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, 2005

[ ] 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 filed 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. [ ]

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

The  issuer's  revenues  for  the  fiscal  year  ended  December  31,  2005  was
$678,824.00.

The aggregate market value of voting common equity held by  non-affiliates as of
December 31, 2005 was approximately $2,621,405.  This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

As of December 31, 2005, there were 12,725,720 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                                              11
Item 3   Legal Proceedings                                                    11
Item 4   Submission of Matters to a Vote of Security Holders                  11

Part II

Item 5   Market for Company's Common Stock, Related Stockholders Matters
           and Small Business Issuer Purchases of Equity Securities           12
Item 6   Management's Discussion and Analysis or Plan of Operation            15
Item 7   Financial Statements                                                F-1
Item 8   Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosures                          16
Item 8A   Controls and Procedures                                             16
Item 8B   Other Information                                                   16

Part III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act                 16
Item 10    Executive Compensation                                             18
Item 11    Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  19
Item 12    Certain Relationships and Related Transactions                     20
Item 13    Exhibits                                                           20
Item 14    Principal Accountant Fees and Services                             21

Signatures                                                                    22

Certifications pursuant to Sarbanes-Oxley Act of 2002




<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
-------

Safe  Alternatives  Corporation  of  America,  Inc.  (the  Company" or SACA) 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  based in Dallas,  ("MAC") signed a letter of intent to enter into a
business  combination  transaction  whereby  we would  acquire  MAC.  Before the
business  combination  could be completed,  we were  required to reorganize  our
Company.  Since then, we have changed our corporate name from Safe  Alternatives
Corporation of America, Inc. to Mortgage Assistance Center Corporation ("MACC"),
(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
--------

Pursuant to this transaction,  MAC is now a wholly owned subsidiary of MACC, and
is the principal entity through which the Company conducts its business.

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 was a financial services
company  that  purchased,  managed  and  resold  first and  second  real  estate
mortgages and, or 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.  MAC typically  purchases  these  mortgages at a
discount to the  mortgage  obligation.  Additionally,  when  necessary,  it will
foreclose,  rehabilitate  and, or sell the mortgage or real estate  securing the
purchased  mortgages and deed of trust promissory notes. A very small percentage
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.


                                       4
<PAGE>

After  the  company  purchases  a 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  obtaining a deed to the
underlying real estate or forecloses on the real estate.  The company may resell
a substantial  portion of its  re-performing  loans in various sized loan pools.
The company may foreclose on certain real estate properties when portfolio loans
continue in default.  As a result of foreclosure  actions,  the company will own
real estate assets.  These properties may be rehabilitated,  held and ultimately
sold.

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.  Typically,  large  amounts of cash are
required to facilitate the purchase of non-performing mortgage pools.

MAC seeks profit  opportunities in many areas of the industry,  but it currently
focuses its business in the lower value  non-performing  mortgage pools.  MAC is
principally  purchasing  non-performing  mortgages in the $100,000 or less range
since it  deems  this as a higher  profit  margin  area.  There  are many  other
companies competing in this market which are better funded than MAC. Our ability
to compete in this market has been  limited by  insufficient  cash with which to
purchase non-performing pools.

Employees
---------

As of December 31, 2005 Mortgage Assistance Corporation had 21 employees.

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

Cautionary Factors That May Affect Future Results

We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business and our products. These
are factors  that we think could cause our actual  results to differ  materially
from expected  results.  Other factors besides those listed here could adversely
affect us.

Trends, Risks and Uncertainties

The Company has sought to identify  what it believes to be the most  significant
risks to its business as discussed in "Risk Factors"  above,  but cannot predict
whether or not or to what extent any of such risks may be realized nor can there
be any assurances  that the Company has identified all possible risks that might
arise.  Investors  should  carefully  consider all of such risk  factors  before
making an investment decision with respect to the Company's common stock.

As for the availability of  non-performing  mortgages,  our purchase volume as a
percentage of the industry volume is miniscule.  The  historically  low purchase
prices of mortgages in our niche cannot be guaranteed to continue.


Limited Operating History; Anticipated Losses; Uncertainly of Future Results

The Company has only a limited operating history upon which an evaluation of the
Company  and  its  prospects  can be  based.  The  Company's  prospects  must be
evaluated with a view to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating to the business
model that the Company  intends to market and the  potential  acceptance  of the
Company's  business  model.  The  Company  will be  incurring  costs to develop,
introduce and enhance its products,  to establish  marketing  relationships,  to
acquire and develop  products that will complement  each other,  and to build an
administrative   organization.   To  the  extent  that  such  expenses  are  not
subsequently followed by commensurate revenues, the Company's business,  results
of operations  and financial  condition will be materially  adversely  affected.
There can be no assurance  that the Company will be able to generate  sufficient
revenues from the sale of its products and services.  The Company may experience
negative cash flow from operations for the next several quarters as it continues

                                       5
<PAGE>

to  implement  its  business  model,  and up until  such time as the  Company is
sufficiently capitalized.  The Company may be required to sell additional equity
or debt  securities if cash generated by operations is  insufficient  to satisfy
the  Company's  liquidity  requirements.   The  sale  of  additional  equity  or
convertible debt securities would result in additional dilution to the Company's
shareholders.

Need for Additional Financing. The Company currently has insufficient capital to
fully realize its business objectives.  The ultimate success of the Company will
depend,  in part,  upon its  availability  to raise  additional  capital.  While
management  has every reason to believe that adequate  funding will be obtained,
there is no assurance that additional  capital will be available from 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.

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  through  continued  operations  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, the may elect to hire persons who are
affiliates, if those affiliates are able to provide the required services.

Auditor's  Opinion  Expresses Doubt About The Company's Ability To Continue As a
"Going Concern."

The independent auditor's report issued in connection with the audited financial
statements of the company for the period ended December 31, 2005, indicates that
due to  operating  losses  incurred  during  2005  and  prior  periods,  and the
resulting accumulated  stockholders' deficit and working capital deficit,  among
other factors, may cause the Company to be unable to continue as a going concern
for a reasonable  period of time.  If the Company is unable to fully develop its
business  model and raise  additional  capital,  the  Company  may have to cease
operations,  which would be  detrimental  to the value of the  Company's  common
stock.  The Company can make no  assurances  that its business  operations  will
develop and provide the Company with significant cash to continue operations.

There Has Been A Volatile  Public  Market For Our Common  Stock And The Price Of
Our Stock May Be Subject To Fluctuations.

We cannot  assure you that a liquid  transparent  trading  market for our common
stock will develop or be sustained. You may not be able to resell your shares at
any price.  The market  price of our common  stock is likely to be volatile  and
could be subject to  fluctuations  in response to factors such as the following,
most of which are beyond our control:

|X|  operating  results that vary from the  expectations of securities  analysts
     and investors;
|X|  changes in expectations as to our future financial  performance,  including
     financial estimates by securities analysts
|X|  the  operations,  regulatory,  market  and other  risks  discussed  in this
     section;
|X|  announcements   by  us  or  our   competitors  of  significant   contracts,
     acquisitions,   strategic   partnerships,   joint   ventures   or   capital
     commitments;
|X|  announcements by third parties of significant claims or proceedings against
     us; and
|X|  future sales of our common stock.


                                       6
<PAGE>

In addition,  the market for our stock has from time to time experienced extreme
price and volume  fluctuations.  These broad market  fluctuations  may adversely
affect the market price of our common stock in the future.

Risks Relating To Low-Price Stocks.

Because  our stock is quoted on the NASD  Over The  Counter  ("OTC")  Electronic
Bulletin Board and subject to the Penny Stock Regulations,  an investor may find
it difficult to dispose of, or to obtain  accurate  quotations  as to the market
value of, our Company's  securities.  The  regulations  governing  low-priced or
penny stocks  could limit the ability of  broker-dealers  to sell the  Company's
securities and thus the ability of the purchasers and shareholders to sell their
securities in the secondary market.

Limited Market Due To Penny Stock

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities  and  Exchange  Commission  has adopted a number of rules to regulate
"penny  stocks."  These rules  include,  but are not limited to,  Rules  3a5l-l,
15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended.  Because our  securities  probably  constitute
"penny stock"  within the meaning of the rules,  the rules would apply to us and
our securities.  The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on
broker-dealers.  The market among dealers may not be active.  Investors in penny
stock  often are  unable to sell  stock  back to the  dealer  that sold them the
stock. The mark-ups or commissions  charged by the broker-dealers may be greater
than any profit a seller may make.  Because of large dealer  spreads,  investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the  investor.  In some  cases,  the stock may fall
quickly in value.  Investors  may be unable to reap any profit  from any sale of
the  stock,  if they  can sell it at all.  Stockholders  should  be aware  that,
according to the Securities and Exchange  Commission  Release No. 34- 29093, the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse.  These patterns include:  - Control of the market for the security by one
or a few broker-  dealers that are often  related to the  promoter or issuer;  -
Manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  - "Boiler room" practices  involving high
pressure sales tactics and unrealistic price projections by inexperienced  sales
persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and markups by
selling broker- dealers;  and - The wholesale  dumping of the same securities by
promoters and broker-  dealers after prices have been  manipulated  to a desired
level,  along with the  inevitable  collapse  of those  prices  with  consequent
investor losses. Furthermore, the "penny stock" designation may adversely affect
the  development  of any public market for the Company's  shares of common stock
or, if such a market develops, its continuation.  Broker-dealers are required to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.  Penny  stocks  are  securities  (i) with a price of less  than  five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible  assets less than $2,000,000 (if the issuer has been in
continuous  operation for at least three years) or $5,000,000  (if in continuous
operation for less than three years),  or with average  annual  revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and
Rule 15g-2 of the Commission require  broker-dealers  dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors  in the  Company's  common  stock are  urged to  obtain  and read such
disclosure  carefully before  purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.


                                       7
<PAGE>

Future Capital Needs Could Result In Dilution To Investors; Additional Financing
Could Be Unavailable Or Have Unfavorable Terms.

Our Company's future capital requirements will depend on many factors, including
cash flow from  operations,  general  state of the economy,  available  mortgage
pools,  competing market  developments,  and the Company's ability to market its
proposed products  successfully.  It will be necessary to raise additional funds
through  equity  or debt  financings.  Any  equity  financings  could  result in
dilution to our Company's then-existing stockholders.  Sources of debt financing
may result in higher interest expense.  Any financing,  if available,  may be on
terms  unfavorable  to the  Company.  If adequate  funds are not  obtained,  the
Company may be required to reduce or curtail operations.

No Assurance of Success or Profitability.

There is no assurance that the Company or MAC will generate revenues or profits,
or that the market price of the Company's  outstanding  shares will be increased
by the business combination with MAC.

Limited Operating History

Both MACC and MAC have a limited operating history and our financial health will
be subject to all the risks  inherent  in the  establishment  of a new  business
enterprise.  The likelihood of success of our company and MAC must be considered
in the light of the problems, expenses, difficulties,  complications, and delays
frequently  encountered  in  connection  with the  startup  and  growth of a new
business, and the competitive  environment in which we will operate. Our success
is dependent upon the successful financing and development of our business plan.
No assurance of success is offered. Unanticipated problems, expenses, and delays
are  frequently  encountered  in  establishing  a new business and marketing and
developing  products.   These  include,  but  are  not  limited  to,  financing,
competition,  the  need  to  develop  customers  and  market  expertise,  market
conditions,  sales,  marketing and governmental  regulation.  The failure of the
Company to meet any of these conditions  would have a materially  adverse effect
upon the Company and may force the Company to reduce or curtail  operations.  No
assurance  can be  given  that  the  Company  or MAC  can or will  ever  operate
profitably.

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
call 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

As of December 31, 2005,  the Company owns a number of single family real estate
properties  in various  parts of the country as a routine  course of it business
operations.  These  properties  may, from time to time, be rented or sold by the
Company.  In  addition,  pursuant to a purchase  contract  executed in December,
2005, the Company  purchased a 50% interest in a large office building in excess
of 69,000 square feet at 999 Metro Media in Dallas,  Texas. This vacant property
is  currently  offered  for  sale  or rent  and  may or may not be used  for the
company's future office location.

The Company currently leases a corporate office at 2614 Main St., Dallas, Texas,
75226.   This  is  the  principal   executive  office  of  Mortgage   Assistance
Corporation,  a Texas  corporation.  The annual  rent is  $33,540  and the lease
expires in September, 2008.

Item 3 - Legal Proceedings

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

We are not aware of any  material  legal  proceedings  to which,  any  director,
officer,  partnership  interest  of the  Company,  or any  owner  of  record  or
beneficial  owner of more than 5% of our Company  common stock,  is a party to a
legal proceeding adverse to our Company.

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


                                       8
<PAGE>

No  matter  was  submitted  to a  vote  of the  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.

PART II

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

(a) 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 OTC Bulletin Board.

A range of high and low  quotations  for each quarter for the  Company's  Common
Stock for fiscal  years  2005 and 2004 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 2005, our stock
was quoted  under the symbols  SACA,  SFAC and MTGC.  The 2004 figures have been
adjusted for a reverse stock split.

                                2005                      2004
                        -----------------------------------------------
                          Low         High          Low           High
                        -------      ------       -------        ------

     First Quarter       $1.20        $1.80        $1.62          $4.75
     Second Quarter      $1.02        $3.15        $1.00          $8.75
     Third Quarter       $2.15        $3.20        $1.62          $3.00
     Fourth Quarter      $1.55        $3.25        $1.30          $1.75

The Company had approximately  1,268 holders of record of its common stock as of
December 31, 2005 holding 12,725,720 common shares issued and outstanding.

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.

(b)  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.

(c)  Recent Sales of Unregistered Securities

(1) On  September  1, 2005,  the  Company  executed a letter  agreement  with an
attorney,  Michael Caolo  ("Caolo"),  to provide general counsel and transaction
support services. The agreement has an initial term of six months with a minimum
fee of $4,000 per month.  In addition,  if MAC did not  terminate  the agreement
during  the first 90 days of its  duration,  Caolo was  entitled  to  additional
equity  compensation in MACC in the form of a common stock purchase  warrant for
317,000 shares for no additional  consideration  other than an exercise price of
ten cents ($0.10) per share.  Provided Caolo continues to serve MAC as its legal
counsel to the  reasonable  satisfaction  of the Board of  Directors  and is not
terminated for "good cause", such common stock purchase warrant may be exercised
according to the following schedule:

     a.   Fifty  thousand  (50,000)  of such  shares  on the 91st day  after the
          execution of the Letter Agreement

     b.   Sixty-six  thousand  seven hundred fifty (66,750) of such shares after
          July 1, 2006

     c.   Sixty-six  thousand  seven hundred fifty (66,750) of such shares after
          December 31, 2006

     d.   Sixty-six  thousand  seven hundred fifty (66,750) of such shares after
          July 1, 2007 and


                                       9
<PAGE>
<TABLE>
<CAPTION>

     e.   Sixty-six  thousand  seven hundred fifty (66,750) of such shares after
          December 31, 2007.

(d) Securities Authorized for Issuance under Equity Compensation Plans

The following table  summarizes our equity  compensation  plan information as of
December 31, 2005.  Information  is included for equity  compensation  plans not
approved by our security holders.

Table 1.

Equity Compensation Plan Information

------------------------------ -------------------------- ---------------------- -------------------------
<S>                            <C>                        <C>                    <C>
Plan Category                  Number of  Securities  to  Weighted-average       Number of Securities
                               be issued  upon  exercise  Exercise price of      remaining  vailable for
                               of  outstanding  options,  outstanding options,   future issuance under
                               warrants and rights        warrants, and rights   equity compensation
                                                                                 plans (excluding
                                                                                 securities reflected in
                                                                                 column (a)

                                          (a)                       (b)                     (c)
------------------------------ -------------------------- ---------------------- -------------------------
Equity Compensation
Plans approved by
security holders                          None                      None                    None
------------------------------ -------------------------- ---------------------- -------------------------
Equity Compensation
Plans not approved by
security holders                         400,000                    N/A                     None
------------------------------ -------------------------- ---------------------- -------------------------
Total                                    400,000                    N/A                     None
------------------------------ -------------------------- ---------------------- -------------------------
</TABLE>

d. (1) On June 23, 2005,  the Company  adopted a Legal  Services  Plan. The Plan
reserved  400,000  shares.  The Plan was  registered on a Form S-8  registration
statement  filed on June  23,2005.  The Plan was  administered  by our  Board of
Directors.  We issued 400,000  shares to two attorneys who provided  services to
our  company  during  2005.  These  advisors  are not  engaged  to  provide  any
additional services on a go forward basis.


(e)  Small Business Issuer Purchases of Equity Securities: None

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

The following  discussion and analysis  should be read in  conjunction  with the
Consolidated  Financial  Statements  and  Notes  thereto,  and  other  financial
information  included  elsewhere  in this  Form  10-KSB.  This  report  contains
forward-looking statements that involve risks and uncertainties.  Actual results
in future periods may differ  materially from those expressed or implied in such
forward-looking  statements as a result of a number of factors,  including,  but
not  limited  to, the risks  discussed  under the  heading  "Risk  Factors"  and
elsewhere in this Form 10-KSB.

Business Overview:

On  May  10,  2005,  Mortgage  Assistance  Center  Corporation  ("MACC"  or  the
"Company")  entered  into  a  Business   Combination   Agreement  with  Mortgage
Assistance  Corporation ("MAC"), a Texas corporation.  MAC became a wholly owned
subsidiary of MACC upon MACC's complete acquisition of all MAC shares in August,
2005. MACC buys,  sells and manages  distressed  real estate and  non-performing
mortgages  secured by real estate in the  secondary  market in the United States
through its subsidiary, MAC.


                                       10
<PAGE>

MAC  purchases  non-performing,  charged-off,  sub-prime  first and second  lien
mortgages. These mortgages are secured by real estate, and are typically 90 days
to 2 years past due at the time we buy them.  These  mortgages  are purchased in
pools or portfolios of assets from lending institutions and usually at discounts
to the outstanding principal balance. This business model enables MAC to provide
assistance to borrowers and to provide  liquidity to lenders that need to remove
non-performing loans from their books in order to restore their lending power or
comply with government rules regarding non-performing loans.

The Company generates revenue through three primary  activities  including:  (a)
immediate  resale of its mortgage  notes to other  investors;  (b) reforming the
note to  performing  status and  reselling it to a secondary  investor;  and (c)
foreclosing  or  obtaining  Deeds-in-Lieu  of  Foreclosure  on  properties  that
continue to be  non-performing  and either  renting or selling the real  estate.
Secondarily,  MAC generates  additional  revenue via  servicing  fees charged to
certain partnership investors when MAC maintains an equity ownership position in
the  commonly  owned note  pool.  After the  Company  acquires a loan or pool of
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 may resell a portion of its  re-performing  loans in
various-sized  loan pools. The Company may 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 may be held,  rehabilitated where necessary,
and sold.

The  Company  has  sustained   recurring  losses  from  operations  and  had  an
accumulated  stockholders'  deficit and a working capital deficiency at December
31, 2005. The Company has incurred substantial  indebtedness,  including certain
currently  due and past due notes and interest  payments  which the Company must
now  restructure  in  order  to  avoid  default.   These  circumstances   create
substantial doubt about the Company's ability to continue as a going concern and
are discussed in this section and elsewhere in this Form 10-KSB.

Liquidity and Capital Resources:

The Company has historically financed the purchase of its mortgage notes and its
operating  expenses  through the issuance of debt to  individuals  or investment
partnerships.  During 2005 the Company  issued  $1,232,257  in new debt and paid
$363,096 to retire currently due or past due debt. Almost all debt is secured by
mortgage  loans or  foreclosed  real estate held in the  Company's  portfolio of
assets.  As of December 31, 2005 the Company had  $1,919,257 in notes payable to
individuals and investment  partnerships,  including $1,280,152 in principal due
within one year and an additional $72,983 accrued interest currently payable. Of
the notes payable within one year,  and at the time of this filing,  the Company
had $940,200 in currently due or past due notes payable. Comparatively and on an
annual basis,  this represents an increase in total notes payable over the prior
period of $598,057,  and an increase in the currently due portion of these notes
over the prior  period of $332,152.  The  Company's  continued  reliance on debt
financing has been  required in order to  adequately  establish its portfolio of
mortgage  notes and  properties  for resale,  fund  operations  currently  being
conducted at a net loss during a period of ramp-up and infrastructure  build-out
and to fund large transactions. The Company anticipates that it will continue to
be dependent on the use of external financing in the foreseeable  future, and it
cannot be assured that adequate  financing  will be available at all or at terms
acceptable to management. While no lawsuits have resulted from the currently due
or past due notes payable,  the Company is now  attempting to  restructure  this
debt  through  various  means  including   securing  volutary   extensions  with
additional penalties and interest to the Company, securing voluntary conversions
to equity, and raising additional  external financing to be used for the express
purpose of restructuring notes. These conditions are described in more detail in
this section and elsewhere throughout this Form 10-KSB.

In addition  to its  financing  activities,  the  Company  has  incurred  and is
currently carrying other substantial  accounts payable items. As of December 31,
2005 the Company owed vendors and various trade accounts a total of $170,434. Of
this amount,  $36,699 is attributed to servicing costs of the Company's mortgage
notes held in its  portfolio  of assets to be sold.  As of December 31, 2005 the
Company  lists other  accounts  payable of $289,784.  Of this  amount,  $200,000
consists of a short-term  loan provided by an individual  and which is currently
due and payable.

As of December 31, 2005 and as a result of the  continued  operating  losses and
the impact of the Company's business combination  transaction  described in this
section and  elsewhere in this Form  10-KSB,  the Company  shows an  accumulated
total stockholders' equity deficit of $(1,219,524),  net of a stock subscription
agreement currently issuable.


                                       11
<PAGE>

As of December  31, 2005 the Company  lists cash of $72,740 and total  assets of
$1,462,918.  This is down from the prior year-end cash of $572,884 and the prior
year-end total assets of $1,807,302 due primarily to the continued net operating
losses  and the  Company's  investment  in two  partnerships  which the  Company
materially participates in for the purpose of buying,  reforming,  servicing and
reselling  pools of mortgage  loans and various real estate  properties.  Of the
total assets of MAC, the portion  consisting of portfolio assets (which includes
purchased  sub-prime  and  non-performing  mortgage  notes and other  foreclosed
property which the Company subsequently reforms or resells) is listed at a total
actual  aggregate  cost basis of of $832,891 net of an  impairment  reserve.  If
stated on a fair market value basis, the Company anticipates that these directly
owned   portfolio   assets  would  have  an  estimated   fair  market  value  of
approximately $2,275,000.

In addition,  and when combined with the percentage of portfolio assets that the
Company owns and controls through its joint ventures and partnerships,  if these
consolidated  portfolio  assets were to be stated on a fair market  value basis,
the Company  anticipates  that they would have an estimated fair market value of
approximately  $6.1  Million.   However,   consistent  with  generally  accepted
accounting principles,  the Company's portfolio assets are listed on the balance
sheet at the actual  acquisition  costs plus continued  servicing costs,  rather
than at estimated market values. In addition, the Company uses the equity method
of  partnership  accounting  which  records the Company's  equity  interest in a
partnership  on the  balance  sheet  instead  of  the  Company's  percentage  of
portfolio assets owned through these partnerships.

Management's Plans to Raise Capital:

The continued operation of the Company will be largely influenced by our ability
to raise funds for the restructuring of debt,  acquisition of mortgage pools and
operating   expenses  of  the   Company.   The  Company  is  actively   pursuing
opportunities  to raise  additional  external  financing  in order to be able to
purchase  significantly larger inventories of non-performing  mortgage pools and
operations  expenses.  Funding sources include any combination of debt,  equity,
and profit sharing with partners.

On October 20, 2005 the Company executed two financing contracts with Mercatus &
Partners,  LP which would  potentially  provide  for the  purchase of a combined
total of 1,532,568 shares of Common Stock and combined gross financing  proceeds
to the Company of $2,000,001.  This contract is purely contingent, and as of the
date  of  this   filing,   the  Company  has  received  no  funding  from  these
transactions.  The Company can make no assurance that these transactions will be
completed in the foreseeable future or at all.

During the fourth  calendar  quarter of 2005 and  continuing to the date of this
filing,  the  Company  has  entered  preliminary  discussions  with other  major
potential investors regarding equity and debt financing at a level sufficient to
restructure  the Company debts,  fund  continuing  operations  until  consistent
profitability  is achieved and provide  capital for the  purchase of  additional
pools of mortgage loans. While the Company is optimistic and has been successful
in raising  money in the past,  there is no guarantee  that future funds will be
available at all or at terms acceptable to management.

Results of Operations:

Revenues
--------
Total revenues fell from $1,233,480 in 2004 to $678,824 in 2005. In spite of the
substantial reduction in total revenues for the twelve months ended December 31,
2005, the Company's management believes that calendar year 2005 was an important
foundation  building year that will provide the infrastructure and capability to
substantially  grow  the  business  in the  future.  Management  attributes  the
reduction in 2005 revenue in large part to the following factors.

Merger-related focus. The Company recorded a total of $303,058 in merger related
expenses  for 2005.  Due to the  extensive  drain on  management's  time and the
Company's working capital required by the business  combination with MAC, and by
the  establishment  of related  governance  and reporting  systems and processes
required in the transition from privately held to publicly  traded  corporation,
management  was  unable  to  maintain  its  focus on core  business  operations.
Additional  skilled advisors are now in place to support with these requirements
and the Company does not anticipate further  distractions from the merger of MAC
and MACC.

Proof-of-concept of additional scalable revenue models.  During 2004 the Company
primarily  pursued a sales strategy of immediately  reselling  acquired mortgage
notes. This sales strategy has historically generated significant gross margins,
but these  margins  would  not be  expected  to be as high as those  potentially
realizable  though a longer-term "buy and hold" sales strategy.  During 2005 the
Company  successfully  proved out its business models for substantially  scaling
revenue from  servicing  fees and from joint venture and "profit  participation"
portfolios.  This reflects a new business  model that was not in use during 2004
whereby the Company uses its profit  participation  opportunities from investors
to  intentionally  exploit a "buy and hold"  strategy in order to  maximize  the
total profit on a given note  portfolio.  Whereas in calendar  2004, the Company
validated its ability to generate substantial revenue through the rapid sale and
reforming of notes and related  properties,  2005 has  validated  the  Company's
ability to generate  substantially  increased total  profitability per portfolio
and its  ability to wrap  additional  value-added  services  and fees around its


                                       12
<PAGE>

transaction   flow  and  its  special  pool  portfolios  sold  to  investors  in
partnership  arrangements.  While the total gain on sale of portfolio  assets in
2005 fell to $106,594  from the prior year's gain of  $1,137,150,  the Company's
overall revenue mix from different  revenue streams has broadened.  For example,
in 2004 the Company  generated $53,120 in servicing fees compared to $234,973 in
serving fees generated  during 2005 for a one-year  increase of 342%.  Likewise,
income from the  Company's  joint venture and other profit  participation  pools
with select  investors  increased  to $322,739 in 2005 from  $27,797  during the
prior year for a one-year  increase of 1061%.  As the Company  continues to grow
each of its existing  revenue streams it also intends to acheive a better mix of
revenue  between  the  long-term  and  more  profitable  "buy and  hold"  market
opportunities  and the more immediate,  but somewhat less  profitable  reselling
opportunities.

Disciplined  sales  process  and sales  resource  utilization.  The  Company has
recently  revised its sales process and expanded the number of trained  internal
resources  that can be used to support during  peak-periods,  and to fill-in for
vacations,  absences,  etc. to ensure the  Company's  sales  efforts  occur in a
disciplined and ongoing manner not ordinarily achieved in highly entrepreneurial
and  early-stage  companies.  MAC  anticipates  that  this  process  focus  will
substantially  increase  and  even-out  the  Company's  monthly  cash  flow from
operations.

Operating Expenses
------------------
Total salaries,  wages and contract labor expenses increased by $185,709 in 2005
to $752,322 for a 33% increase  over the level  incurred in 2004.  This reflects
the required  additions to staff and contract labor resources  necessary to buy,
service, reform and resell the Company's portfolio assets. The Company's current
level of  staffing  is  considered  by  management  to be  adequate  to  support
substantial  growth in  transaction  volume  without  significant  increases  to
staffing  levels,  wages,  and contract labor expense.  Collectively,  the total
compensation for the four MAC management team members  accounted for $225,527 or
30% of the total  amount  recorded in 2005 for  salaries,  wages,  and  contract
labor.  Specific  compensation detail for each of the management team members is
provided in Section 10 - Executive Compensation of this Form 10-KSB.

Other selling, general and administrative expenses increased by $180,134 in 2005
to $686,829 for a 36% increase  over the level  incurred in 2004.  This reflects
normal and customary SG&A expense,  plus the non-salary component of significant
infrastructure development projects described below.

Build-out of infrastructure  and capabilities to facilitate  substantial  growth
and  profitability.  The Company and its  management  team  dedicated  itself in
calendar  year  2005 to  building  a  scalable  enterprise  that will be able to
maintain its  efficiency  and  profitability  as the Company  experiences  rapid
growth made possible by  additional  capitalization  planned to commence  during
calendar year 2006. Two major internal  infrastructure  build-out  projects were
conducted during 2005 and are now being fully  implemented by the Company.  As a
result of these  infrastructure  upgrades,  the Company is now able to service a
much larger  volume of  mortgages  than is  currently  being  serviced  and this
increased  transaction  flow is  expected  to  postively  impact  the  Company's
financial performance.  Very little additional investment in infrastructure will
be required during the next calendar year.  These  capabilities and upgrades are
anticipated  to begin  demonstrating  results during  calendar year 2006.  These
projects include the following:

The Affiliate  Network.  The Company has  recruited and  cultivated a nationwide
network of individual and boutique  investors that serve as an important part of
MAC's ability to quickly resell its notes, note pools, and owned real estate. At
present the Company  maintains a network or  approximately  2,500  investors  in
approximately  37 states.  This unique  capability  ensures  liquidity for MAC's
inventory of notes,  and ensures MAC's  profitability  by providing the investor
with a convenient source of notes beyond that which they could easily source for
themselves.  Going forward, the Company will continue to build and maintain this
valuable  resource,  and will  increasingly  provide  additional  services  on a
for-fee  basis to Affiliate  Network  investors  thereby  further  extending the
Company's revenue model and profitability.

The Interlink  Loan  Servicing  system  ("ILS").  During  calendar year 2005 and
continuing  through  the  first  calendar  quarter  of  2006,  the  Company  has
implemented  an  industry  leading   enterprise   software  platform  that  will
substantially improve MAC's administrative efficiency, create automated workflow
through  to  the  financial  accounting  system,  provide  real-time  access  to
inventory,  support management's data requests and internal reporting needs, and
enhance the Company's  ability to comply with external  reporting and regulatory
requirements. Due to the Company's unique business model, it has adapted the ILS
system to fully accommodate MAC's needs both currently and well into the future.
ILS is fully scalable to vastly increased numbers of transactions with little to
no additional  infrastructure  investment  required  beyond normal and customary
maintenance and upgrades.


                                       13
<PAGE>

Other operating  expense items impacting the Company's 2005 net loss include the
previously  disclosed  impairment  reserve of $202,690 on its portfolio  assets.
This  amount  appears  as bad  debt  expense  on the  accompanying  Consolidated
Statements of Operations and  Comprehensive  Loss. The Company also recognized a
total of 192,144 in interest  expense for 2005 on its various  notes payable and
other  accounts  payable  which are  disclosed in this section under the heading
Liquidity and Capital Resources.

Net Loss
--------
Accordingly,   the  total  net  loss  increased  from   $(936,810)  in  2004  to
$(1,508,073)  in 2005.  On a  weighted-average  basis of the number of shares of
common stock outstanding for the period of 12,678,323 shares,  this equals a net
loss per share of $(0.12) as of December 31, 2005.

Critical Accounting Policies and Estimates:

Management's  discussion  and analysis of results of  operations  and  financial
condition are based on the Company's consolidated financial statements that have
been prepared in accordance with accounting principles generally accepted in the
U.S. The preparation of these financial statements requires that management make
estimates  and  assumptions  that  affect the  amounts  reported  for  revenues,
expenses, assets, liabilities and other related disclosures.  Actual results may
or may not differ from these  estimates.  These key accounting  policies include
revenue recognition,  income taxes,  insurance,  stock options, and valuation of
long-lived assets.

Portfolio Assets:

Portfolio  assets are defined as assets that 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.

     |X|  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  capitalized  and
          included  in  the  cost  basis  of  the  individual   loans  involved.
          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 of
          the  impairment  is  identified.  At December  31,  2005,  the Company
          determined  that an allowance for impairment of $202,690 was required.
          The  Company  recognizes  gain  or  loss  upon  the  resale  or  other
          resolution of mortgage loans 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.

     |X|  Real Estate Portfolios.  Real estate portfolios consist of real estate
          acquired by foreclosures or Deed-in-Lieu of Foreclosures of individual
          mortgage  notes  receivable or  acquisition  of the real estate.  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  resalable  condition,  as  well  as  any  maintenance,  taxes  and
          insurance  costs required  during the holding period are  capitalized.
          Income or loss is  recognized  upon the disposal of real estate at the
          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
          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,  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 on real estate  portfolios
          was required at December 31, 2005 and 2004.


                                       14
<PAGE>

Revenue Recognition:

The Company  recognizes revenue from real estate and mortgage product sales when
title and risk passes to the buyer and when the conditions to the sales contract
are satisfied.  Provisions for certain sales  incentives,  trade  promotions and
discounts to customers are accounted for as reductions in  determining  sales in
the same period the related sales are recorded.

Long-Lived and Intangible Assets:

The  Company  assesses  changes in  economic  conditions  and makes  assumptions
regarding  estimated  future cash flows in evaluating the value of the Company's
inventory of notes,  real estate,  fixed assets,  goodwill and other non-current
assets.  As these  assumptions and estimates may change over time, it may or may
not be necessary for the Company to record impairment  charges.  Under Generally
Accepted Accounting  Principles,  our portfolio asset value on our balance sheet
is recorded based on actual  acquisition costs, not the face value of the unpaid
principle of the notes  receivable or value of the  underlying  real estate.  If
assets  are  deemed  impaired,  those  assets  will  be  discounted  to the  net
realizable value.  This  conservative  approach does make it a little harder for
someone to see the underlying asset value.

Insurance:

The company  carries  directors  and officers  insurance in addition to standard
liability  and  casualty  insurance  for the Company and its  offices.  Property
hazard  insurance on other Real Estate is carried on properties that the company
deems significant, and is not carried on certain low value properties.

Stock Options:

Currently the Company does not have an employee  stock option plan.  The Company
is always  exploring  ways to reward  and  retain key  personnel.  Stock,  stock
options,  and stock warrants are possible  alternatives  that we may consider in
the future.

Employee Benefit Plans:

The Company has no retirement or pension  plans at this time.  Benefits  include
health  insurance,  sick pay,  and paid  vacation  as  outlined  in the  Company
Employee's Manual.

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.

Item 7 - Financial Statements

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


                                       15
<PAGE>

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

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.

Item 8A - Controls and Procedures

As of the end of the  reporting  period,  December 31,  2005,  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  adversly 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.

On November  12,  2005 the Company  executed a  Subscription  Agreement  for the
Purchase of Stock with RJ Falkner for the  purchase of fifty  thousand  (50,000)
shares  of  common  stock  at a to be  established  market  price at the date of
completion of sale.  Fulfillment  of this agreement is subject to and contingent
upon the  provision of public  relations and investor  relations  communications
services by Falkner to MAC. As of the date of this  filing,  no shares have been
sold or issued under this agreement.

As disclosed  previously in Item 6 - Management's  Discussion and Analysis,  the
Company executed two financing  contracts (the "Agreements") on October 20, 2005
with Mercatus & Partners,  LP ("Mercatus")  which would potentially  provide for
the  purchase  of a  combined  total of  1,532,568  shares of  Common  Stock and
combined  gross  financing  proceeds to the Company of  $2,000,001.  The Company
believes  this to be a contract in formation and is purely  contingent  upon the
performance of Mercatus. As of the date of this filing, the Company has received
no funding from these transactions. The Company can make no assurance that these
transactions will be completed in the foreseeable  future or at all.  Additional
term and  contingencies  of these  Agreements are as follows.  Shares  purchased
under these  Agreements  are to be placed by Mercatus into a European bank SICAV
fund.  The  Agreements  were not intended to provide for an  immediate  funding.
Terms of the  Agreements  allow  Mercatus  up to 30 days to tender the  purchase
price to the Company once the valuation and repurchase of shares is completed by
the European bank SICAV fund. The Agreements  provide for the purchase price per
share  to  be  established  by a  negotiated  discount  percentage  of  55%  and
calculated  against  the last per share price  quoted at the date the  financing
contract was executed.  Mercatus did not perform on this requirement,  and as of
the date of this filing, no purchase price has been tendered to the Company. If,
in the event  Mercatus  does  perform in this  regard,  the  Company  intends to
complete the transaction and comply with all disclosure requirements.

                                    PART III

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


                                       16
<PAGE>
<TABLE>
<CAPTION>

The Officers and Directors of MACC during 2005 were as follows:

Name                       Age            Position and Tenure

Dale J. Hensel (1)         36             President, CEO, CFO, Director,
Appointed 3-19-04

The Officers and Directors of MAC, our wholly owned subsidiary, during 2005 were
as follows:

Name                       Age            Position and Tenure

Dale Hensel                36             President, CEO, Director
Dan Barnett                47             V.P., COO
Michelle Taylor            60             Executive V.P. / Corporate Development
Sandra Valiquette          65             CFO

The  following  table  discloses  the  total  compensation  for  each of the MAC
officers and directors during 2005. A summary of each individual's  professional
background is provided following the table.

                             --------------------------------------------------------------------------
                                                          Compensation Summary
                             --------------------------------------------------------------------------
<S>                          <C>               <C>                 <C>        <C>
                                    Annual Compensation                        Long-term Compensation
Name / (# of Options Held)     Fiscal Year     Salary / Fees       Bonus           Stock Awards (#)
                             ---------------------------------------------   --------------------------

Dale Hensel (0)                   2005         $     56,000          0                    0
Dan Barnett (0)                   2005         $     53,466          0                    0
Michelle Taylor (0)               2005         $     58,121          0                    0
Sandra Valiquette (0)             2005         $     57,940          0                    0
</TABLE>

In addition to the above table,  Michelle  Taylor also  received  $22,219.88  as
consulting fees prior to becoming an employee.

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

Dale Hensel, President, CEO
Dale J. Hensel was  nominated  to serve as sole  Director  and  President by the
former board of directors on March 5, 2004.  The former  directors  and officers
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. In April 2003, he
formed Mortgage Assistance Corporation,  a company devoted to the development of
purchase  of  non-performing  real  estate  secured  promissory  notes  and real
property investment.

Dan Barnett, COO and Vice President
Mr.  Barnett  has 22 years  experience  with Exxon  Mobil with  responsibilities
ranging from engineering to General Manager.  Most recently,  he served as North
American Planning Advisor in 2000. He also was founder and owner of various real
estate  services and investment  companies and holds a Texas Real Estate Brokers
license.  In 2003, he founded Mortgage  Solution  Partners which was acquired by
Mortgage Assistance Corporation in 2004.

Michelle Taylor, Executive Vice President and Corporate Development
Ms. Taylor is one of the three founders of Mortgage  Assistance  Corporation and
has  played a key  role in the  development  of the  business  model,  corporate
structure  and ongoing  operations  of the company.  Her duties  include  direct


                                       17
<PAGE>

responsibility  for the  development  of the  affiliate  program  and  affiliate
educational materials. She directs all relationships with key capital investors,
investment bankers and joint venture partners. Prior to co-founding MAC in 2003,
Michelle was the owner of Taylor  Brokerage  Co., and also a national  marketing
and sales  development  company.  In these roles she served as a consultant with
diversified  industries  including  medical,   foodservice,   and  manufacturing
organizations.  She provided market  research,  managed national sales forces in
fifty  states,  and  developed  key account  sales for  companies  such as 7-11,
Starbucks  and Cinemark  Theaters.  Clients  included:  Morningstar  Industries,
makers of International  Delight,  Farberware,  Inc., Grindmaster Corp. and Dean
Foods.  In addition,  she directed  global sales for Estill  Medical,  makers of
Thermal Angel.

Sandra Valiquette, Chief Financial Officer
Ms.  Valiquette was formerly the Senior Financial  person in multiple  financial
institution industry companies. Her experience is in both the insurance industry
and the  savings & loan  industry.  She was  responsible  for all aspects of her
company's financial management,  including accounting, finance, risk management,
information technology and Human Resources.  Under Ms. Valiquette's guidance and
leadership  of several  start-up  companies,  the  companies  eventually  became
multi-million  dollar entities.  At Summit Global Partners of Dallas,  Texas she
guided the first 12  acquisitions  of 450 employees and the  integration  of the
infrastructure, which is vital in the company's marketplace. Ms. Valiquette is a
graduate of Texas Wesleyan  University in Fort Worth, Texas where she majored in
accounting and business. She is a licensed Texas CPA.

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

Compliance  with Section  16(a) of the  Securities  Exchange Act of 1934 Section
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.

CODE OF ETHICAL CONDUCT.

On May 13,  2004,  our Board of Directors  has a policy 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

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


                                       18
<PAGE>

As CEO and Director of MACC, Dale Hensel received no compensation  directly from
MACC.  He did recieve a total of $56,000 in salary for his role as  President of
MAC during 2005.

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

None as of December 31, 2005

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.

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 as of December 31, 2005,  the shares of Common Stock
beneficially owned by all of the persons who served as the directors or officers
of the Company during 2005 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.

The Company's  ownership includes 12,725,720 shares issued and outstanding as of
December 31, 2005.  Collectively,  the  Directors and Officers with a beneficial
ownership  greater than 5%, control 86.711% of the Company.  The share ownership
in the table and footnotes  below has been  reclassified  after giving effect to
the reverse split.

Table 1.  Fully-Diluted Beneficial Ownership Greater Than 5%

                                                        Percent of Class
Name and address             Number of Shares          Beneficially Owned
----------------             ----------------          ------------------

Dale J. Hensel(1)               5,031,058                     45.59%





                                       19
<PAGE>

Dan Barnett(2)                  4,967,058                     45.01%

Michelle Taylor(2)              1,036,375                      9.39%

All Directors and
Officers as a Group            11,034,491                    100.00%

(1) Dale Hensel is our sole officer and director. He is a director and president
of MAC. Holdings listed here include shares beneficially owned by Hensel under a
family limited partnership entity, Leberknight, FLP which holds 3,840,000 common
shares (34.79%).

(2) Dan Barnett and  Michelle  Taylor are  officers  and  directors  of MAC, the
wholly owned subsidiary of MACC.

Changes In Control. None

Item 12 - Certain Relationships and Related Transactions

During  the years  ended  December  31,  2005 and 2004,  MAC  engaged in certain
transactions  with  its  three  principal  officers  and with  three  affiliated
entities,  MAP/MAC,  LLC, an unincorporated joint venture, and Abovo Corporation
and Vision Ads, Inc. ("VA"), (dba "Red Horse Realty"), two corporations owned by
MAC's vice president.

MAC paid certain  expenses on behalf of MAP/MAC,  LLC, a 50%-owned joint venture
of MAC, (See Note 6 in the accompanying Financial Statements and Auditors report
attached in Section F-1.) and charged  MAP/MAC,  LLC fees for servicing its note
pools.  Servicing  fees  recognized  in income  amounted to $222,105 and $21,279
during the years ended December 31, 2005 and 2004, respectively. At December 31,
2005 and 2004,  MAC had  accounts  receivable  from  MAP/MAC,  LLC of $7,623 and
$27,261, respectively.

MAC  charges  VA, a real  estate  management  firm,  for usage of office  space,
personnel and other administrative costs. MAC had accounts receivable from VA of
$50,945 and $19,490 at December 31, 2005 and 2004, respectively.

Abovo  Corporation  engages in the purchase and sale of residential real estate,
and often carries the notes  receivable with its purchasers.  In 2004, MAC began
servicing  Abovo  Corporation's  real estate loans.  MAC  recognized  $9,148 and
$25,234 of servicing  fees from Abovo  Corporation  for the years ended December
31, 2005 and 2004, respectively.

During 2003-2004,  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 2005, one of the Company's  principal officers and stockholders made cash
advances of $60,574 to the Company under two unsecured loans bearing interest at
12-15%.  Interest  expense on these loans  amounted to $2,675 for the year ended
December 31, 2005.

During the year ended  December 31, 2004, two of the Company's  three  principal
officers did not receive salaried  compensation for their services.  The Company
paid one officer and stockholder $69,050 for consulting services during 2004.

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


                                       20
<PAGE>

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
                                     12-31-05               12-31-04
                                     --------               --------

(1)  Audit Fees                      $ 67,056               $  9,650
(2)  Audit-related Fees                                          -0-
(3)  Tax Fees                        $  3,808               $  3,643
(4)  All other fees                  $  1,440                    -0-

     Total Fees                      $ 72,304               $ 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 engaged for the full year 2005.

     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.





                                       21
<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: April 18, 2006                   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: April 18, 2006                   By: /s/ Dale Hensel
                                          --------------------------------------
                                          Dale Hensel
                                          President, Chief Executive Officer,
                                          Chief Financial Officer and Director












                                       22
<PAGE>





                     MORTGAGE ASSISTANCE CENTER CORPORATION






                        CONSOLIDATED FINANCIAL STATEMENTS



                                       AND



                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM



                           DECEMBER 31, 2005 AND 2004













                                      F-1
<PAGE>


                     Mortgage Assistance Center Corporation






                                Table of Contents



                                                                            Page

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

Financial Statements
     Consolidated Balance Sheets
          as of December 31, 2005 and 2004...................................F-5

     Consolidated Statements of Operations and Comprehensive Loss
          for the years ended December 31, 2005 and 2004.....................F-7

     Consolidated Statements of Changes in Stockholders' Equity for
        the years ended December 31, 2005 and 2004...........................F-8

     Consolidated Statements of Cash Flows
         for the years ended December 31, 2005 and 2004......................F-9

     Notes to Consolidated  Financial Statements............................F-11



















                                      F-2
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have  audited  the  accompanying  consolidated  balance  sheets  of  Mortgage
Assistance  Center  Corporation  (formerly  Safe  Alternatives   Corporation  of
America, Inc.), (a Florida corporation) as of December 31, 2005 and 2004 and the
related   statements  of  operations   and   comprehensive   loss,   changes  in
stockholders'  deficit and cash flows for the years then ended.  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.

The consolidated  financial  statements as of December 31, 2004 and for the year
then ended have been restated to reflect the business  combination with Mortgage
Assistance  Corporation  (a Texas  Corporation)  as  described  in Note 3 to the
consolidated  financial statements.  We previously audited the December 31, 2004
financial  statements  of Mortgage  Assistance  Corporation  which reflect total
assets of $1,850,162  at December 31, 2004 and total  revenue of $3,923,712  for
the year ended December 31, 2004.

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 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
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  consolidated   financial  position  of  Mortgage
Assistance  Center  Corporation  as of  December  31,  2005  and  2004  and  the
consolidated results of its operations, changes in stockholders' equity and cash
flows for the years  then  ended in  conformity  with  United  States  generally
accepted accounting principles.




                                      F-3
<PAGE>

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  The Company has  sustained
recurring  losses from operations and had an accumulated  stockholders'  deficit
and a working  capital  deficiency  at December  31, 2005.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern  and are  discussed  in Note 4.  Management's  plans in  regard to these
matters are also  described in Note 4. The  financial  statements do not contain
any adjustments that might result from the outcome of these uncertainties.



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

Tulsa, Oklahoma
March 3, 2006






















                                      F-4
<PAGE>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
                           December 31, 2005 and 2004



                                                                         2004
                                   ASSETS                  2005      (Restated)
                                                        ----------   ----------


Current Assets:
Cash and cash equivalents                               $   72,740   $  572,884
Portfolio assets, at cost (net of impairment reserve
   of $202,690)                                            832,891      764,868
Accounts receivable-related parties                         58,995       49,668
Prepaid expenses                                            30,547       34,866
                                                        ----------   ----------

Total Current Assets                                       995,173    1,422,286
                                                        ----------   ----------
Property and Equipment, at cost:
Furniture, equipment and computers                         103,579       58,352
Less accumulated depreciation                               30,286       11,133
                                                        ----------   ----------

Total Property and Equipment                                73,293       47,219
                                                        ----------   ----------
Investments And Other Assets:
   Investment in public company                               --        295,000
Investment in  MAP/MAC, LLC                                292,536       39,797
Investment in Metromedia Partnership                        98,916         --
Deposits                                                     3,000        3,000
                                                        ----------   ----------

Total Investments and Other Assets                         394,452      337,797
                                                        ----------   ----------

Total Assets                                            $1,462,918   $1,807,302
                                                        ==========   ==========



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

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
                           December 31, 2005 and 2004





                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                           2004
                                                           2005         (Restated)
                                                       ------------    ------------
<S>                                                    <C>             <C>
Current Liabilities:
Notes payable-individuals and others                   $  1,280,152    $    948,000
Accounts payable-trade                                      170,434         177,622
Accounts payable-others                                     289,784          89,784
Accounts payable-related parties                               --            18,422
Accrued interest payable                                     72,983           8,274
Other accrued liabilities                                    98,306           4,051
                                                       ------------    ------------

Total Current Liabilities                                 1,911,659       1,246,153
                                                       ------------    ------------
Long-term Debt:
Notes payable-individuals                                   639,105         373,200
Note payable-stockholder                                     60,574            --
Mortgage payable                                             71,104            --
                                                       ------------    ------------

Total Long-Term Debt                                        770,783         373,200
                                                       ------------    ------------

Total Liabilities                                         2,682,442       1,619,353
                                                       ------------    ------------

Commitments (Note 11)

Stockholders' Equity  (Deficit):
Common stock, par value $0.001 per share;
authorized 50,000,000 shares; issued 12,725,720
and 12,625,720 shares in 2005 and 2004, respectively         12,726          12,626
Additional paid-in capital                               23,972,449      23,971,949
Retained earnings (deficit)                             (25,306,859)    (23,798,786)
                                                       ------------    ------------
                                                         (1,321,684)        185,789
Subscriptions issuable                                      102,160           2,160
                                                       ------------    ------------
Total Stockholders' Equity (deficit)                     (1,219,524)        187,949
                                                       ------------    ------------

Total Liabilities and Stockholders' Equity             $  1,462,918    $  1,807,302
                                                       ============    ============
</TABLE>

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

                     Mortgage Assistance Center Corporation
          Consolidated Statements of Operations and Comprehensive Loss
                     Years Ended December 31, 2005 and 2004



                                                                            2004
                                                            2005         (Restated)
                                                        ------------    ------------
<S>                                                     <C>             <C>
Revenues:
   Sales of portfolio assets                            $    406,175    $  3,923,712
   Cost of portfolio assets sold                             299,581       2,786,562
                                                        ------------    ------------
      Gain (loss) on sale of portfolio assets                106,594       1,137,150
   Servicing fees from affiliates and others                 234,973          53,120
   Income from joint venture                                 322,739          27,797
   Other income (loss)                                        14,518          15,413
                                                        ------------    ------------
      Total Revenues                                         678,824       1,233,480
                                                        ------------    ------------

Operating Expenses:
   Salaries, wages and contract labor                        752,322         566,613
   Other selling, general and administrative expenses        686,829         506,695
   Compensation expense related to
      common stock issuances at less
      than "fair value"                                         --           838,736
   Bad debts                                                 202,690            --
   Depreciation and amortization                              19,153           9,865
                                                        ------------    ------------
      Total operating expenses                             1,660,994       1,921,909
                                                        ------------    ------------

Operating loss                                              (982,170)       (688,429)

Other income (expense):
   Interest expense                                         (192,144)       (201,735)
   Merger expense                                           (303,058)           --
   Investor relations expense                                (21,601)           --
   Software development                                       (9,100)        (46,646)
                                                        ------------    ------------

Loss before provision for income taxes                    (1,508,073)       (936,810)

Income tax benefit (expense)                                    --              --
                                                        ------------    ------------
Net Loss                                                  (1,508,073)       (936,810)

Other comprehensive income                                      --              --
                                                        ------------    ------------
Comprehensive Loss                                      $ (1,508,073)   $   (936,810)
                                                        ============    ============
Net loss per weighted-average share
   of common stock outstanding, calculated
   on Net Loss - basic and fully diluted                $      (0.12)   $      (0.07)
                                                        ============    ============

Weighted-average number of shares of
   common stock outstanding                               12,678,323      12,625,720
                                                        ============    ============
</TABLE>


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

                     Mortgage Assistance Center Corporation
           Consolidated Statements of Changes in Stockholders' Equity
                 For the Years Ended December 31, 2005 and 2004


                                                       Common Stock              Additional
                                                ----------------------------      paid-in       Accumulated
                                                   Shares       Par Value         capital         deficit
                                                ------------    ------------    ------------   ------------
<S>                                             <C>             <C>             <C>            <C>
Balances at
     December 31, 2003                           165,853,058    $      8,113    $ 22,872,575   $(22,861,976)

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)         15,919           --

Merger with Mortgage Assistance Corporation       12,000,000          12,000         244,680           --

Exchange of shares per legal services
     compensation agreement                          (38,883)            (39)             39           --

Net loss for the year                                   --              --              --         (936,810)
                                                ------------    ------------    ------------   ------------
Balances at
     December 31, 2004                            12,625,720          12,626      23,971,949    (23,798,786)

Issuance of common stock
     for legal services                              100,000             100             500           --


Stock issuable to fund partnership investment           --              --              --             --

Net loss for the year                                   --              --              --       (1,508,073)
                                                ------------    ------------    ------------   ------------
Balances at
     December 31, 2005                            12,725,720    $     12,726    $ 23,972,449   $(25,306,859)
                                                ============    ============    ============   ============

                                                                      Treasury Stock
                                                 Subscriptions  ----------------------------
                                                   issuable        Shares           Cost
                                                 ------------   ------------    ------------
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                                 --           11,682               1

Merger with Mortgage Assistance Corporation              --             --              --

Exchange of shares per legal services
     compensation agreement                              --             --              --

Net loss for the year                                    --             --              --
                                                 ------------   ------------    ------------
Balances at
     December 31, 2004                                  2,160           --              --

Issuance of common stock
     for legal services                                  --             --              --


Stock issuable to fund partnership investment         100,000           --              --

Net loss for the year                                    --             --              --
                                                 ------------   ------------    ------------
Balances at
     December 31, 2005                           $    102,160           --      $       --
                                                 ============   ============    ============
</TABLE>



                                      F-8
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
                     Years Ended December 31, 2005 and 2004

                                                                                       2004
                                                                         2005       (Restated)
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash Flows From Operating Activities
Net loss                                                             $(1,508,073)   $  (936,810)
                                                                     -----------    -----------
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
  Depreciation                                                            19,153          9,865
  Professional fees paid with common stock                                   600          8,472
   Compensation expense related to common stock issuances
    at less than "fair value"                                               --          838,736
  Income from joint venture                                             (322,739)       (27,797)
  Loss from partnership                                                    1,084           --
  Merger expense                                                         295,000           --
Change in assets and liabilities, excluding effect of
   acquisition of businesses:
   (Increase) decrease in portfolio assets                               (68,023)       225,775
   (Increase) decrease in accounts receivable from related parties       (27,749)      (167,693)
   (Increase) decrease in prepaid expenses                                 4,319         55,140
   Increase (decrease) in accounts payable                                (7,188)       116,157
   Increase (decrease) in accrued consulting fees                           --           89,389
   Increase (decrease) in accrued interest                                64,709         30,637
   Increase (decrease) in other accrued liabilities                       94,255          3,891
                                                                     -----------    -----------

Total adjustments                                                         53,421      1,182,572
                                                                     -----------    -----------

               Net Cash Provided (Used) by Operating Activities       (1,454,652)       245,762
                                                                     -----------    -----------

Cash Flows From Investing Activities
     Investment in public shell corporation                                 --         (235,000)
     Investment in joint venture                                            --          (12,000)
     Purchase of property and equipment                                  (45,227)       (24,695)
                                                                     -----------    -----------

                  Net Cash Used by Investing Activities                  (45,227)      (271,695)
                                                                     -----------    -----------
</TABLE>


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

                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
                     Years Ended December 31, 2005 and 2004




                                                                                  2004
                                                                    2005       (Restated)
                                                                -----------    -----------
<S>                                                             <C>            <C>
Cash Flows From Financing Activities
   Proceeds from issuance of common stock                              --           25,000
Proceeds from issuance of debt to individuals and others          1,232,257        790,000
Repayment of debt to individuals and others                        (363,096)      (320,000)
Distribution from joint venture                                      70,000           --
Net advances from officers                                           60,574         27,284
                                                                -----------    -----------

             Net Cash Provided (Used) by Financing Activities       999,735        522,284
                                                                -----------    -----------

          Net Increase (Decrease) in Cash                          (500,144)       496,351

          Cash at Beginning of Period                               572,884         76,533
                                                                -----------    -----------

          Cash at End of Period                                 $    72,740    $   572,884
                                                                ===========    ===========


Supplemental Disclosures of Cash Flow Information
-------------------------------------------------


Cash Paid During the Period for:
Interest                                                        $   127,435    $   171,098
Income taxes                                                    $      --      $      --

Non cash investing and financing activities:
   Partnership investment acquired for stock
      subscriptions issuable                                    $   100,000    $      --
   Stockholder debt converted to additional
      paid-in capital                                                  --           97,647

</TABLE>











                                      F-10
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 1 - Organization
         ------------

         Mortgage  Assistance  Center  Corporation  (formerly Safe  Alternatives
         Corporation  of America,  Inc.) (the "Company" or "MACC") was organized
         in 1976,  under the name Knight  Airlines,  Inc. 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
         ceased  operations  in April 1983 and was  inactive  through  September
         1995.  In May 1994,  the name of the Company was changed to  Portsmouth
         Corporation.

         On September 15, 1995, pursuant to an Asset Purchase Agreement and Plan
         of Reorganization between the Company and Safe Alternatives Corporation
         of America, Inc., a Delaware corporation ("SAC-Delaware"),  the Company
         purchased  all of the assets of  SAC-Delaware,  and  assumed all of the
         liabilities of SAC-Delaware.  On March 4, 1996, the Company changed its
         name to Safe  Alternatives  Corporation  of  America,  Inc.  (a Florida
         corporation).

         On September 17, 2002,  the Board of Directors of the Company agreed to
         sell 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  that could  attach to the Company as of
         June 30, 2002.

         From July 1, 2002 to May 2005 the  Company  had no assets or  operating
         activities.

         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 became  effective
         January  17,  2005.  The  changes  were  made in  connection  with  the
         requirements  of a Letter of Intent  executed  between  the Company and
         Mortgage Assistance Corporation ("MAC"), a Texas corporation,  in which
         re-organizational  steps were  undertaken to create a change in control
         of MACC prior to the completion of a business combination agreement.

         Upon  completion  of a  definitive  Business  Combination  Agreement in
         August 2005,  MACC acquired all of the issued and  outstanding  capital
         stock of Mortgage  Assistance  Corporation.  MAC is now a wholly  owned
         subsidiary of MACC as described in Note 3.



                                      F-11
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004




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

         Description of Business:

         Through  MAC,  the Company  operates as a financial  services  company,
         acquiring and managing pools of distressed real estate-based mortgages.
         The  types  of  mortgages   pools  acquired   include   non-performing,
         charged-off, sub-prime mortgages, 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.

         Principles of Consolidation:

         The consolidated  financial statements include the accounts of MACC and
         its wholly owned subsidiary, MAC. All significant intercompany accounts
         and transactions are eliminated in consolidation.

         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:

         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




                                      F-12
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



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

         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  capitalized  and  included  in  the  cost  basis  of the
         individual loans involved.

         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 of the  impairment is
         identified.  At  December  31,  2005,  the Company  determined  that an
         allowance for impairment of $202,690 was required.

         The Company recognizes gain or loss upon the resale or other resolution
         of mortgage loans 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.

         The Company has adopted Statement of Position No. 03-3,  Accounting for
         Certain Loans or Debt  Securities  Acquired in a Transfer ("SOP 03-3").
         SOP 03-3 addresses  accounting for differences between contractual cash
         flows  and cash  flows  expected  to be  collected  from an  investor's
         initial  investment in loans or debt securities  acquired in a transfer
         if those  differences  are  attributable,  at least in part,  to credit
         quality.  SOP 03-3 was  effective  for all loans  acquired  after 2004;
         however,  all of the loans in the Company's portfolio are accounted for
         in accordance with SOP 03-3, regardless of date acquired.

         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 resalable  condition,  as
         well as any maintenance,  taxes and insurance costs required during the
         holding period are  capitalized.  Income or loss is recognized upon the
         disposal of real estate at the 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 portfolios is on an individual asset-by-asset
         basis as  opposed  to a pool  basis.



                                      F-13
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004


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

         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,  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  on real estate  portfolios  was required at
         December 31, 2005 and 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.

         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





                                      F-14
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004


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

         liabilities for 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.

         Use of Estimates in the Preparation of Financial Statements:

         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.

         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.

         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.



                                      F-15
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 3 - Business Combination
         --------------------

         On May 14, 2004,  the  Company's  President,  Dale  Hensel,  executed a
         Letter of Intent with Mortgage Assistance  Corporation ("MAC"), a Texas
         corporation  controlled  by  Mr.  Hensel,  whereby  MAC  offered  to be
         acquired by the Company.  Under the terms and  conditions of the letter
         of intent the MACC board  obtained  a majority  shareholder  consent in
         lieu of a special meeting according to the Florida Business Corporation
         Statutes and approved the following actions:

                1.  The reverse  split of the  Company's  common shares on a One
                    for Two Hundred Fifty (1:250) basis;
                2.  The corporate name change from Safe Alternatives Corporation
                    of America, Inc. to Mortgage Assistance Center Corporation;
                3.  The change in the  authorized  number of common stock shares
                    from 175,000,000 to 50,000,000 shares;
                4.  Authorized  a  business   combination  whereby  the  Company
                    exchanged  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.

         In May 2004, a majority  shareholder  action approved the reverse stock
         split and the reduction in the authorized number of common shares.

         On May 10,  2005,  the  Company  entered  into a  Business  Combination
         Agreement to acquire all of the issued and outstanding capital stock of
         Mortgage  Assistance  Corporation,  a Texas corporation,  consisting of
         7,500,000 shares, in exchange for twelve million (12,000,000) shares of
         MACC stock.  The Company issued 1.6 MACC shares for each MAC share held
         by the 34  shareholders of MAC in an exempt  transaction  under Section
         4(2) and  Regulation  D Rule  506 of the  Securities  Act of  1933,  as
         amended (the "Securities Act"). These shares are restricted  securities
         and may not be publicly resold absent  registration with the Securities
         and  Exchange  Commission  (SEC) or  exemption  from  the  registration
         requirements   of  the  Securities  Act.  MAC  became  a  wholly  owned
         subsidiary  of MACC upon  MACC's  complete  acquisition  of all the MAC
         shares.

         As of May 10, 2005,  MACC  received  6,896,556 MAC shares (92%) and has
         caused  11,034,489  (87.1%) of the Company shares to be issued to three
         individuals  who will  comprise  a  control  group  consisting  of Dale
         Hensel,  Dan Barnett and Michelle  Taylor.  Together  they will control
         87.1% of the voting  common  stock of the  Company.  Dale Hensel is the



                                      F-16
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004




Note 3 - Business Combination (continued)
         --------------------

         sole  officer  and  director  of the  Company.  Mr.  Hensel is also the
         President  and director of MAC. Dan Barnett is the Vice  President  and
         director of MAC. Ms.  Taylor is a Vice  President  and director of MAC.
         Subsequently,  the  remainders of the MAC shares were  surrendered  and
         12,000,000 shares were issued for 100% of MAC.

         A conflict of interest existed in May 2004 when Mr. Hensel  recommended
         that the  Company  acquire  all of the issued and  outstanding  capital
         stock of MAC because Mr. Hensel was the Company  president and director
         and also the president,  director and shareholder of MAC. The decisions
         to acquire MAC, change the corporate name,  implement the reverse split
         and capital  change were  actions over which Mr.  Hensel had  exercised
         degrees of control and in which he had a  financial  interest by virtue
         of being a shareholder of MAC. All of these transactions were disclosed
         to,  authorized  and approved by the written  consent of the  Company's
         majority  shareholders  who held 75.9% of the voting stock. At the time
         of voting,  Mr. Hensel was not a shareholder of the Company and did not
         vote for approval of these transactions.

         The  number  of  shares   authorized   for  issuance  in  the  Business
         Combination  transaction  between  MACC  and the MAC  shareholders  was
         negotiated  between Mr. Hensel and MAC management in a transaction with
         management. The management of MACC and MAC shared a common director and
         officer in Dale  Hensel;  thus the  transaction  did not  represent  an
         arms-length transaction.

         At the date of the  merger,  MAC  expensed  $295,000  of legal fees and
         other costs related to the acquisition. These costs had previously been
         capitalized  pending successful  completion of a merger. At that time a
         market  value for MACC's  common  shares  was  difficult  to  ascertain
         because of the limited  and  illiquid  market for the  Company  shares.
         There was no active market for MACC common stock at that time.

         The  acquisition  of MAC  constituted  an exchange of equity  interests
         between  entities  under common control and resulted in a change in the
         reporting   entity.   This  type  of  transaction  is  not  a  business
         combination  under Statement of Financial  Accounting  Standards Number
         141 and, consequently,  has been accounted for in a manner similar to a
         pooling of interests rather than as a purchase. Accordingly, the equity
         interests that were issued to MAC  shareholders in May 2005 in exchange
         for the net  assets of MAC were  given  effect as of  January  1, 2005,
         based on the net book  value of MAC on a  historical  cost  basis.  The
         results of operations  for the year ended December 31, 2005 present the
         combined  results  of  MACC  and  MAC  for the  year.  The  results  of
         operations  for the year ended  December 31, 2004 have been restated to
         furnish comparative information.



                                      F-17
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 4 - Going Concern Uncertainty
         -------------------------

         The  accompanying  financial  statements  have been prepared on a going
         concern basis,  which  contemplates  the  realization of assets and the
         settlement  of  liabilities  and  commitments  in the normal  course of
         business.  As  shown  in the  financial  statements,  the  Company  has
         incurred  significant  operating  losses  in 2005  and  prior  periods,
         resulting in an accumulated stockholders' deficit and a working capital
         deficit as of December 31,  2005.  These  factors,  among  others,  may
         indicate that the Company will be unable to continue as a going concern
         for a reasonable period of time.

         The financial  statements do not include any adjustment relating to the
         recoverability  of assets and  classification of liabilities that might
         be  necessary  should  the  Company  be unable to  continue  as a going
         concern.  The  Company's  continuation  as a going concern is dependent
         upon  its  ability  to  generate  sufficient  cash  flow  to  meet  its
         obligations  on a timely  basis,  to  obtain  additional  financing  or
         refinancing   as  may  be   required,   and   ultimately   to   sustain
         profitability.

         The Company is actively  pursuing  alternative  financing plans to fund
         the  Company's  requirements,  and  those  plans  include,  but are not
         limited to, additional equity sales or debt financing under appropriate
         market  conditions,  allegiances  or partnership  agreements,  or other
         business   transactions   which   could   generate   adequate   funding
         opportunities.  While the Company is confident in its ability to secure
         additional  capital  in the  future,  there  is no  guarantee  that the
         Company  will  receive  sufficient  funding  to sustain  operations  or
         implement any future business plan steps.

Note 5 - Portfolio Assets

         Portfolio  assets were  comprised of the following at December 31, 2005
         and 2004:

                                                            2005         2004
                                                         ----------   ----------

         Mortgage note receivable pools                  $  736,513   $  554,642
         Real Estate portfolios                             215,792      150,976
         Other                                               83,276       59,250
                                                         ----------   ----------
              Total portfolio assets                      1,035,581      764,868

         Valuation allowance for impairment                 202,690         --
                                                         ----------   ----------

              Net portfolio assets                       $  832,891   $  764,868
                                                         ==========   ==========


         Portfolio  assets are pledged to secure  non-recourse  notes payable to
         individuals (See Note 7).



                                      F-18
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 6 - Investment in Joint Venture
         ---------------------------

         Effective  September  30, 2004 MAC and an unrelated  third party formed
         MAP/MAC,  LLC, a joint venture,  for the purpose of acquiring  pools of
         mortgage and  promissory  notes in the  secondary  market.  MAC and the
         unrelated third party each own 50% of the venture.  MAC's investment in
         MAP/MAC, LLC is accounted for using the equity method.

         A summary of the results of operations for the years ended December 31,
         2005 and 2004 and net assets at December 31, 2005 and 2004 for MAP/MAC,
         LLC is as follows:


                                                         2005           2004
                                                     -----------    -----------
         Results of operations:
              Total revenues                         $ 2,093,816    $   176,378
              Operating profit                           645,478         55,594
              Net income                                 645,478         55,594

         Net assets:
              Current assets                         $ 1,167,520    $   393,229
              Noncurrent assets                             --             --
                                                     -----------    -----------
              Total assets                             1,167,520        393,229

         Net liabilities:
              Current liabilities                       (582,447)      (313,635)
              Long-term debt                                --             --
                                                     -----------    -----------

                 Total debt                          $   585,073    $    79,594
                                                     ===========    ===========





                                      F-19
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 7 - Notes Payable to Individuals and Others
         ---------------------------------------

         At December 31, 2005 and 2004,  notes payable to individuals and others
         were comprised of the following:


                                                            2005         2004
                                                         ----------   ----------
Loans due principal and accrued interest
at 12%, at maturity April - November 2006                $  578,083   $  200,000

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

Loan due principal and accrued interest at 3% at
maturity in January 2007                                    200,000         --

Non-interest bearing loans payable out of joint
venture distributions                                       297,069         --

Loan 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                        100,000      150,000

Loan due interest only on a monthly basis at
18%, maturing July 2005 (maturity extended)                 150,000      150,000

Loan due interest only monthly at 16% renewable
on a monthly basis                                           75,000         --

Loan due principal and accrued interest at 14% at
maturity in October 2006                                     50,000         --

Loans due interest only on a monthly or
quarterly basis at 10%, maturing July 2005
through August 2006                                         245,905      140,000

Other                                                          --        458,000
                                                         ----------   ----------
   Total                                                  1,919,257    1,321,200

   Less portion due within one year                       1,280,152      948,000
                                                         ----------   ----------
                                                         $  639,105   $  373,200
                                                         ==========   ==========




         Certain real estate mortgage note receivable  pools secure the majority
         of loans from individuals and others.


                                      F-20
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 8 - Related Party Transactions
         --------------------------

         During the years  ended  December  31,  2005 and 2004,  MAC  engaged in
         certain  transactions with its three principal  officers and with three
         affiliated entities, MAP/MAC, LLC, an unincorporated joint venture, and
         ABOVO  Corporation  and  Vision  Ads,  Inc.  ("VA"),  (dba  "Red  Horse
         Realty"), two corporations owned by MAC's vice president.

         MAC paid certain expenses on behalf of MAP/MAC,  LLC, a 50%-owned joint
         venture  of MAC,  (See  Note  6) and  charged  MAP/MAC,  LLC  fees  for
         servicing its note pools.  Servicing fees recognized in income amounted
         to $222,105  and $21,279  during the years ended  December 31, 2005 and
         2004,  respectively.  At December  31, 2005 and 2004,  MAC had accounts
         receivable from MAP/MAC, LLC of $7,623 and $27,261, respectively.

         MAC  charges  VA, a real estate  management  firm,  for usage of office
         space,  personnel  and other  administrative  costs.  MAC had  accounts
         receivable  from VA of $50,945  and  $19,490 at  December  31, 2005 and
         2004, respectively.

         ABOVO Corporation  engages in the purchase and sale of residential real
         estate, and often carries the notes receivable with its purchasers.  In
         2004, MAC began servicing ABOVO  Corporation's  real estate loans.  MAC
         recognized  $9,148 and $25,234 of servicing fees from ABOVO Corporation
         for the years ended December 31, 2005 and 2004, respectively.

         During  2003-2004,   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 2005, one of the Company's  principal  officers and stockholders
         made cash advances of $60,574 to the Company under two unsecured  loans
         bearing interest at 12-15%. Interest expense on these loans amounted to
         $2,675 for the year ended December 31, 2005.

         During the year ended  December 31, 2004,  two of the  Company's  three
         principal  officers  did not receive  salaried  compensation  for their
         services.  The Company  paid one officer  and  stockholder  $69,050 for
         consulting services during 2004.


                                      F-21
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004




Note 9 - Income Taxes

         The  components  of  income  tax  (benefit)   expense,   on  continuing
         operations,   for  the  years  ended   December   31,  2005  and  2004,
         respectively, are as follows:


                                                            2005         2004
                                                         ----------   ----------
               Federal:
                   Current                               $     --     $     --
                   Deferred                                    --           --
                                                         ----------   ----------
                                                               --           --
                                                         ----------   ----------
               State:
                   Current                                     --           --
                   Deferred                                    --           --
                                                         ----------   ----------
                   Total                                 $     --     $     --
                                                         ==========   ==========



         As  of  December  31,  2005  the  Company  had  a  net  operating  loss
         carryforward  of  approximately  $9,478,000  to offset  future  taxable
         income. Subject to current regulations, this carryforward will begin to
         expire in 2007. Due to the reverse acquisition  transaction with MAC in
         May 2005,  the usage of 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 year ended  December 31, 2005
         and 2004,  respectively,  differed from the statutory tax rate of 34.0%
         as follows:





                                      F-22
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 9 - Income Taxes (continued)
         ------------

                                                            2005         2004
                                                         ---------    ---------
    Statutory rate applied to income
      before income taxes                                $(512,800)   $(318,500)
    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                                    512,800       33,300
                                                         ---------    ---------
    Income tax expense                                   $    --      $    --
                                                         =========    =========



         Deferred  tax assets and  liabilities  consisted  of the  following  at
         December 31, 2005 and 2004:


                                                         2005           2004
                                                     -----------    -----------
         Deferred tax assets
            Net operating loss carryforwards         $ 3,222,000    $ 2,725,000
            Less valuation allowance                  (3,222,000)    (2,725,000)
                                                     -----------    -----------

         Net deferred tax asset                      $      --      $      --
                                                     ===========    ===========




Note 10 - Common Stock Transactions
          -------------------------

         During July 2002, in order to facilitate the Company's  merger or other
         business  combination  transaction with MAC, 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





                                      F-23
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 10 - Common Stock Transactions (continued)
          -------------------------

         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
         for the year ended December 31, 2004.

         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, 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 were
         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 January
         1, 2004 in the balance  sheet,  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.

         In connection with a Business Combination Agreement between the Company
         and MAC on May 10,  2005 (See Note 3), the  Company  issued  12,000,000
         post-split  shares to the MAC  shareholders  in exchange for all of the
         issued  and  outstanding  shares  of  MAC.  As the  acquisition  of MAC
         represented  an exchange of equity  interests  between  entities  under
         common  control,   the  equity   interests   issued  were  recorded  at
         approximately  $257,000,  representing  the net book  value of MAC on a
         historical  cost  basis as of January 1,  2005,  the  beginning  of the
         period  in  which  the  transaction  occurred.  The  effect  of the MAC
         acquisition  has  been  reflected  as of  January  1,  2004 to  provide
         comparable   weighted   average  per  share  amounts  for  all  periods
         presented.


                                      F-24
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004


Note 10 - Common Stock Transactions (continued)
          -------------------------

         In  accordance  with the Letter of  Agreement  with MAC in March  2004,
         Loper &  Seymour,  P.A.,  an escrow  agent,  agreed  to return  338,883
         (84,720,733  pre-split)  shares to the Company.  The Company elected to
         cancel the shares.  The effect of this  cancellation  has been  applied
         retroactive  to January 1, 2004. On June 23, 2005,  the Company  issued
         400,000  post-split shares for legal services pursuant to certain Legal
         Services Compensation  Agreements.  Of these issuances,  300,000 shares
         were issued to the  Company's  former legal  counsel,  Mary F. Seymour,
         Attorney at Law.


Note 11 - Commitments
          -----------

         Consulting Contracts:

         The Company has contracted  with RJ Falkner & Company,  Inc. to provide
         consulting  services in regard to preparation of a Research  Profile on
         the Company, distribution of such reports,  identification of potential
         institutional   investors  and  other   matters   related  to  investor
         relations.  The contract is for twelve months,  continues monthly after
         January 15, 2006 unless  cancelled by either party.  Under the terms of
         the  contract FJ Falkner & Company,  Inc.  will be  compensated  $3,000
         monthly and will be issued 50,000 shares of MACC common stock. MACC has
         agreed to register these shares with the SEC upon the  registration  of
         any other shares or within twenty-four months, whichever occurs first.

         Mortgage  Assistance  Corporation  has signed a Letter  Agreement dated
         September  1,  2005  with  Michael  Calo &  Associates,  Attorneys  and
         Counselors  ("Calo") as a non-exclusive  legal and business advisor and
         consultant in the position of General  Counsel for MAC to provide legal
         and  business  Advice,  counsel  and  services in  connection  with the
         coordination of all legal matters of MAC,  including  coordination with
         special  securities  counsel  for S.E.C.  reporting  requirements,  and
         including  but not limited to  possible  private  placements,  mergers,
         consolidations,  recapitalization,  acquisitions or purchases of assets
         or equity  interest,  or similar  transactions.  The  agreement  has an
         initial  term of six  months  with a minimum  fee of $4,000  per month.





                                      F-25
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           December 31, 2005 and 2004



Note 11 - Commitments (continued)
          -----------

         Additionally,  provided  MAC does not  terminate  the Letter  Agreement
         during  the first  ninety  (90)  days of its  duration,  Calo  shall be
         entitled to additional compensation of equity in MACC ("Equity Fee") in
         the form of a common stock purchase warrant for three hundred seventeen
         thousand  (317,000)  shares  of common  tock of MACC for no  additional
         consideration  other  than an  exercise  price of ten cents  ($.10) per
         share. Provided Calo continues to serve MAC as its legal counsel to the
         reasonable satisfaction of the Board of Directors and is not terminated
         for "good cause",  such common stock purchase  warrant may be exercised
         according to the following schedule:

                1.  Fifty thousand (50,000) of such shares on the 91st day after
                    the execution of the Letter Agreement
                2.  Sixty-six  thousand  seven  hundred  fifty  (66,750) of such
                    shares after July 1, 2006
                3.  Sixty-six  thousand  seven  hundred  fifty  (66,750) of such
                    shares after December 31, 2006
                4.  Sixty-six  thousand  seven  hundred  fifty  (66,750) of such
                    shares after July 1, 2007 and
                5.  Sixty-six  thousand  seven  hundred  fifty  (66,750) of such
                    shares after December 31, 2007.