U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


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

               For the quarterly period ended: September 30, 2005

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                           Commission File No. 0-11808

                             MB SOFTWARE CORPORATION


           Texas                                                59-2220004
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                      2225 E. Randol Mill Road - Suite 305
                           Arlington, Texas 76011-6306
                                 (817) 633-9400


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


As of September  30, 2005,  16,145,432  of the Issuer's  $0.001 par value common
stock were outstanding.

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



<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES

                                   Form 10-QSB

                        Quarter Ended September 30, 2005

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheet .................................................   3

Consolidated Statements of Operations ......................................   4

Consolidated Statements of Cash Flows.......................................   5


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

ITEM 3. CONTROLS AND PROCEDURES.............................................  15

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings...................................................  15
ITEM 2. Changes in Securities and Use of Proceeds...........................  15
ITEM 3. Defaults Upon Senior Securities.....................................  15
ITEM 4. Submission of Matters to a Vote of Security Holders.................  15
ITEM 5. Other Information...................................................  16
ITEM 6. Exhibits............................................................  16

SIGNATURE...................................................................  16



















                                       2
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

ASSETS
------
Current Assets
   Cash                                                            $      9,219
   Accounts receivable                                                   25,153
   Inventory                                                             82,221
   Prepayments                                                          134,155
                                                                   ------------
Total current assets                                                    250,748

Fixed assets, net                                                        66,359

Security deposits                                                        15,693
                                                                   ------------

Total Assets                                                       $    332,800
                                                                   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
Current liabilities
   Accounts payable and other accruals                             $     65,068
   Payroll tax liabilities                                              134,908
   Obligation under capital lease - current portion                       4,092
   Royalties payable, including accrued interest                        165,851
   Due to related parties                                               472,304
   Accrued interest - related parties                                    24,078
                                                                   ------------
Total current liabilities                                               866,301

Long-term liabilities
   Obligation under capital lease - noncurrent portion                    3,170
                                                                   ------------

Total Liabilities                                                       869,471

Stockholders' Deficiency
   Preferred stock, $10 par value, 5,000,000 shares authorized;
      issued and outstanding none                                          --
   Common stock:  $0.001 par value;  20,000,000 shares authorized;
      issued and outstanding: 16,145,432                                 16,145
   Additional paid-in capital                                        11,181,496
   Accumulated deficit                                              (11,722,273)
                                                                   ------------
                                                                       (524,632)
   Less: treasury stock, at cost;  4,089 shares                         (12,039)
                                                                   ------------
Total stockholders' deficiency                                         (536,671)
                                                                   ------------

Total Liabilities and Stockholders' Deficiency                     $    332,800
                                                                   ============


            See condensed notes to consolidated financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
                                   (UNAUDITED)

                                                                 (Restated)                          (Restated)
                                              Three Months      Three Months      Nine Months        Nine Months
                                                  Ended             Ended             Ended             Ended
                                             Sept. 30, 2005    Sept. 30, 2004    Sept. 30, 2005    Sept. 30, 2004
                                             --------------    --------------    --------------    --------------
<S>                                          <C>               <C>               <C>               <C>
Revenues                                     $       59,119    $       45,122    $      158,435    $      121,304
Cost of revenues                                     39,285           (65,729)          115,609           114,297
                                             --------------    --------------    --------------    --------------
Gross margin                                         19,834           (20,607)           42,826             7,007

Selling, general and administrative                 130,094           838,211           421,744         1,463,852
Royalty expenses and related option fee               1,756              --             238,379              --
                                             --------------    --------------    --------------    --------------

Loss from operations                               (112,016)         (858,818)         (617,297)       (1,456,845)

Other income (expense), net                         (11,112)             (229)          (29,770)          (40,046)
                                             --------------    --------------    --------------    --------------

Loss before provision for income taxes             (123,128)         (859,047)         (647,067)       (1,496,891)

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

Loss from continuing operations                    (123,128)         (859,047)         (647,067)       (1,496,891)

Discontinued operations
   Operating loss                                      --             (56,592)             --            (225,224)
                                             --------------    --------------    --------------    --------------

Net loss                                     $     (123,128)   $     (915,639)   $     (647,067)   $   (1,722,115)
                                             ==============    ==============    ==============    ==============

Basic and diluted loss per share:
   Continuing operations                     $        (0.01)   $        (0.15)   $        (0.04)   $        (0.26)
   Discontinued operations                             --               (0.01)             --               (0.04)
                                             --------------    --------------    --------------    --------------
                                             $        (0.01)            (0.16)   $        (0.04)   $        (0.30)
                                             ==============    ==============    ==============    ==============

Weighted average common shares outstanding       16,454,432         5,822,810        15,524,498         5,822,810
                                             ==============    ==============    ==============    ==============
</TABLE>









            See condensed notes to consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30
                                   (UNAUDITED)


                                                                                       2005           2004
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Cash flows from operating activities
Net loss from continuing operations                                                $  (647,067)   $(1,496,891)
Adjustments to reconcile net loss from to net cash used in operating activities
   Depreciation and amortization                                                         6,005          1,528
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                                           (5,067)       (19,836)
   (Increase) decrease in inventory                                                     13,078        252,006
   (Increase) decrease in prepaid expenses and other assets                            (61,254)       (69,200)
    Increase (decrease) in accounts payable and accrued liabilities                     50,556        409,799
    Increase (decrease) in royalties payable, including related accrued interest       163,378           --
                                                                                   -----------    -----------
Net cash flows used in operating activities                                           (480,371)      (922,594)

Cash flows from investing activities
   Purchase of fixed assets                                                            (17,445)       (25,394)
                                                                                   -----------    -----------
Net cash flows used in investing activities                                            (17,445)       (25,394)

Cash flows from financing activities
   Cash overdraft                                                                         --            9,724
   Net advances - related parties                                                      502,216        853,862
   Proceeds from unrelated party notes payable                                            --           70,000
   Principal payments under capital lease                                               (3,070)          --
                                                                                   -----------    -----------
Net cash flows provided by financing activities                                        499,146        933,586
                                                                                   -----------    -----------

Increase (decrease) in cash                                                              1,330        (14,402)

Cash and cash equivalents, beginning of period                                           7,889         14,402
                                                                                   -----------    -----------

Cash and cash equivalents, end of period                                           $     9,219    $      --
                                                                                   ===========    ===========

Cash paid during the period for:
   Interest                                                                               --             --
                                                                                   ===========    ===========
   Income taxes                                                                           --             --
                                                                                   ===========    ===========
</TABLE>





            See condensed notes to consolidated financial statements.

                                       5
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                        QUARTER ENDED SEPTEMBER 30, 2005
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the United States
of America for interim  financial  information and with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. They do not include all information and
notes required by generally accepted accounting  principles in the United States
of America for complete financial statements.

In the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results of operations  and cash flows for all periods  presented have been made.
Preparing  financial  statements  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses.  Actual  results  may differ  from  these  estimates.  The  results of
operations  for  the  period  ended  September  30,  2005  are  not  necessarily
indicative  of the  operating  results  that may be expected for the entire year
ending  December  31,  2005.  These  financial  statements  should  be  read  in
conjunction with the Management's  Discussion and Analysis included elsewhere in
this filing in addition to the Company's  financial  statements and accompanying
notes thereto as of and for the year ended  December 31, 2004, as filed with the
Company's Annual Report on Form 10-KSB, as amended.

Certain  financial  information  for the prior period has been  reclassified  to
conform to the current period's presentation.

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

Transfers and exchanges of assets  between  companies  under common  control are
accounted  for at  historical  cost in a manner  similar to that in a pooling of
interests accounting.  The excess of the cost of the asset acquired over the net
assets sold at their book values are charged to additional paid-in capital.  The
Company's  financial  statements  include the combined  statements  of financial
position,  results of  operations  and cash flows for the entities  merged.  The
historical financial statements of the Company have been restated  retroactively
for all periods presented as the entities were under common control during those
periods.  All restated  financial  statements  reflect the  combined  results of
operations and cash flows of the previously separate entities.


NOTE 2: GOING CONCERN

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



                                       6
<PAGE>

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

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


NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the FASB issued SFAS No. 123  (Revised  2004)  "Share-Based
Payment"  ("SFAS No.  123R").  SFAS No. 123R  addresses all forms of share-based
payment  ("SBP") awards,  including  shares issued under employee stock purchase
plans, stock options,  restricted stock and stock appreciation  rights. SFAS No.
123R will require the Company to expense SBP awards with  compensation  cost for
SBP transactions measured at fair value. On March 29, 2005, the SEC issued Staff
Accounting Bulletin (SAB) 107 which expresses the views of the SEC regarding the
interaction  between  SFAS No. 123R and certain  SEC rules and  regulations  and
provides  the  SEC's  views  regarding  the  valuation  of  share-based  payment
arrangements for public companies. In April 2005, the SEC issued a release which
amends the compliance  dates for SFAS No. 123R. We do not expect the adoption of
SFAS No. 123R and SAB 107 to have a material  impact on the Company's  financial
statements.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections".  SFAS No. 154 replaces APB Opinion No. 20 "Accounting Changes" and
SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements". SFAS
No.  154  requires   retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. The adoption of SFAS No. 154 does affect our financial statements.


NOTE 4: EARNINGS PER SHARE

Basic earnings (loss) per share ("EPS") are based on the weighted average number
of common  shares  outstanding.  Diluted  EPS is based on the  weighted  average
number of common shares outstanding and dilutive common stock equivalents. Basic
EPS is  computed  by  dividing  income/loss  (numerator)  applicable  to  common
stockholders  by the  weighted  average  number  of  common  shares  outstanding
(denominator)  for the period.  Convertible  securities  that could  potentially
dilute  basic  earnings  per  share  in  the  future  are  not  included  in the
computation  of  diluted  EPS  because to do so would be  antidilutive.  All EPS
amounts in these financial statements are basic EPS, as defined by SFAS No. 128,
"Earnings  Per  Share."  All per share and per share  information  are  adjusted
retroactively to reflect stock splits and changes in par value.





                                       7
<PAGE>
<TABLE>
<CAPTION>

NOTE 5:  COMMITMENTS AND CONTINGENCIES

Purchase Option Agreement


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


On April 18, 2005, the Company  entered into a promissory  note for $150,000 due
and  payable  to AN for  unpaid  royalties  due under a  Distribution  Agreement
between AN and WCI dated July 28, 2004. The note, plus interest at 10% per annum
from  September 30, 2004 ($8,754) was due in full on April 29, 2005. The Company
was unable to pay the note and is currently in default on the Agreement, thereby
losing  its  exclusive  option to  distribute  the  product  under the  original
Distribution Agreement. The Company is currently in negotiations to re-structure
the  deal  as it has  determined  it  cannot  meet  the  original  terms  of the
agreement. There is no assurance reasonable terms can be reached.



NOTE 6: RELATED PARTY TRANSACTIONS

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

Funds are advanced  from various  entities  controlled  by the president of this
Company, and other majority shareholders,  as necessary, to meet working capital
requirements.  The advances  bear  interest at 10% per annum,  are unsecured and
repayable  on demand.  Accrued  interest  due to related  parties was $24,078 at
September 30, 2005.

Due to related parties at September 30, 2005 represents the following:

           Related party                     Nature of relationship         Description of transaction  Amounts due to
                                                                                                        related parties
------------------------------------- ------------------------------------- --------------------------- ---------------
<S>                                   <C>                                   <C>                         <C>
HEB, LLC, a Nevada Limited            Scott Haire, Chairman President,      Series of funds advanced
Liability Company                     CEO and CFO of this company,          for working capital
                                      controls both entities financing      purposes                    $       232,894
                                      and operating decisions
Araldo Cossutta, an individual        Director and stockholder of  the      Series of funds advanced
                                      Company                               for working capital                 222,000
                                                                            purposes
Richard Dahlson, an individual        Director and stockholder of the       Series of funds advanced
                                      Company                               for working capital                  15,000
                                                                            purposes
eAppliance Payment Solutions,         Controlling owners in eAppliance      Series of funds advanced
LLC a Nevada Limited Liability        Payment Solutions, LLC are the        for working capital
Company                               President and one director of MB      purposes                              2,410
                                      Software Corporation
                                                                                                        ---------------
                                                                                                        $       472,304
                                                                                                        ===============
</TABLE>



                                       8
<PAGE>

NOTE 7: DISCONTINUED OPERATIONS

The Company  disposed of its  wholly-owned  subsidiary,  MB Holding  Corporation
("MBH") in December  2004.  MBH,  through  its  wholly-owned  subsidiary  Envoii
Healthcare L.L.C., developed a system for transmitting electronic documents in a
secure  environment.  Condensed  results of  operations  6-30-2005  included  in
discontinued operations are as follows:



Revenues                                                           $     39,226
Expenses                                                               (264,450)
                                                                   ------------
Operating loss                                                     $   (225,224)
                                                                   ============






















                                       9
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS/RISK FACTORS

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

Factors that might cause actual  results,  performance or achievements to differ
materially  from those projected or implied in such  forward-looking  statements
include,  among  other  things:  (i) the impact of  competitive  products;  (ii)
changes in law and  regulations;  (iii) adequacy and  availability  of insurance
coverage;  (iv)  limitations on future  financing;  (v) increases in the cost of
borrowings  and  unavailability  of debt or equity  capital;  (vi) the effect of
adverse publicity regarding our products;  (vii) the inability of the Company to
gain and/or hold market share;  (viii)  exposure to and expense of resolving and
defending  product   liability  claims  and  other  litigation;   (ix)  consumer
acceptance of the Company's products;  (x) managing and maintaining growth; (xi)
customer  demands;  (xii) market and industry  conditions  including pricing and
demand for products,  (xiii) the success of product  development and new product
introductions  into the  marketplace;  (xiv) the  departure  of key  members  of
management;  (xv) the ability of the Company to efficiently market its products;
as well as other risks and  uncertainties  that are described  elsewhere in this
report and from time to time in the Company's  filings with the  Securities  and
Exchange Commission.


RISK FACTORS

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

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

We  acquired  Wound Care in August of 2004 and we have only a limited  operating
history with which you can evaluate our current business model and our prospects
and the  historical  financial  data may be of limited value in  evaluating  our
future revenue and operating expenses.  Further, you may lose your investment if
we are unable to  successfully  market our services and  implement  our business
plan. We have not been profitable to date.  Even if we become  profitable in the
future,  we cannot  accurately  predict  the level of, or our ability to sustain
profitability.  Because we have not yet been  profitable  and cannot predict any
level of  future  profitability,  you bear the risk of a  complete  loss of your
investment in the event our business plan is unsuccessful.



                                       10
<PAGE>

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

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

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

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


OVERVIEW

The  Company  currently  has limited  business  operations,  maintaining  leased
offices in Arlington,  Texas, and Fort Lauderdale  Florida.  Business activities
currently  include  sales and  marketing  activities  of our wound care products
through   certain   exclusive   and   nonexclusive    distribution   rights   of
CellerateRX(TM)  products.  The product is a  collagen-based  wound care product
line based upon a patented molecular form of collagen. Wound Care's distribution
rights  for these  products  are  exclusive  in the  domestic  medical,  retail,
government  and first aid human use wound  care  markets,  as well as in several
international  markets.  Our  products  are FDA  cleared for  marketing  for the
following indications: pressure ulcers, diabetic ulcers, surgical wounds, ulcers
due to arterial  insufficiency,  traumatic wounds, 1st and 2nd degree burns, and
superficial  wounds.  We believe that our  products  are unique in  composition,
applicability, clinical performance, and demonstrate the ability to reduce costs
associated with standard wound management.


CRITICAL ACCOUNTING POLICIES

Our discussion and analysis is based upon our consolidated financial statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires us to make estimates and judgments that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and  liabilities.  On an  on-going  basis,  we  evaluate  our  estimates,
including those related to bad debts,  inventories,  intangible  assets,  income
taxes and contingencies.  We base our estimates on historical  experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

An  accounting  policy is deemed to be critical  if it  requires  an  accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made,  and if different  estimates  that  reasonably
could have been used or changes in the  accounting  estimate that are reasonably
likely to occur could materially change the financial statements.

We  believe  the  following  critical   accounting  policies  reflect  our  more
significant   estimates  and   assumptions   used  in  the  preparation  of  our
consolidated financial statements;  however, management does not consider any of
the estimates and assumptions to be highly uncertain.

Allowance for Doubtful Accounts

We evaluate the  collectibility  of our trade receivables based on a combination
of factors. We regularly analyze our significant customer accounts, and, when we
become  aware  of  a  specific  customer's   inability  to  meet  its  financial
obligations  to us,  we record a  specific  reserve  for bad debt to reduce  the
related  receivable  to the amount we  reasonably  believe is  collectible.  The



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<PAGE>

allowances  are  calculated  based on  detailed  review  of  certain  individual
customer  accounts.  If  the  financial  condition  of  our  customers  were  to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional   allowances  may  be  required.  In  the  event  that  our  accounts
receivables  become  uncollectible,  we would be  forced  to  record  additional
adjustments to receivables to reflect the amounts at net realizable  value.  The
accounting  effect of this entry would be a charge to income,  thereby  reducing
our net earnings.  Although we consider the likelihood of this  occurrence to be
remote based on past history and the current status of our accounts,  there is a
possibility of this occurrence.  There is no allowance for doubtful  accounts at
September 30, 2005 as we deem all of our accounts receivable collectible.

Inventory

Our inventory  purchases and commitments are made in order to build inventory to
meet future shipment  schedules based on estimated  demand for our products.  We
perform a detailed  assessment  of inventory for each period,  which  includes a
review of,  among other  factors,  demand  requirements,  product life cycle and
development  plans,  component cost trends,  product pricing and quality issues.
Based  on  this  analysis,  we  record  adjustments  to  inventory  for  excess,
obsolescence  or  impairment,  when  appropriate,  to reflect  inventory  at net
realizable  value.  Revisions to our  inventory  adjustments  may be required if
actual demand, component costs or product life cycles differ from our estimates.
In the event we were unable to sell our  products,  the demand for our  products
diminished,  other  competitors  offered similar or better products,  and/or the
product life cycles  deteriorated  causing quality issues, we would be forced to
record an  adjustment to inventory for  impairment  or  obsolescence  to reflect
inventory at net realizable value. The effect of this entry would be a charge to
income,  thereby reducing our net earnings.  Although we consider the likelihood
of this occurrence to be remote based on our forecasted demand for our products,
there is a possibility of this occurrence

Income Taxes

SFAS 109,  Accounting  for Income Taxes,  establishes  financial  accounting and
reporting standards for the effect of income taxes. The objectives of accounting
for income taxes are to recognize the amount of taxes payable or refundable  for
the current  year and  deferred  tax  liabilities  and assets for the future tax
consequences  of events  that  have been  recognized  in an  entity's  financial
statements  or tax  returns.  Judgment is required in  assessing  the future tax
consequences of events that have been recognized in our financial  statements or
tax returns.  Variations in the actual outcome of these future tax  consequences
could materially impact our financial position or our results of operations.

Contingencies

The outcomes of potential  legal  proceedings  and claims brought against us are
subject  to  significant  uncertainty.  SFAS 5,  Accounting  for  Contingencies,
requires  that  an  estimated  loss  from a loss  contingency  such  as a  legal
proceeding  or claim  should be accrued by a charge to income if it is  probable
that an asset has been  impaired or a liability has been incurred and the amount
of the loss can be reasonably estimated. Disclosure of a contingency is required
if there is at least a reasonable  possibility that a loss has been incurred. In
determining  whether a loss should be accrued we evaluate,  among other factors,
the degree of probability  of an  unfavorable  outcome and the ability to make a
reasonable  estimate  of the  amount of loss.  Changes  in these  factors  could
materially impact our financial position or our results of operations.


RESULTS OF OPERATIONS

Three And Nine Months Ended September 30, 2005 Compared To September 30, 2004
-----------------------------------------------------------------------------

Revenues,  Cost of Sales and Gross  Margin.  The Company  generated  revenues of
approximately  $59,119  and  $158,435.  for the  three  and  nine  months  ended
September 30, 2005, through its wholly-owned  subsidiary Wound Care Innovations,
LLC,  ("WCI"),  which it acquired in August  2004.  Costs of sales  approximated



                                       12
<PAGE>

$39,285 and  $115,609,  for the three and nine months ended  September 30, 2005,
and revenues of approximately $45,122 and $121,304 for the three and nine months
ended September 30, 2004.  Overall,  we have experienced  relatively slow growth
and during our early years of operation.

Selling, general and administrative expenses ("SGA"). SGA for the three and nine
months  ended   September   30,  2005,   approximated   $130,094  and  $421,744,
respectively,  compared to $838,211 and $1,463,852,  respectively,  for the same
periods  in 2004.  Major  contributors  to SGA  expenses  are wages,  rent,  and
professional fees incurred in connection with our SEC reporting requirements.

Royalties Expense and related option fees

The  Company  incurs  royalty  fees based on a  percentage  of sales and fees to
maintain its exclusive  option to its wound care product.  The significant  fees
incurred were $225,000 representing $150,000 due under the option agreement with
AN and  $75,000  paid as an  option  fee to  maintain  the  exclusive  right  to
distribute the product.

Discontinued Operations. The Company disposed of its wholly-owned subsidiary, MB
Holding  Corporation  ("MBH") in December 2004.  MBH,  through its  wholly-owned
subsidiary  Envoii  Healthcare  L.L.C.,  developed  a  system  for  transmitting
electronic   documents  in  a  secure  environment.   Included  in  discontinued
operations for the three and nine months ended  September 30, 2004 were revenues
of $39,226 and expenses of $264,450 and $56,592, respectively.


LIQUIDITY AND CAPITAL RESOURCES

The Company currently has limited resources to maintain its current  operations,
secure more inventory, and meet its contractual obligations.  Additional capital
must be raised immediately through equity or debt offerings. If we are unable to
obtain  additional  capital,  we will be unable to  operate  our  business.  The
Company has  continuously  incurred losses from operations and has a significant
accumulated  deficit.  The  appropriateness  of using the going concern basis is
dependent upon the Company's  ability to obtain  additional  financing or equity
capital and,  ultimately,  to achieve  profitable  operations.  These conditions
raise  substantial  doubt about its ability to continue as a going concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

The  Company  also has  insignificant  revenues  and a  negative  cash flow from
operating activities. The Company currently relies on income from operations and
its majority  shareholders  to fund operating  expenses as necessary.  It is the
Company's  belief that it will  continue  to incur  losses for at least the next
twelve months, and as a result will require additional funds from debt or equity
investments to meet such needs. To meet these objectives, management's plans are
to (i) raise capital by obtaining  financing from debt financing and / or equity
financing  through  private  placement  efforts,  (ii)  issue  common  stock for
services  rendered  in  lieu  of cash  payments  and  (iii)  obtain  loans  from
shareholders as necessary.

Without   realization  of  additional  capital  or  significant   revenues  from
operations, it would be unlikely for the Company to continue as a going concern.
The  Company   anticipates  that  its  majority   shareholders  will  contribute
sufficient  funds to satisfy  the cash needs of the  Company for the next twelve
months.  However,  there can be no assurances to that effect, as the Company has
minimal  revenues and the Company's need for capital may change  dramatically if
it is successful in expanding its current  business or acquiring a new business.
If the Company cannot obtain needed funds,  it may be forced to curtail or cease
its activities. Our future funding requirements will depend on numerous factors,
some of which are  beyond the  Company's  control.  These  factors  include  our
ability to operate profitably,  recruit and train management and personnel,  and
to compete with other, better-capitalized and more established competitors.

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




                                       13
<PAGE>
<TABLE>
<CAPTION>

RELATED PARTY TRANSACTIONS

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

Funds are advanced  from various  entities  controlled  by the president of this
Company, and other majority shareholders,  as necessary, to meet working capital
requirements.  The advances  bear  interest at 10% per annum,  are unsecured and
repayable  on demand.  Accrued  interest  due to related  parties was $24,078 at
September 30, 2005.

Due to related parties at September 30, 2005 represents the following:

Due to related parties at September 30, 2005 represents the following:

           Related party                     Nature of relationship         Description of transaction  Amounts due to
                                                                                                        related parties
------------------------------------- ------------------------------------- --------------------------- ---------------
<S>                                   <C>                                   <C>                         <C>
HEB, LLC, a Nevada Limited            Scott Haire, Chairman President,      Series of funds advanced
Liability Company                     CEO and CFO of this company,          for working capital
                                      controls both entities financing      purposes                    $       232,894
                                      and operating decisions
Araldo Cossutta, an individual        Director and stockholder of  the      Series of funds advanced
                                      Company                               for working capital                 222,000
                                                                            purposes
Richard Dahlson, an individual        Director and stockholder of the       Series of funds advanced
                                      Company                               for working capital                  15,000
                                                                            purposes
eAppliance Payment Solutions,         Controlling owners in eAppliance      Series of funds advanced
LLC a Nevada Limited Liability        Payment Solutions, LLC are the        for working capital
Company                               President and one director of MB      purposes                              2,410
                                      Software Corporation
                                                                                                        ---------------
                                                                                                        $       472,304
                                                                                                        ===============
</TABLE>


PLAN OF OPERATION

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

The Company  does not  presently  generate  profits  and  expends  approximately
$59,000 to $65,000 per month for working capital and general corporate purposes,
including any marketing expenses.

The Company is in default with Applied Nutritionals,  LLC on the contract signed
July 28, 2004. We are currently in negotiations with Applied  Nutritionals,  LLC
on the default and  continue to sell the  product.  The Company has no assurance
that contract can be re-negotiated at this time.

Products

CellerateRX  Gel and Powder are our two primary  products  for the  professional
healthcare  market.  Both products contain the patented form of collagen and can
be used on a variety of wounds,  wound states,  and phases.  We believe that the


                                       14
<PAGE>

spectrum  of use  of our  products  allows  us to  market  to a  wide  range  of
customers,  and  enables  us to pursue  relationships  with  compatible  product
companies for potential joint marketing activities. Our products are sold in gel
and  powder  form in a  variety  of  configurations.  Both  products  are  sold,
physician ordered, and reimbursed (when applicable) by the gram.

Marketing, Sales, and Distribution

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

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

R & D

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

Clinical Studies

We begin  clinical  studies  during the second  quarter of 2005, no  quantifying
benefits of  Celebrate  RX have been  published  as of this date but the company
will  continue  to conduct  theses  studies  will  published  the  results  upon
completion of the studies.

ITEM 3.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  the Company  carried out an
evaluation of the  effectiveness  of the design and operation of its  disclosure
controls  and  procedures  pursuant  to  the  Exchange  Act  Rule  13a-14.  This
evaluation  was done under the  supervision  and with the  participation  of the
Company's Chief  Executive  Officer and Chief  Financial  Officer,  Scott Haire.
Based upon that  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer has concluded that the Company's  disclosure controls and procedures are
effective  to ensure  that  information  required to be  disclosed  by us in the
reports that we file under the Exchange Act is accumulated  and  communicated to
management,  including the Chief Executive Officer and Chief Financial  Officer,
as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company's internal controls or in the other factors
that could  affect  those  controls  since the most  recent  evaluation  of such
controls.


PART II  - OTHER INFORMATION

ITEM 1. Legal Proceedings - None

ITEM 2. Changes in Securities and Use of Proceeds - None

ITEM 3. Defaults Upon Senior Securities - None

ITEM 4. Submission of Matters to a Vote of Security Holders - None




                                       15
<PAGE>

ITEM 5. Other Information - None

ITEM 6. Exhibits

(a) Exhibits

31       Certification pursuant to Rule 13a-14(a)/15d-14(a)
32       Certification of Principal  Executive  Officer and Principal  Financial
         Officer  in  accordance  with 18 U.S.C.  Section  1350,  as  adopted by
         Section 906 of the Sarbanes-Oxley Act of 2002

                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                          MB SOFTWARE CORPORATION



Date: December 20, 2005                    /s/ Scott A. Haire
                                          --------------------------------------
                                          Scott A. Haire, Chairman of the Board,
                                          Chief Executive Officer and President
                                          (Principal Financial Officer)




















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