The notes  ranked  senior to all other  indebtedness  of the Company now or
     hereafter existing,  other than indebtedness to banks, in terms of priority
     and security.

     The Notes were convertible into shares of common stock at the option of the
     holder at any time following the earlier of (i) 90 days after the filing of
     a registration  statement with the U. S. Securities and Exchange Commission
     (SEC)  covering the shares to be received upon  conversion or (ii) the date
     the SEC declared such  registration  statement  effective.  The  conversion
     price per share was the lesser of (i) 70% of the average  closing bid price
     per share of common stock for the five trading days prior to the conversion
     date or (ii) $0.25.  Upon  conversion,  any accrued and unpaid interest was
     waived by the holder.  The Company had the option to  repurchase  the Notes
     from the holder prior to registration of the underlying shares at a premium
     of 10% over the purchase  price of the Notes.  The Company agreed to file a
     registration  statement  with the SEC not later than June 3, 1998,  and use
     its best efforts to have the registration  statement declared effective not
     later  than July 3,  1998.  Through  June 30,  2002,  the  Company  made no
     payments on these notes; had not repurchased any of these Notes, and was in
     default with regard to its registration obligation.

     AWC  received  a  commission  of  10%  plus  3%   non-accountable   expense
     reimbursement  on the gross proceeds  raised.  In addition,  AWC was issued
     warrants  exercisable  for  400,000  shares of common  stock at an exercise
     price of $0.30 per share,  expiring  June 28, 2003.  On September 30, 2002,
     the Company and AWC reached a  settlement  agreement  whereby AWC agreed to
     cancel  the   outstanding   warrant  in  exchange  for  800,000  shares  of
     restricted, unregistered shares of the Company's common stock.

     As of  December  31,  2001 two note  holders  with notes  totaling  $50,000
     notified the Company that they had written off the balances owed to them by
     the Company  and  therefore  had  discharged  the Company  from any further
     liability. As a result the Company recognized a $56,000 forgiveness of debt
     income as of December 31, 2001, which included $6,000 of accrued interest.

     During  2002,   all  but  one  of  the  Holders  of  the  Notes,   totaling
     approximately $651,500,  agreed to release all obligations under the Notes,
     including accrued interest of approximately  $157,273,  in exchange for the
     issuance of an aggregate of 21,303,264  shares of restricted,  unregistered
     shares of the Company's common stock.



                                      F-13
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003




Note 6 - Convertible Notes Payable (Continued)
         -------------------------

     During the quarter ended June 30, 2003,  the Company  exercised it's option
     to repurchase the remaining  outstanding  Note from the  Noteholder  with a
     cash payment aggregating  approximately  $35,389, which included $25,000 in
     principal,  the stated 10% repurchase premium and all accrued,  but unpaid,
     interest.

Note 7 - Advances from Affiliates
         ------------------------

     During  2003,  an  affiliate  of the  Company  made  unsecured  advances of
     approximately $70,700 to support operations and provide working capital. At
     December 31, 2003, the affiliate  contributed  these advances as additional
     paid-in capital.
     During the year ended  December 31, 2004,  in  anticipation  of the reverse
     acquisition   transaction   discussed  in  previous   footnotes,   Mortgage
     Assistance  Corporation  advanced  to or paid  expenses  on  behalf  of the
     Company of  approximately  $43,000.  These  advances are  unsecured and are
     repayable upon demand.

Note 8 - Income Taxes
         ------------
     The components of income tax (benefit) expense,  on continuing  operations,
     for the  years  ended  December  31,  2004 and 2003,  respectively,  are as
     follows:


                                        Year Ended    Year Ended
                                      December 31,   December 31,
                                          2004           2003
                                      ------------   ------------
     Federal:
         Current                      $       --     $       --
         Deferred                             --             --
                                      ------------   ------------
                                              --             --
                                      ------------   ------------
     State:
         Current                              --             --
         Deferred                             --             --
                                      ------------   ------------

         Total                        $       --     $       --
                                      ============   ============


     As of December 31, 2004, the Company had a net operating loss  carryforward
     of  approximately  $9,300,000 to offset future taxable  income.  Subject to
     current regulations, this carryforward will begin to expire in 2007. If the
     reverse acquisition  transaction  discussed previously occurs, the usage of




                                      F-14
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003



Note 8 - Income Taxes (continued)
         ------------

     the Company's net operating loss carryforward will be severely limited. The
     amount and  availability  of the net operating  loss  carryforwards  may be
     subject to  limitations  set forth by Section 338 of the  Internal  Revenue
     Code. Factors such as the number of shares ultimately issued within a three
     year  look-back  period;  whether  there is a deemed  more than 50  percent
     change  in  control;   the  applicable  long-term  tax  exempt  bond  rate;
     continuity of historical business; and subsequent income of the Company all
     enter into the annual  computation of allowable  annual  utilization of the
     carryforwards.

     The Company's  income tax expense for the years ended December 31, 2004 and
     2003,  respectively,  differed  from  the  statutory  tax  rate of 34.0% as
     follows:

                                                                Year Ended      Year Ended
                                                               December 31,    December 31,
                                                                   2004            2003
                                                               ------------    ------------
     <S>                                                       <C>             <C>
     Statutory rate applied to income
        before income taxes                                    $   (310,800)   $     (6,600)
     Increase (decrease) in income taxes
       resulting from:
         State income taxes                                            --              --
         Non-deductible compensation expense related
            to common stock issued at less than "fair value"        285,200            --
         Other, including reserve for deferred tax asset and
            application of net operating loss carryforward           25,600           6,600
                                                               ------------    ------------
     Income tax expense                                        $       --      $       --
                                                               ============    ============
     </TABLE>




     Temporary  differences,  consisting  primarily  of  statutory  deferrals of
     expenses  for  organizational  costs  and  statutory   differences  in  the
     depreciable  lives  for  property  and  equipment,  between  the  financial
     statement  carrying  amounts and tax bases of assets and  liabilities  give
     rise to the following  deferred tax assets and  liabilities  as of December
     31, 2004 and 2003, respectively:


                                      F-15
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003



Note 8 - Income Taxes (continued)
         ------------

                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------

     Deferred tax assets
          Net operating loss carryforwards         $  3,174,500    $  3,148,900
          Less valuation allowance                   (3,174,500)     (3,148,900)
                                                   ------------    ------------

     Net Deferred Tax Asset                        $       --      $       --
                                                   ============    ============



     During  the years  ended  December  31,  2004 and 2003,  respectively,  the
     reserve for the deferred tax asset did not significantly change.

Note 9 - Common Stock Transactions
         -------------------------

     During July 2002,  in order to  facilitate  the  Company's  merger or other
     business combination transaction with another company, the Company issued a
     total  of  84,720,733  pre-split  shares  of  the  Company's  unregistered,
     restricted  common  stock  to be held in  escrow  for  the  benefit  of the
     Company's merger or combination partner. No value had been assigned to this
     issuance pending the consummation of a business combination transaction. On
     March 9, 2004, the Company's Board of Directors  authorized the issuance of
     these  shares  held in  escrow  to the  Company's  legal  counsel,  Loper &
     Seymour,  P.A. of St. Paul,  Minnesota for legal services.  The transaction
     was valued at  approximately  $8,500,  which equaled the common stock's par
     value of $.0001 per share,  and these  shares  were  deemed  fully paid and
     non-assessable. Pursuant to Statement of Financial Accounting Standards No.
     123, "Accounting for Stock-Based  Compensation",  the imputed fair value of
     this  transaction  was  calculated  as  approximately  $847,200,  using the
     discounted  closing quoted stock price on March 9, 2004.  The  differential
     between the imputed  fair value and the  agreed-upon  value of the services
     provided,  approximately  $838,700,  was recorded as "compensation  expense
     related to common stock  issuances at less than "fair value" upon  exercise
     of outstanding stock options in the accompanying statement of operations.

     On May 14, 2004,  the  Stockholders  approved an amendment to the Company's
     Articles of  Incorporation  which  increased the par value of each share of
     common stock from $0.0001 per share to $0.001 per share and  decreased  the
     number of authorized  common shares from  175,000,000  shares to 50,000,000
     shares. The Stockholders also approved a one-for-two  hundred fifty (1:250)
     reverse stock split.  Pursuant to  authorization by the Board of Directors,



                                      F-16
<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                          Notes to Financial Statements
                     Years ended December 31, 2004 and 2003




Note 9 - Common Stock Transactions (continued)
         -------------------------

     the reverse stock split became  effective for  stockholders of record as of
     November 22, 2004. Stock certificates  representing pre-split denominations
     may  be  exchanged  for  stock  certificates  representing  the  post-split
     denominations,  at the election of stockholders,  as mandatory  certificate
     exchange is not required.

     Common stock and additional  paid-in capital at December 31, 2004 have been
     restated  to reflect  this  split.  The number of common  shares  issued at
     December 31, 2004 after giving  effect to the split,  was  determined to be
     664,603 (165,853,058 shares issued before the split), including 1191 shares
     estimated to be issued to fractional stockholders.

     The effect of the reverse stock split has been reflected as of December 31,
     2004 in the balance sheet and statement of changes in stockholders' equity,
     but  activity  for 2004 and prior  periods  has not been  restated in those
     statements.  All  references  to the number of common  shares and per share
     amounts  elsewhere in the financial  statements and related  footnotes have
     been restated as appropriate to reflect the effect of the reverse split for
     all periods presented.

Note 10 - Treasury Stock
          --------------

     Treasury  stock  represents 47 shares  (11,682 before reverse stock split),
     recorded  at cost,  being held in trust to be used for future  issuance  to
     employees,  investors,  and other potential funding sources. As the Company
     directly  benefits from the sales of the shares in the trust,  these shares
     have been recorded as treasury stock.







                                      F-17


<PAGE>




                         MORTGAGE ASSISTANCE CORPORATION

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003


                                      WITH



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






<PAGE>

                         Mortgage Assistance Corporation
                              Financial Statements
                          Year Ended December 31, 2004
                                       and
        Period from Inception (March 28, 2003) through December 31, 2003




                                    Contents




Report of Independent Registered Public Accounting Firm......................F-3


Audited Financial Statements:

     Balance Sheets..........................................................F-4
     Statements of Operations................................................F-6
     Statements of Changes in Stockholders' Equity...........................F-8
     Statements of Cash Flows................................................F-9
     Notes to Financial Statements..........................................F-11






















                                      F-2
<PAGE>

The Board of Directors
Mortgage Assistance Corporation
Dallas, Texas


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  audited  the  accompanying   balance  sheets  of  Mortgage  Assistance
Corporation  (A Texas  corporation)  as of December  31, 2004 and 2003,  and the
related statements of operations, changes in stockholders' equity and cash flows
for the year ended December 31, 2004, and period from inception (March 28, 2003)
through December 31, 2003. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Mortgage Assistance Corporation
as of December 31, 2004 and 2003, and the results of its operations,  cash flows
and changes in  stockholders'  equity for the year ended  December  31, 2004 and
period from  inception  through  December  31,  2003,  in  conformity  with U.S.
generally accepted accounting principles.




--------------------------------------
Sutton Robinson Freeman & Co., P.C.
Certified Public Accountants

Tulsa, Oklahoma
April 12, 2005




                                      F-3
<PAGE>

                         Mortgage Assistance Corporation
                                 Balance Sheets
                           December 31, 2004 and 2003



                                     ASSETS
                                                         2004           2003
                                                     -----------    -----------
Current Assets
Cash and cash equivalents                            $   572,884    $    76,533
Portfolio assets, at cost (Notes 2 and 4)                764,868        586,228
Accounts receivable-related parties (Note 7)              92,528         78,177
Prepaid expenses                                          34,866         90,006
                                                     -----------    -----------

                                                       1,465,146        830,944
                                                     -----------    -----------
Property And Equipment, at cost
Furniture, equipment & computers                          58,352         21,208
Less accumulated depreciation                             11,133            806
                                                     -----------    -----------

                                                          47,219         20,402
                                                     -----------    -----------
Investments And Other assets
Investment in public company (Note 11)                   295,000        295,000
Investment in  MAP/MAC, LLC (Note 5)                      39,797           --
Rent & utility deposits                                    3,000          3,000
                                                     -----------    -----------

                                                         337,797        298,000
                                                     -----------    -----------

Total Assets                                         $ 1,850,162    $ 1,149,346
                                                     ===========    ===========




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

                                      F-4
<PAGE>

                         Mortgage Assistance Corporation
                                 Balance Sheets
                           December 31, 2004 and 2003




                LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         2004           2003
                                                     -----------    -----------
Current Liabilities
Notes payable-individuals (Note 6)                   $   948,000    $   478,000
Accounts payable-trade                                   151,751           --
Accounts payable-others                                   89,784        137,784
Accounts payable-related parties (Note 7)                 18,422         36,360
Accrued fees & wages                                     188,344         98,955
Accrued interest payable                                  32,024          1,387
Other accrued liabilities                                  4,051            160
Note payable-corporate acquisition (Note 11)                --          235,000
Notes payable-stockholders (Note 7)                         --           66,963
                                                     -----------    -----------

                                                       1,432,376      1,054,609
                                                     -----------    -----------
Long-term Debt
Notes payable-individuals (Note 6)                       373,200        150,000
                                                     -----------    -----------

Stockholders' Equity
Common stock, par value $0.001 per share;
  authorized 100,000,000 shares; issued 5,331,350
  and 5,306,350 shares in 2004 and
  2003, respectively                                       5,331          5,306
Additional paid-in capital                               448,646        326,024
Retained earnings (deficit)                             (409,391)      (386,593)
                                                     -----------    -----------

                                                          44,586        (55,263)
                                                     -----------    -----------

Total Liabilities and Stockholders' Equity           $ 1,850,162    $ 1,149,346
                                                     ===========    ===========






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

                                      F-5
<PAGE>

                         Mortgage Assistance Corporation
                             Statement of Operations
                           Year December 31, 2004 and
        Period from Inception (March 28, 2003) through December 31, 2003



                                                         2004           2003
                                                     -----------    -----------
Revenues
Sales of portfolio assets (Note 2)                   $ 3,953,712    $      --
Cost of portfolio assets sold (Note 2)                 2,786,562           --
                                                     -----------    -----------
Gain on sale of portfolio assets                       1,137,150           --
Servicing fees from affiliates and others (Note 7)        53,120           --
Income from joint venture (Note 5)                        27,797           --
Other income                                              15,413          6,141
                                                     -----------    -----------
Total Revenues                                         1,233,480          6,141
                                                     -----------    -----------

Expenses
Sales Expenses
Commission expense                                        32,707          5,000
Travel, lodging & meals                                   38,304          1,173
Due diligence cost & fees                                 10,072          1,890
Property taxes                                             3,529           --
                                                     -----------    -----------
                                                          84,612          8,063
                                                     -----------    -----------
General & Administrative Expenses
Wages & contract labor                                   566,613        105,825
Corporate expenses                                        83,085           --
Legal & professional fees                                 71,959         38,746
Office supplies & miscellaneous                           62,800         33,574
Payroll taxes & employee benefits                         44,526          3,275
Rent                                                      38,314         10,190
Telephone & utilities                                     20,044          8,776
Printing & postage                                        16,279          1,089
Travel, lodging & vehicles                                12,121          6,066
                                                     -----------    -----------
                                                         915,741        207,541
                                                     -----------    -----------
Other Expenses
Interest expense                                         199,414         11,324
Software development                                      46,646           --
Depreciation expense                                       9,865            806
Expired option fee (Note 11)                                --         (165,000)
                                                     -----------    -----------
                                                         255,925        177,130
                                                     -----------    -----------
Total Expenses                                         1,256,278        392,734
                                                     -----------    -----------

Income (loss) before income taxes                        (22,798)      (386,593)





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

                                      F-6
<PAGE>

                         Mortgage Assistance Corporation
                             Statement of Operations
                           Year December 31, 2004 and
        Period from Inception (March 28, 2003) through December 31, 2003





                                                         2004           2003
                                                     -----------    -----------


Provision (benefit) for income taxes (Note 8)               --             --
                                                     -----------    -----------
Net loss                                             $   (22,798)   $  (386,593)
                                                     ===========    ===========

Net loss per share (Note 10)                         $     (0.01)   $     (0.13)
                                                     ===========    ===========



























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

                                      F-7
<PAGE>
<TABLE>
<CAPTION>

                         Mortgage Assistance Corporation
                             Statement of Cash Flows
                           Year December 31, 2004 and
        Period from Inception (March 28, 2003) through December 31, 2003



                                                                      2004         2003
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Cash Flows From Operating Activities
Net loss                                                           $ (22,798)   $(386,593)
                                                                   ---------    ---------
Adjustments to reconcile net loss to net
cash provided (used) by operating activities
Depreciation                                                           9,865          806
Amortization of prepaid interest                                      71,740        9,260
Amortization of deferred rent                                         10,767        2,500
Income from joint venture                                            (27,797)        --
Change in assets and liabilities, excluding effect of
MSP acquisition
(Increase) decrease in mortgage note receivable pools                225,775     (586,228)
(Increase) decrease in accounts receivable from related parties     (104,527)     (78,177)
(Increase) decrease in prepaid insurance                             (27,367)        (766)
(Increase) decrease in deposits                                         --         (3,000)
Increase (decrease) in accounts payable-trade                        150,408      137,784
Increase (decrease) in accounts payable-others                       (58,195)        --
Increase (decrease) in accounts payable-related parties             (106,026)      36,360
Increase (decrease) in accrued fees & wages                           89,389       98,955
Increase (decrease) in accrued interest                               30,637        1,387
Increase (decrease) in other accrued liabilities                       3,891          160
                                                                   ---------    ---------

Total adjustments                                                    268,560     (380,959)
                                                                   ---------    ---------

Net Cash Provided (Used) by Operating Activities                     245,762     (767,552)
                                                                   ---------    ---------

Cash Flows From Investing Activities
Purchases of property and equipment                                  (24,695)     (19,858)
Investment in partnership                                            (12,000)        --
Investment in public shell corporation                              (235,000)     (60,000)
                                                                   ---------    ---------

Net Cash Used by Investing Activities                               (271,695)     (79,858)
                                                                   ---------    ---------



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


                                      F-8
<PAGE>

                         Mortgage Assistance Corporation
                             Statement of Cash Flows
                           Year December 31, 2004 and
        Period from Inception (March 28, 2003) through December 31, 2003



                                                                      2004         2003
                                                                   ---------    ---------
Cash Flows From Financing Activities
Issuance of common stock                                              25,000      228,980
Proceeds from issuance of debt to individuals                        470,000      628,000
Proceeds from loans from stockholders                                 30,784       66,963
Repayment of loans from stockholders                                  (3,500)        --
                                                                   ---------    ---------


Net Cash Provided by Financing Activities                            522,284      923,943
                                                                   ---------    ---------

Net Increase in Cash                                                 496,351       76,535

Cash at Beginning of Period                                           76,533         --
                                                                   ---------    ---------

 Cash at End of Period                                             $ 572,884    $  76,535
                                                                   =========    =========


Supplemental Disclosures

Noncash Investing and Financing Activities:
Stockholders' debt contributed to
additional paid-in capital                                         $  97,647    $    --
Investment in public corporate shell financed by short-term debt   $    --      $ 235,000
Equipment acquired by issuance of common stock                     $    --      $   1,350

Cash Paid During the Year for:
Interest                                                           $    --      $     676
Income taxes                                                       $    --      $    --
</TABLE>



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

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



                         Mortgage Assistance Corporation
                  Statement of Changes in Stockholders' Equity
                           Year December 31, 2004 and
        Period from Inception (March 28, 2003) through December 31, 2003


                                                                     Additional
                                             Common        Par        Paid In      Retained
                                             Shares       Value       Capital       Deficit        Total
                                           ----------   ----------   ----------   -----------    ----------
<S>                                        <C>          <C>          <C>          <C>            <C>
Balances, March 28, 2003                         --     $     --     $     --     $      --      $     --

Common shares issued:
For cash                                    5,204,000        5,204      223,776          --         228,980

In lieu of rent                                20,000           20       19,980          --          20,000

In lieu of interest                            81,000           81       80,919          --          81,000

For computer equipment                          1,350            1        1,349          --           1,350

Net loss                                         --           --           --        (386,593)     (386,593)
                                           ----------   ----------   ----------   -----------    ----------

Balances, December 31, 2003                 5,306,350        5,306      326,024      (386,593)      (55,263)

       Common shares issued for cash           25,000           25       24,975          --          25,000

Stockholders' debt contributed
  to additional paid in capital                  --           --         97,647          --          97,647


Net loss                                         --           --           --         (22,798)      (22,798)
                                           ----------   ----------   ----------   -----------    ----------

Balances, December 31, 2004                 5,331,350   $    5,331   $  448,646   $  (409,391)   $   44,586
                                           ==========   ==========   ==========   ===========    ==========
</TABLE>












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

                                      F-10
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003



Note 1 - Organization and Nature of Business
         -----------------------------------

     Mortgage  Assistance  Corporation ("MAC" or the "Company") was incorporated
     in the  State of Texas  on March  28,  2003.  The  Company  is a  financial
     services  company  that  acquires,  manages,  and resells  first and second
     liens.   Additionally,   when   necessary   the  Company  will   foreclose,
     rehabilitate  and sell the homes that are securing the mortgage  notes that
     were purchased.

     The Company  acquires and manages  pools of  distressed  real  estate-based
     mortgages.  The types of mortgage  pools acquired  include  non-performing,
     charged-off,  sub-prime  mortgage,  typically  between  ninety days and two
     years past due and secured by residential real estate. The Company acquires
     both  priority  ("first")  and  subordinate  ("second")  mortgage  loans or
     "liens".  Approximately  1% of the loans  acquired are  subordinate  liens,
     which bear the risk of being  reclassified  as an unsecured loan should the
     first lien holder foreclose on the property. The Company primarily acquires
     non-performing  first  lien loan pools of  varying  amounts  from banks and
     other lenders at a significant  discount from the loans'  outstanding legal
     principal amount, the total of the aggregate of expected future sales price
     and the total payments to be received from obligors.

     After the Company acquires the loans, the process of resolution begins with
     the borrower,  changing the status of the non-performing  loans into either
     performing loans or foreclosing on the real estate. The Company will resell
     a substantial  portion of its  re-performing  loans in  various-sized  loan
     pools. The Company will be required to foreclose on certain properties when
     loans held in its  portfolio  continue to be in default.  As a result,  the
     Company will be engaged in owning  single-  family  dwellings  and possibly
     other real estate. Such foreclosed real estate will be held,  rehabilitated
     where necessary, and sold.

     The Company  commenced  full scale  operations  during the first quarter of
     2004. Through December 31, 2003, the Company had purchased three loan pools
     on the secondary  market and made nominal  collections  of delinquent  loan
     principal and interest.  Sales of loan pools had not been consummated,  nor
     were there any  foreclosures  of secured real estate  through  December 31,
     2003.


Note 2 - Summary of Significant Accounting Policies
         ------------------------------------------

     Portfolio Assets:

     Portfolio  assets  are  held for sale  and  reflected  in the  accompanying
     financial  statements  as  mortgage  note  receivable  pools or real estate
     portfolios.  The following is a description of each  classification and the
     related accounting policy accorded to each portfolio type:




                                      F-11
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003



Note 2 - Summary of Significant Accounting Policies (Continued)
         ------------------------------------------

     Mortgage Note Receivable Pools:

     Mortgage note receivable  pools consist  primarily of first lien distressed
     real estate based mortgages. The cost basis of loan pools acquired consists
     of  their  purchase  price  from  banks  or  other  sellers  plus  purchase
     commissions,  if any.  Loan pool costs are  allocated to  individual  loans
     based on the face  value of the  unpaid  principal  of the  loans and their
     performance  status based on the note's expected cash flow. Any payments of
     due diligence costs,  property taxes, or insurance  required are charged to
     operations.

     Subsequent  to  acquisition,   the  adjusted  cost  of  the  mortgage  note
     receivable  pools is evaluated  for  impairment on a quarterly  basis.  The
     evaluation of  impairment  is  determined  based on the review of estimated
     future cash receipts, which represents the net realizable value of the note
     pool. Once it is determined that there is impairment, a valuation allowance
     is established for any impairment  identified through provisions charged to
     operations  in  the  period  the  impairment  is  identified.  The  Company
     determined  that no impairment  allowance was required at December 31, 2004
     and 2003.

     The Company  recognizes gain or loss upon the resale or other resolution of
     mortgage loan pools based upon the difference  between the selling price of
     the loan pool and the cost basis of the  individual  loans  included in the
     pool being sold.  Collections of delinquent principal and interest payments
     are credited against the cost basis of the respective loan.

     Real Estate Portfolios:

     Real estate  portfolios  consist of real estate acquired by foreclosures of
     individual  mortgage notes  receivable.  Such portfolios are carried at the
     lower of cost or fair  value  less  estimated  costs  to sell.  The cost of
     foreclosed  real  estate  consists  of  original  loan costs plus any costs
     relating  to the  development  and  improvement  of the real estate for its
     intended use. The costs of foreclosure and any required refurbishment costs
     to bring the property to resaleable condition,  as well as any maintenance,
     taxes and insurance costs required during the holding period are charged to
     operations.  Income or loss is recognized  upon the disposal of real estate
     at date of closing,  based on the difference  between selling prices,  less
     commissions, and capitalized costs. Rental income, net of expenses, on real
     estate   portfolios  is  recognized  when  received.   Accounting  for  the
     portfolios  is on an individual  asset-by-asset  basis as opposed to a pool
     basis.

     Subsequent to acquisition,  the amortized cost of real estate portfolios is
     evaluated for impairment on a quarterly basis. The evaluation of impairment
     is determined  based on the review of the estimated  future cash  receipts,






                                      F-12
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 2 - Summary of Significant Accounting Policies  (Continued)
         ------------------------------------------

     which represents the net realizable value of the real estate  portfolio.  A
     valuation  allowance is established for any impairment  identified  through
     provisions   charged  to  operations  in  the  period  the   impairment  is
     identified.  The Company  determined  that no allowance for  impairment was
     required at December 31, 2004.

     Cash and Cash Equivalents:

     The  Company  considers  all  highly  liquid  debt  or  equity  instruments
     purchased  with an original  maturity at the date of purchase of 90 days or
     less to be cash equivalents.

     Fair Value of Financial Instruments:

     The Company's financial instruments include cash,  receivables,  short-term
     payables, and notes payable. The carrying amounts of cash, receivables, and
     short-term payables  approximate fair value due to their short-term nature.
     The  carrying  amounts of notes  payable  approximate  fair value  based on
     borrowing terms currently available to the Company.

     Advertising Costs:

     Advertising  costs  are  expensed  as  incurred  as  selling,  general  and
     administrative expenses in the accompanying statement of operations.

     Property and Equipment:

     Property  and  equipment  acquired are  recorded at cost.  Depreciation  of
     property  and   equipment   is   determined   by  the  straight   line  and
     double-declining  balance methods over estimated  useful lives ranging from
     two to seven years.

     Upon sale,  retirement  or other  disposal of property and  equipment,  the
     related cost and  accumulated  depreciation  are removed from the accounts.
     All gains or losses arising from the sale,  retirement or other disposition
     of property or equipment are reflected in earnings.

     Maintenance,  repairs, renewals and betterments, in general, are charged to
     expense as incurred,  except that of major renewals and  betterments  which
     extend the life on an asset or increase the value thereof are capitalized.

     Income Taxes:

     The Company  accounts  for income  taxes based on  Statement  of  Financial
     Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes".  SFAS
     No. 109 requires the recognition of deferred tax assets and liabilities for



                                      F-13
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 2 - Summary of Significant Accounting Policies  (Continued)
         ------------------------------------------

     the future tax consequences  attributable to temporary  differences between
     the financial statement carrying amounts of existing assets and liabilities
     and their  respective  tax bases.  In  addition,  SFAS No. 109 requires the
     recognition  of future  tax  benefits,  such as net  operating  loss  carry
     forwards,  to the extent that  realization  of such benefits is more likely
     than not. The amount of deferred tax liabilities or assets is calculated by
     applying  the  provisions  on enacted tax laws to  determine  the amount of
     taxes  payable  or  refundable  currently  or in  future  years.  Valuation
     allowances are established,  when necessary,  to reduce deferred tax assets
     when it is more likely than not that all or a portion of the  deferred  tax
     asset will not be realized.

     Net Loss Per Share:

     The Company  computes net income (loss) per share in  accordance  with SFAS
     No. 128, Earnings per Share and SEC Staff Accounting  Bulletin No. 98 ("SAB
     98").  Under the  provisions  of SFAS No. 128 and SAB 98,  basic net income
     (loss) per share is calculated  by dividing net income (loss)  available to
     common stockholders for the period by the weighted average number of common
     shares outstanding during the period.

     Use of Estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     the  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.  Actual  results  could  differ  from those
     estimates.

     Reclassifications:

     Certain  prior year amounts have been  reclassified  to conform to the 2004
     presentation. These changes had no impact on previously reported results of
     operations or stockholders' equity.

Note 3 - Asset Acquisition
         -----------------

     Effective  January 1, 2004,  the  Company  acquired  the assets of Mortgage
     Solution Partners ("MSP"), a proprietorship owned by a principal officer of
     the Company. Under the terms of the agreement,  the Company acquired assets
     with a cost basis of $416,549, of which $404,415 represented the cost basis
     of certain  mortgage note  receivable  pools.  No cash was required for the
     acquisition,  with the  Company  assuming  debt of  $416,549,  including  a
     long-term  note  payable  obligation  to an  individual  in the  amount  of
     $223,200.



                                      F-14
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003



Note 4 - Portfolio Assets
         ----------------

     Portfolio  assets were  comprised of the following at December 31, 2004 and
     2003:

                                                             2004        2003
                                                         ----------   ----------

     Mortgage note receivable pools                      $  554,642   $  586,228
     Real estate portfolios                                 150,976         --
     Other                                                   59,250         --
                                                         ----------   ----------

          Total portfolio assets                            764,868      586,228

     Valuation allowance for impairment                        --           --
                                                         ----------   ----------

          Net portfolio assets                           $  764,868   $  586,228
                                                         ==========   ==========


     Portfolio  assets  are  pledged  to secure  non-recourse  notes  payable to
     individuals (See Note 6).




Note 5 - Investment in Joint Venture
         ---------------------------

     Effective  September  30,  2004,  the  Company  acquired a 50%  interest in
     MAP/MAC,  LLC,  a joint  venture  with an  unrelated  party  formed for the
     purpose  of  acquiring  mortgage  note  receivable  pools in the  secondary
     market. The Company's investment in MAP/MAC, LLC is accounted for using the
     equity method.








                                      F-15
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 5 - Investment in Joint Venture (Continued)
         ---------------------------

     A summary of the results of  operations  for the period ended  December 31,
     2004, and net assets at December 31, 2004 for MAP/MAC, LLC is as follows:


     Results of operations:
           Total revenues                                          $    176,378
           Operating profit                                              55,594
           Net income                                                    55,594

     Net assets:
           Current assets                                          $    393,229
           Noncurrent assets                                               --
                                                                   ------------
           Total assets                                                 393,229

           Current liabilities                                         (313,635)
                                                                   ------------
                                                                   $     79,594
                                                                   ============


Note 6 - Notes Payable
         -------------

     At December 31, 2004,  notes payable to  individuals  were comprised of the
     following:




                                                               2004       2003
                                                             --------   --------

     Loan due interest only monthly at 16%,
     maturing February 2006                                  $223,200   $   --


     Loans due interest only on a monthly
     basis, maturing January 2005, with a
     weighted average interest rate of 12.8%                  258,000    258,000

     Loans due principal and accrued interest at
     10% at maturity in March 2005                            210,000       --








                                      F-16
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 6 - Notes Payable (Continued)
         -------------

                                                            2004          2003
                                                         ----------   ----------

      Loan due $50,000 January 2005, with balance
      of $150,000 due March 2005, interest at 2%
      payable monthly (10% beginning January 2005)
      plus issuance of 50,000 shares of common
      stock at inception and 5,000 shares monthly,
      beginning November 2004, in lieu of additional
      interest                                           $  200,000   $  200,000

      Loan due $50,000 January 2005, with balance
      of $100,000 due February 2006, issuance of
      30,000 shares of common stock at inception
      and 1,800 shares monthly beginning April 2005
      through maturity in lieu of interest                  150,000      150,000

      Loan due interest only on a monthly basis at 18%,
      maturing July 2005                                    150,000         --

      Loans due interest only on a monthly or
      quarterly basis at 10%, maturing March
      2005 through 2006                                     130,000       20,000
                                                         ----------   ----------

            Total                                         1,321,200      628,000

            Less portion due within one year                948,000      478,000
                                                         ----------   ----------

                                                         $  373,200   $  150,000
                                                         ==========   ==========


     The loans from individuals are secured by certain real estate mortgage note
     receivable pools.

     As described  above,  the Company's  loans from  individuals  have interest
     rates  ranging  from 2% to 18% and/or  require  the  issuance  of shares of
     common stock in addition to or in lieu of interest,  using an assumed value
     of $1.00 per share.  In 2003,  81,000 shares of the Company's  common stock
     were issued to certain  individuals to satisfy loan interest  requirements.



                                      F-17
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 6 - Notes Payable (Continued)
         -------------

     No shares of common  stock were  issued  under such  arrangements  in 2004,
     however accrued  interest payable at December 31, 2004 includes a provision
     for interest payable via future stock issuances.  At December 31, 2004, the
     Company was  obligated  for  approximately  $45,000  worth of future  stock
     issuances in order to satisfy interest requirements through maturity of the
     related loans.

     The weighted  average  interest rate on debt to  individuals  was 17.1% and
     20.0% for 2004 and 2003, respectively.

     At December 31, 2004,  maturities of notes payable to  individuals  were as
     follows:

                  2005                            $948,000
                  2006                             373,200


Note 7 - Related Party Transactions
         --------------------------

     During the periods ended December 31, 2004 and 2003, the Company engaged in
     certain  transactions  with the  Company's  three  principal  officers  and
     stockholders  and  with  three  affiliated  entities,   Mortgage  Solutions
     Partners ("MSP"), a proprietorship, Abovo Corporation, and Vision Ads, Inc.
     ("VA"),  a corporation  dba "Red Horse Realty",  all owned by the Company's
     Vice-President.  During the year ended  December 31, 2004, the Company also
     engaged  in  certain  transactions  with  two  other  affiliated  entities,
     MAP/MAC,  LLC (an  unincorporated  joint  venture) and Mortgage  Assistance
     Center Corporation ("MACC").

     In 2003, the Company earned $6,141 for advances to MSP for the purchase and
     management of mortgage note receivable pools acquired by MSP. Additionally,
     the Company  incurred fee expense of $20,259 to MSP for the  management and
     administration   of  certain   MAC  loans  by  MSP.   MSP  was  engaged  in
     substantially the same business as the Company.  MSP's assets were acquired
     by the  Company in a purchase  transaction  effective  January 1, 2004 (See
     Note 3). The Company had a  receivable  of $78,177 from MSP at December 31,
     2003 which was eliminated in the purchase transaction.

     Upon the  acquisition  of MSP,  the  Company  assumed  debts  owed to Abovo
     Corporation by MSP. Abovo  Corporation  engages in the purchase and sale of
     residential  real estate,  and often carries the note  receivable  with its
     purchasers.  In 2004, the Company began servicing Abovo  Corporation's real
     estate loans and recognized $25,234 in service fee income.



                                      F-18
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 7 - Related Party Transactions (Continued)
         --------------------------

     At  December  31,  2004,  the  Company  had an  account  payable  to  Abovo
     Corporation of $18,422.

     The Company and VA, a real estate  management  firm,  share certain  office
     space,  personnel and other administrative costs. The Company and VA record
     their  proportionate  share of the common  expenses  based on the  relative
     proportion of total personnel utilized by the two entities.  As a result of
     these transactions, VA owed the Company $19,490 at December 31, 2004, while
     the Company owed VA $36,360 at December 31, 2003.

     Two of the Company's principal officers and stockholders made cash advances
     to,  and paid  certain  expenses  on behalf  of the  Company.  Such  unpaid
     advances  were  non-interest  bearing and due upon  demand and  amounted to
     $66,963 at December 31, 2003.  Effective December 31, 2004, the outstanding
     balance of debt owed to the officers, $97,647, was forgiven by the officers
     and contributed to additional paid-in-capital.

     During  the  periods  ended  December  31,  2004 and  2003,  the  Company's
     principal  officers  did  not  receive  salaried   compensation  for  their
     services.  The Company paid an officer and stockholder  $69,050 and $17,500
     for  consulting  services  during the periods  ended  December 31, 2004 and
     2003, respectively.

     During 2004, the Company paid certain expenses on behalf of MAP/MAC, LLC, a
     50%-owned joint venture of the Company (See Note 5) and Mortgage Assistance
     Center  Corporation,  a planned  merger  partner (See Note 11). The Company
     also charged  MAP/MAC,  LLC fees for  servicing  its note pools.  Such fees
     amounted to $21,279 for the year ended  December 31, 2004.  At December 31,
     2004, the Company had accounts  receivable from MAP/MAC and MACC of $27,261
     and $42,860, respectively.

Note 8 - Income Taxes
         ------------

     The deferred tax  consequences of temporary  differences in reporting items
     for  financial  statement  and  income  tax  purposes  are  recognized,  if
     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.  The income tax
     effect of  temporary  differences  comprising  the  deferred tax assets and
     deferred tax liabilities on the accompanying balance sheets at December 31,
     2004 and 2003 is a result of the following:






                                      F-19
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 8 - Income Taxes (Continued)
         ------------


                                                            2004         2003
                                                         ---------    ---------
     Deferred tax assets:
           Federal tax operating loss carryforward       $  74,900    $  99,400
           Accrued fees and wages                           64,000       33,200
           Other                                            (3,800)      (1,800)
                                                         ---------    ---------

     Total gross deferred tax assets                       135,100      130,800

     Valuation allowance                                  (135,100)    (130,800)
                                                         ---------    ---------

           Net deferred tax assets                       $    --      $    --
                                                         =========    =========



     A  reconciliation  between the statutory  federal income tax rate (34%) and
     the  effective  rate of income tax expense  (benefit) for the periods ended
     December 31, 2004 and 2003 follows:



                                                            2004         2003
                                                         ---------    ---------

     Statutory federal tax rate                               (34%)        (34%)
     Increase (decrease) in taxes resulting from:
        State tax, net of federal benefit                     --           --
        Increase (decrease) in valuation allowance              34           34
                                                         ---------    ---------

        Effective rate                                        --           --
                                                         =========    =========






     At December 31, 2004 the Company had an available net operating  loss carry
     forward of approximately  $220,000 to offset future taxable income. The net
     operating loss will expire if not utilized by 2023.


                                      F-20
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003





Note 9 - Lease
         -----

     The  Company  leases  space  for its  corporate  offices  under a  two-year
     operating  lease expiring in September  2005. The lease terms require total
     rentals of $56,285 in cash over the two-year  period plus 20,000  shares of
     the Company's  common stock in order to compensate  for  below-market  cash
     rent over the lease  term.  The lease is  guaranteed  by an  officer of the
     Company.

     The lease requires the Company to pay all taxes,  insurance and maintenance
     costs  associated  with the leased  premises.  The lease contains a renewal
     option for an  additional  three years.  Rent expense  under this lease was
     $38,314  and  $10,190 for the  periods  ended  December  31, 2004 and 2003,
     respectively.

     At December 31, 2004, minimum future cash rentals under this noncancellable
     operating lease were $22,455.


Note 10 - Earnings Per Share
          ------------------


                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------
     Primary earnings per share:
             Common shares outstanding                5,331,350       5,306,350
                                                   ------------    ------------

             Weighted average shares outstanding      5,331,213       2,955,768
                                                   ------------    ------------

             Earnings (loss) per share             $      (0.01)   $      (0.13)
                                                   ============    ============

     Fully diluted earnings per share:
             Common shares outstanding                5,331,350       5,306,350
                                                   ------------    ------------

             Weighted average shares outstanding      5,331,213       2,955,768
                                                   ------------    ------------

             Earnings (loss) per share             $      (0.01)   $      (0.13)
                                                   ============    ============





                                      F-21
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003





Note 11 - Proposed Business Combination
          -----------------------------

     In May 2003 the Company signed a letter  agreement with an unrelated  third
     party  to  acquire  the  common  shares  of  Mortgage   Assistance   Center
     Corporation  (formerly Safe  Alternatives  Corporation of America,  Inc.) a
     publicly traded (NASDQ) Florida  corporation.  Since July 1, 2002, MACC has
     not had assets or operating  activities.  Under the terms of the  agreement
     the Company  agreed to pay  $460,000 in varying  installments  to the third
     party by September 2003. The Company, after paying $165,000, failed to make
     the remaining  installment  payments and the  agreement  was  terminated in
     2004. The $165,000 was charged to operations in the period ending  December
     31, 2003.

     On May 14, 2004 the Company executed a Letter of Intent with MACC,  whereby
     subject to the approval of MACC's  shareholders,  the Company offered to be
     acquired by MACC on the  following  terms and  conditions:  MACC board will
     call a  special  shareholders  meeting  or  obtain a  majority  shareholder
     consent in lieu of a special  meeting  according  to the  Florida  Business
     Corporation Statutes and recommend and approve the following actions:

          1.   Effect a reverse split of the MACC common shares on a One for Two
               Hundred Fifty (1:250) basis;
          2.   Effect a corporate name change from Safe Alternatives Corporation
               of America, Inc. to Mortgage Assistance Center Corporation;
          3.   Change the  authorized  number of common shares to be issued from
               175,000,000 to 50,000,000 shares;
          4.   Authorize  a  business  combination  whereby  MACC will  exchange
               12,000,000 post reverse split common shares for all of the issued
               and outstanding common stock of Mortgage Assistance  Corporation;
               and
          5.   Any such further  recommendations as may be considered reasonable
               and in the best interest of the shareholders.

     Under the terms of the  agreement,  the Company agreed to pay $175,000 to a
     third party agent and sign a promissory  note for  $120,000,  to be paid by
     June 15, 2004. Additionally the Company agreed to assume the responsibility
     to pay for certain  costs and  expenses  for  auditor's  fees,  legal fees,
     transfer agent fees and EDGAR filing fees incurred by MACC after  September
     2003.  Through  December 31, 2004, the Company had incurred $42,860 of such
     costs and  expenses,  and the  Company has  complied  with the terms of the
     agreement as of the date of the auditor's report.

     To facilitate the merger or business combination with the Company and MACC,
     in  March  2004,  the  board  of  directors  of  MACC  resigned,   and  the
     shareholders elected Dale Hensel sole Director,  President, Chief Executive
     Officer and Chief  Financial  Officer.  Mr. Hensel is also President of the
     Company.

     The  completion of the merger is expected to occur in the second quarter of
     2005.



                                      F-22
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 11 - Proposed Business Combination (Continued)
          -----------------------------

     The proforma combined balance sheet at December 31, 2004 is as follows:


                                                       Mortgage
                                         Mortgage     Assistance
                                        Assistance      Center       Proforma
                                       Corporation   Corporation     Combined*
                                       -----------   -----------    -----------

     Assets
     Current Assets                    $ 1,465,146   $      --      $ 1,422,286

     Property and Equipment (Net)           47,219          --           47,219

     Investments & Other Assets            337,797          --           42,797
                                       -----------   -----------    -----------

     Total Assets                      $ 1,850,162   $      --      $ 1,512,302
                                       ===========   ===========    ===========


     Liabilities & Equity (Deficit)

     Current Liabilities               $ 1,432,376   $    68,731    $ 1,458,247

     Long-term Debt                        373,200          --          373,200

     Equity (Deficit)                       44,586       (68,731)      (319,145)
                                       -----------   -----------    -----------

     Total Liabilities & (Deficit)     $ 1,850,162   $      --      $ 1,512,302
                                       ===========   ===========    ===========





     *After  elimination  of  intercompany  balances  of  $42,860  and  cost  of
     investment in public company of $295,000.



                                      F-23
<PAGE>

                         Mortgage Assistance Corporation
                          Notes to Financial Statements
                           December 31, 2004 and 2003




Note 11 - Proposed Business Combination (Continued)
          -----------------------------

     The proforma  combined  statement of operations for the year ended December
     31, 2004 is as follows


                                                       Mortage
                                        Mortgage      Assistance
                                       Assistance       Center       Proforma
                                      Corporation    Corporation     Combined*
                                      -----------    -----------    -----------

     Revenues                         $ 3,992,245    $      --      $ 3,992,245
                                      -----------    -----------    -----------

     Cost of  Portfolios Sold           2,786,562           --        2,786,562

     Selling, General &
        Administrative Expenses         1,046,999         72,955      1,119,954


     Interest Expense                     199,414          2,321        201,735


     Compensation expense related
        to common stock issuances
        at less than fair value              --          838,736        838,736


     Costs of acquisition
        of public company                    --             --          295,000

     Other (income)
        expenses (net)                    (17,932)          --          (17,932)
                                      -----------    -----------    -----------

     Total Expenses                     4,015,043        914,012      5,224,055
                                      -----------    -----------    -----------

     Net Operating Income (loss)          (22,798)      (914,012)    (1,231,810)

     Benefit For Income Taxes                --             --             --
                                      -----------    -----------    -----------

     Net Loss                         $   (22,798)   $  (914,012)   $(1,231,810)
                                      ===========    ===========    ===========







                                      F-24


<PAGE>

                     MORTGAGE ASSISTANCE CENTER CORPORATION
            (Formerly Safe Alternatives Corporation of America, Inc.)

                                       And

                         MORTGAGE ASSISTANCE CORPORATION
                     PRO FORMA COMBINED FINANCIAL STATEMENTS

                                December 31, 2004







<PAGE>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                                TABLE OF CONTENTS




                                                                            Page
                                                                            ----
Report of Independent Public Accountant's on Examination of
   Pro Forma Adjustments ....................................................F-1

Financial Statements:

Pro Forma Combined Balance Sheet as of December 31, 2004=....................F-2

Pro Forma Combined Statement of Income for the
   Year Ended December 31, 2004..............................................F-3


Notes to Pro Forma Combined Financial Statements.......................F-4 - F-5

















<PAGE>

                   Report of Independent Public Accountants on

                 Examination of Pro Forma Financial Information



To the  Board of  Directors  and  Stockholders  of  Mortgage  Assistance  Center
Corporation

We have examined the pro forma adjustments  reflecting the transaction described
in Note 1 and the application of those adjustments to the historical  amounts in
the accompanying pro forma combined balance sheet of Mortgage  Assistance Center
Corporation  as of December 31, 2004,  and the pro forma  combined  statement of
income for the year then ended. The historical  condensed  financial  statements
are derived from the  historical  financial  statements  of Mortgage  Assistance
Center Corporation  (formerly Safe Alternatives  Corporation of America,  Inc.),
and Mortgage  Assistance  Corporation,  both of which we audited,  and appearing
elsewhere  herein.  Such pro  forma  adjustments  are  based  upon  management's
assumptions  described in Note 2. Our  examination  was made in accordance  with
standards  established by the American Institute of Certified Public Accountants
and,  accordingly,  included such  procedures as we considered  necessary in the
circumstances.

The  objective  of this pro  forma  financial  information  is to show  what the
significant  effects  on the  historical  information  might  have  been had the
transaction  occurred  at an  earlier  date.  However,  the pro forma  condensed
financial statements are not necessarily indicative of the results of operations
or related  effect on financial  position  that would have been attained had the
above-mentioned transaction actually occurred earlier.

In  our  opinion,  management's  assumptions  provide  a  reasonable  basis  for
presenting the significant effects directly  attributable to the above mentioned
transaction  described  in  Note 1,  the  related  pro  forma  adjustments  give
appropriate effect to those  assumptions,  and the pro forma column reflects the
proper  application of those adjustments to the historical  financial  statement
amounts in the pro forma combined  balance sheet as of December 31, 2004 and the
pro forma combined statement of income for the year then ended.



Sutton Robinson Freeman & Co., P.C.




Certified Public Accountants

April 12, 2005
Tulsa, Oklahoma



                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
            (Formerly Safe Alternatives Corporation of America, Inc.)
                        Pro Forma Combined Balance Sheet
                                December 31, 2004





                                                 Historical
                                                  Mortgage        Historical      Pro Forma
                                                 Assistance        Mortgage     Combining and
                                                   Center         Assistance    Consolidating     Pro Forma
                                                Corporation      Corporation       Entries         Combined
                                               -------------    -------------   -------------    -------------
<S>                                            <C>              <C>             <C>              <C>
ASSETS
    Current Assets                             $        --      $   1,465,146   $     (42,860)   $   1,422,286
    Property and Equipment (net)                        --             47,219            --             47,219
    Investment and other assets                         --            337,797        (295,000)          42,797
                                               -------------    -------------   -------------    -------------

      Total Assets                             $        --      $   1,850,162   $    (337,860)   $   1,512,302
                                               =============    =============   =============    =============




LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
    Current Liabilities                        $      68,731    $   1,432,376   $     (42,860)   $   1,458,247
    Long-Term Debt                                         0          373,200                          373,200
                                               -------------   -------------                     -------------
                                                      68,731       1,805,576                         1,831,447
                                               -------------   -------------                     -------------

Stockholders' Equity
    Stockholders' equity                             (68,731)          44,586        (295,000)        (319,145)
                                               -------------    -------------   -------------    -------------

    Total Liabilities & Stockholders' Equity   $        --      $   1,850,162   $    (337,860)   $   1,512,302
                                               =============    =============   =============    =============
</TABLE>











See Accountant's Report on Pro Forma Financial Information.
The  accompanying  notes to pro  forma  combined  financial  information  are an
integral part of these financial statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
           (Formerly Safe Alternatives Corporation of American, Inc.)
                        Pro Forma Statement of Operations
                      For the Year Ended December 31, 2004



                                                  Historical
                                                   Mortgage       Historical
                                                  Assistance       Mortgage
                                                    Center        Assistance      Pro forma       Pro Forma
                                                 Corporation     Corporation     Transactions     Combined
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Revenues                                         $       --      $  3,992,245                    $  3,992,245
   Cost of Revenues                                      --         2,786,562                       2,786,562
                                                 ------------    ------------                    ------------

Gross Profit                                             --         1,205,683                       1,205,683
                                                 ------------    ------------                    ------------

Operating Expenses:
   Compensation expense related to common stock
   issuance at less than fair market value            838,736            --                           838,736

   Selling, general & administrative expense          72,955       1,046,999                        1,119,954

   Interest expense                                    2,321         199,414                          201,735

   Merger related expenses                               --              --           295,000         295,000

   Other (income) expense, net                           --           (17,932)                        (17,932)
                                                 ------------    ------------                    ------------

Operating Expenses                                    914,012       1,228,481                       2,437,493
                                                 ------------    ------------                    ------------

Operating Income (Loss)                              (914,012)        (22,798)                     (1,231,810)

Income Tax Expense (Benefit)                             --              --                              --
                                                 ------------    ------------                    ------------

Net Income (Loss)                                    (914,012)        (22,798)                     (1,231,810)

Weighted Average Shares Outstanding                   664,603       5,331,213                      12,664,603
                                                 ============    ============                    ============

Loss Per Share                                   $      (1.38)   $      (0.01)                   $      (0.10)
                                                 ============    ============                    ============
</TABLE>




See Accountant's Report on Pro Forma Financial Information.
The  accompanying  notes to pro  forma  combined  financial  information  are an
integral part of these financial statements.


                                      F-3
<PAGE>

                     MORTGAGE ASSISTANCE CENTER CORPORATION
               (Formerly Safe Alternatives corporation of America,
                                      Inc.)
                NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Summary  of Pro  Forma  Transactions  - The  December  31,  2004 pro  forma
     combined balance sheet of Mortgage  Assistance Center Corporation  ("MACC")
     has been  prepared  assuming the Company  consummated  the  acquisition  of
     Mortgage  Assistance  Corporation (MAC) on December 31, 2004. The pro forma
     combined statement of income for the year ended December 31, 2004, has been
     prepared  assuming the Company  consummated  the  transaction on January 1,
     2004.

2.   ACQUISITION OF MORTGAGE ASSISTANCE CORPORATION

     These  adjustments  give effect to the business  combination  on a purchase
     basis  of  Mortgage  Assistance  Corporation  at  January  1,  2004 for the
     statements of income and at December 31, 2004 for the balance sheet.

     To facilitate the merger or business  combination with the Company and MAC,
     in  March  2004,  the  board  of  directors  of  MACC  resigned,   and  the
     shareholders elected Dale Hensel sole Director,  President, Chief Executive
     Officer and Chief  Financial  Officer.  Mr. Hensel is also President of the
     MAC.

     On May 14, 2004 MAC executed a Letter of Intent with the  Company,  whereby
     subject to the approval of MACC's shareholders,  MAC offered to be acquired
     by MACC on the  following  terms and  conditions:  MACC  board  will call a
     special  shareholders  meeting or obtain a majority  shareholder consent in
     lieu of a special  meeting  according to the Florida  Business  Corporation
     Statutes and recommend and approve the following actions:

          1.   Effect a reverse split of the MACC common shares on a One for Two
               Hundred Fifty (1:250) basis;
          2.   Effect a corporate name change from Safe Alternatives Corporation
               of America, Inc. to Mortgage Assistance Center Corporation;
          3.   Change the  authorized  number of common shares to be issued from
               175,000,000 to 50,000,000 shares;
          4.   Authorize  a  business  combination  whereby  MACC will  exchange
               12,000,000 post reverse split common shares for all of the issued
               and outstanding common stock of MAC; and
          5.   Any such further  recommendations as may be considered reasonable
               and in the best interest of the shareholders.

     On May 14, 2004, majority  shareholder consent in lieu of a special meeting
     of  shareholders  approved the actions  required  above. As of December 31,
     2004, the Company's Articles of Incorporation had been amended for the name
     change and the reduction in authorized number of common shares. The reverse
     stock split was initiated in May 2004.



                                      F-4
<PAGE>

                     MORTGAGE ASSISTANCE CENTER CORPORATION
                  (Formerly Safe Alternatives of America, Inc.)
                NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


2.   ACQUISITION OF MORTGAGE ASSISTANCE CORPORATION (continued)

     Under the terms of the agreement,  MAC agreed to assume the  responsibility
     to pay for certain  costs and  expenses  for  auditor's  fees,  legal fees,
     transfer agent fees and EDGAR filing fees incurred by MACC after  September
     2003. Through December 31, 2004, MAC had incurred $42,860 of such costs and
     expenses,  and complied with the terms of the agreement through the date of
     the auditor's report.

     The preceding  statements  with respect to the business  combination  are a
     brief summary thereof.  While the summary is accurate,  it does not purport
     to be complete and reference is made to the Schedule 14C and Form 8-K for a
     complete  statement  of the  Merger.  The  letter  of intent is filed as an
     Exhibit to the  Current  Report on Form 8-K and is  incorporated  herein by
     this reference.

     The  historical  financial  statement  information  of Mortgage  Assistance
     Center Corporation and Mortgage Assistance  Corporation,  as of and for the
     year ended  December  31,  2004 is derived  from  their  audited  financial
     statements, which were audited by us.




















                                      F-5