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, 2004

       [ ] 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,  2004,  14,395,113  of the Issuer's  $.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, 2004

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements .................................................3

Consolidated Balance Sheet (Unaudited).........................................3

Consolidated Statements of Operations (Unaudited)..............................4

Consolidated Statements of Cash Flows (Unaudited)..............................5

Notes to Condensed Consolidated Financial Statements...........................6

Item 2 - Management Discussion and Analysis or Plan of Operation ..............9

Item 3 - Controls and Procedures .............................................12

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.....................................................12
ITEM 2. Changes in Securities and Use of Proceeds.............................12
ITEM 3. Defaults Upon Senior Securities.......................................12
ITEM 4. Submission of Matters to a Vote of Security Holders...................12
ITEM 5. Other Information.....................................................12
ITEM 6. Exhibits and Reports on Form 8-K......................................12

SIGNATURES ...................................................................13


















                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

In the opinion of management,  the accompanying  unaudited financial  statements
included in this Form 10-QSB reflect all adjustments  (consisting only of normal
recurring  accruals)  necessary  for a  fair  presentation  of  the  results  of
operations for the periods presented.  The results of operations for the periods
presented are not  necessarily  indicative of the results to be expected for the
full year.

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                         SEPTEMBER 30, 2004 (Unaudited)

ASSETS
Current Assets
   Accounts receivable                                             $     30,376
   Inventory                                                            104,746
   Prepaid expenses                                                      69,200
   Due from related parties                                             291,270
                                                                   ------------
Total current assets                                                    495,592

Property and equipment, net                                              40,653

 Software license, net                                                  103,333
                                                                   ------------

Total Assets                                                       $    639,578
                                                                   ============

LIABILITIES AND STOCKHOLDERS DEFICIENCY
Current Liabilities
   Cash overdraft                                                  $     11,141
   Notes payable - unrelated party                                      527,500
   Accounts payable and accrued liabilities                             156,702
   Accrued interest                                                      61,704
                                                                   ------------
Total current liabilities                                               757,047
                                                                   ------------

Shareholders' 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 - 14,395,113                              14,395
    Additional paid-in capital                                       15,024,425
    Accumulated deficit                                             (15,144,250)
                                                                   ------------
                                                                       (105,430)
    Less, treasury stock, at cost - 4,089 shares                        (12,039)
                                                                   ------------
Total shareholders' deficiency                                         (117,469)
                                                                   ------------
Total Liabilities and Shareholders' Deficiency                     $    639,578
                                                                   ============

See notes to condensed consolidated financial statements.



                                       3
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                  Three Months Ended            Nine Months Ended
                                                    September 30,                 September 30,
                                                 2004           2003           2004           2003
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>
Revenues                                     $    32,233    $      --      $    71,458    $      --
Cost of revenues                                  23,350           --           23,350           --
                                             -----------    -----------    -----------    -----------
Gross margin                                       8,883           --           48,108           --

Operating Expenses
   Selling, general and administrative           130,022        119,807        338,199        296,267
   Depreciation and amortization                   6,528          5,000         16,528         15,000
   Impairment loss                             5,758,561           --        5,758,561           --
                                             -----------    -----------    -----------    -----------
Total operating expenses                       5,895,111        124,807      6,113,288        311,267
                                             -----------    -----------    -----------    -----------

Operating loss                                (5,886,228)      (124,807)    (6,065,180)      (311,267)
                                             -----------    -----------    -----------    -----------

Other Expense
   Interest expense                                5,207           --           30,000           --
                                             -----------    -----------    -----------    -----------

Net loss before income taxes                  (5,891,435)      (124,807)    (6,095,180)      (311,267)
                                             -----------    -----------    -----------    -----------

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

Net loss                                     $(5,891,435)   $  (124,807)   $(6,095,180)   $  (311,267)
                                             ===========    ===========    ===========    ===========

Basic and diluted per common share           $     (0.61)   $     (0.15)   $     (0.85)   $     (0.38)
                                             ===========    ===========    ===========    ===========

Weighted average common shares outstanding     9,736,253        822,810      7,136,813        822,810
                                             ===========    ===========    ===========    ===========
</TABLE>




See notes to condensed consolidated financial statements.







                                       4
<PAGE>
<TABLE>
<CAPTION>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                                     Nine Months Ended
                                                                                       September 30,

                                                                                    2004           2003
                                                                                -----------    -----------
<S>                                                                             <C>            <C>
Cash flows from operating activities
   Net loss                                                                     $(6,095,180)   $  (311,267)
   Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation and amortization                                                   16,528         15,000
     Impairment loss                                                              5,758,561           --
   Changes in assets and liabilities
     (Increase) decrease in accounts receivable                                     (21,153)
     (Increase) decrease in inventory                                               (61,790)          --
     (Increase) decrease in prepaid expenses                                         33,906           --
     Increase (decrease) in accounts payable and accrued liabilities                 56,878          5,846
     Increase (decrease) in accrued interest                                         16,550           --
                                                                                -----------    -----------
Net cash flows used in operating activities                                        (295,700)      (290,421)

Cash flows from investing activities
       Cash acquired in WCI acquisition                                              16,048
       Capital expenditures                                                         (34,054)          --
       Payment for software license                                                 (50,000)          --
                                                                                -----------    -----------
Net cash flows used in investing activities                                         (68,006)          --

Cash flows from financing activities
       Cash overdraft                                                                11,141          9,418
       Proceeds from unrelated party notes payable                                   70,000        652,500
       Net change in due from related parties                                       282,180       (371,648)
                                                                                -----------    -----------
Net cash flows provided by financing activities                                     363,321        290,270
                                                                                -----------    -----------

Increase (decrease) in cash and cash equivalents                                       (385)          (151)

Cash and cash equivalents, beginning of period                                          385            151
                                                                                -----------    -----------

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

Cash paid for interest:                                                         $    13,354           --
                                                                                ===========    ===========
Cash paid for income taxes:                                                            --             --

Supplemental noncash investing and financing activities:
  Common stock issued for acquisition of WCI                                    $ 4,200,000           --
                                                                                ===========    ===========
  Common stock issued in exchange for WCI debt                                  $ 1,800,612           --
                                                                                ===========    ===========
</TABLE>


See notes to condensed consolidated financial statements.




                                       5
<PAGE>

                    MB SOFTWARE CORPORATION AND SUBSIDIARIES
                       QUARTER ENDED - SEPTEMBER 30, 2004
                          NOTES TO 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.  However,  except as  disclosed,
there has been no material change in the  information  disclosed in the notes to
consolidated  financial  statements included in the Annual Report on Form 10-KSB
of MB Software  Corporation  (the Company) for the year ended December 31, 2003,
as amended. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included  in the  operating  results for the three and nine month  period  ended
September 30, 2004, and are not  necessarily  indicative of the results that may
be expected for the year ending December 31, 2004.

The Company's financial  statements include the combined statements of financial
position,  results of  operations  and cash flows for the  entities  merged as a
result of certain merger  agreements  completed during 2003. The Company remains
as the reporting  entity and its balance sheet and other  financial  information
have been  updated  as of the  beginning  of the period as though the assets and
liabilities  had  been  transferred  at  that  date.  Financial  statements  and
financial  information  presented  for the prior  period  have been  restated to
furnish comparative  information.  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.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

It is the  Company's  belief that it will  continue to incur 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,  (iii) convert substantially all
of its notes  payable to equity,  and (iv)  obtain  loans from  shareholders  as
necessary.  Without  realization of additional capital, it would be unlikely for
the Company to continue as a going  concern.  The Company  anticipates  that its
shareholders  will contribute  sufficient funds to satisfy the cash needs of the
Company for the next twelve months.  However, there can be no assurances to that
effect,  as the Company has no 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:  SIGNIFICANT ACCOUNTING POLICIES

Revenue  recognition - Revenue is recognized when all of the following  criteria
are met: (i)  persuasive  evidence of an arrangement  exists,  (ii) delivery has
occurred  or  services  have  been  rendered,   (iii)  the  price  is  fixed  or
determinable and (iv) collectibility is reasonably assured. Delivery occurs when
the  customer  has taken title and assumed the risks and rewards of ownership of
products and revenue is recognized  when the customer  accepts the delivery of a
product or performance of a service.

Accounts  receivable and allowance for doubtful  accounts - The Company presents
accounts receivable, net of allowances for doubtful accounts. The allowances are
calculated  based on detailed review of certain  individual  customer  accounts,
historical rates and an estimation of the overall economic conditions  affecting
the Company's customer base. If the financial condition of its customers were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional  allowances  may be  required.  There is no  allowance  for  doubtful
accounts at September 30, 2004.

Inventories - Inventories  representing powders and gels are stated at the lower
of cost and net realizable value, on a first-in  first-out basis. Cost comprises
all costs of purchases and other costs  incurred in bringing the  inventories to
their present  location and  condition.  Net  realizable  value  represents  the
estimated  selling  price in the ordinary  course of business less the estimated
costs necessary to make the sale.



                                       6
<PAGE>

NOTE 4: NOTES PAYABLE

Notes payable consists of the following:

        Convertible promissory note payable        [1]     $200,000
        Convertible promissory note payable        [2]      100,000
        Convertible promissory notes payable       [3]      157,500
        Convertible promissory notes payable       [4]       70,000
                                                           --------
                                                           $527,500
                                                           ========


[1]  Convertible  promissory note payable  represents one note with  outstanding
principal  convertible  (in  denominations  of  $10,000  or  integral  multiples
thereof) into shares of the Company's  common stock at the  conversion  price of
$1.00 per share;  maturity  date is December 26, 2003;  interest rate is 10% per
annum or in the event of default  15% per annum;  personally  guaranteed  by the
Company's president.

[2]  Convertible  promissory note payable  represents one note with  outstanding
principal  convertible  into  shares  of  the  Company's  common  stock  at  the
conversion  price of $0.50 per share  equal to the total value of the note after
the  first  quarterly  interest  payment,  which is due on  February  28,  2004;
maturity date is also February 28, 2004; interest rate is 10% per annum.

[3] Convertible promissory notes payable represents five different notes bearing
interest  at 10%  per  annum  and  originally  convertible  into  shares  of the
Company's  common stock at the conversion price of $0.50 to $1.00 per share; the
notes mature at various dates through August 28, 2003.

[4]  Convertible  promissory  notes payable  represents  seven  different  notes
bearing  interest at 10% per annum and convertible  into shares of the Company's
common  stock at the  conversion  price of $1.00 per share;  the notes mature at
various dates through September 30, 2004.

Accrued  interest on the above notes at  September  30,  2004 was  $61,704.  The
entire balance of notes payable  outstanding is currently in default,  including
accrued interest.

NOTE 5: RELATED PARTY TRANSACTIONS

Amounts  due from  related  parties at  September  30,  2004  totaling  $291,270
consists of:

(1)  $195,870 of funds  advanced,  as  necessary,  from various  other  entities
controlled  by the  president of this Company and (2) $95,400  representing  the
balance  due  from an  entity  controlled  by the  Company's  President  for the
purchase of certain assets  pursuant to an Asset Purchase  Agreement  dated July
24, 2003 between Envoii Healthcare, L.L.C. and Envoii Technologies, L.L.C., both
related parties.  The amounts due are interest-free,  unsecured and repayable on
demand.

NOTE 6: EARNINGS PER SHARE

Basic earnings per share ("EPS") are calculated  using net earnings  (numerator)
divided  by the  weighted-average  number  of shares  outstanding  (denominator)
during the reporting period. All per share amounts in these financial statements
are  basic  earnings  or loss  per  share.  Convertible  securities  that  could
potentially  dilute  basic  earnings  or loss per  share in the  future  are not
included in the computation of diluted  earnings or loss per share because to do
so would be antidilutive.  All per share and per share  information are adjusted
retroactively to reflect stock splits and changes in par value.

NOTE 7: MERGER AGREEMENT

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.

The details of the agreement are as follows:

WCI had entered into a Distribution  Agreement  dated July 28, 2004  ("effective
date of agreement"),  with Applied  Nutritionals,  LLC, ("AN") for the exclusive
rights to market,  sell and  distribute  wound  products  that  contan a certain
tissue  adhesive  that  AN had  obtained  the  rights  to via  U.S.  Patent  No.
6,136,341.  The patent is for a tissue adhesive hydrolysate which promotes wound
healing containing hydrolyzed Type I collagen. To maintain the exclusive rights,



                                       7
<PAGE>

WCI agreed to pay AN the following  royalty:  contract year 1-$90,000;  contract
year  2-$291,000,  and contract  year  3-$522,000.  Additionally,  WCI agreed to
purchase from AN a minimum  dollar amount of products as follows:  contract year
1-$350,000; contract year 2-$727,500; and contract year 3-$1,305,000.  Within 45
days prior to  expiration of the first 3 years  following the effective  date of
the  agreement,  and  prior  to the  expiration  of each  year  during  the term
thereafter,  WCI and AN  agreed to  negotiate  in good  faith a  minimum  annual
royalty and minimum annual  purchases for the ensuing year,  which shall be 115%
of the prior year's royalty and purchases, respectively. If WCI fails to pay the
royalties  or make the  purchases,  AN may  terminate  the  agreement by written
notice to WCI and the WCI's rights convert to a non-exclusive basis.

All royalties are due and payable on a calendar quarterly basis on or before the
30th day of the month immediately  following the calendar quarter in which gross
receipts are received.  The first royalty report is due on or before January 30,
2005 for the period  beginning on the effective date of the agreement and ending
on December 31,  2004.  As of  September  30,  2004,  WCI has paid $69,200 as an
advance  against  the  royalties  to be paid.  AN also  granted WCI an option to
acquire all of AN's  rights,  title and  interest in and to the patent,  and all
processes  and other  know-how  related to the products  and their  manufacture,
solely with respect to the patent, exercisable at any time during the first five
years of the term of the agreement.

The  consideration  paid by the Company for WCI  consisted  of an  aggregate  of
6,000,000  restricted  shares of the  Company's  common  stock.  The shares were
issued to H.E.B.,  L.L.C.  ("HEB") and Mr. Araldo  Cossutta,  the sole owners of
WCI. The Company's  Chairman of the Board, Chief Executive Officer and President
is the majority owner and managing  member of HEB. Mr. Cossutta is also a member
of the Company's Board of Directors. In connection with the acquisition, HEB and
Mr.  Cossutta agreed to convert an aggregate of $1,800,612 of WCI debt and other
WCI  obligations  owed to HEB and Mr.  Cossutta  into an  aggregate of 2,572,303
additional restricted shares of the Company's common stock.

WCI's financial information is incorporated into the consolidation of the
Company from the effective date of the merger, which was August 20, 2004. The
value assigned to assets and liabilities acquired can be summarized as follows:

Cash                                $    16,048
Accounts receivable                       9,223
Prepaid expenses                        103,106
Inventory                                42,956
Due from related parties                105,690
Fixed assets                              8,128
Goodwill                              5,758,561
Accounts payable                        (43,100)
Loans payable converted              (1,800,612)
                                    -----------
Fair value of net assets acquired   $ 4,200,000
                                    ===========

The following  unaudited pro forma  information is based on the assumption  that
the acquisition  took place as of the beginning of the period (January 1, 2004),
with comparative  information for the immediately preceding period as though the
acquisition  had been  completed  at the  beginning  of that period  (January 1,
2003).  WCI was not formed until August 21, 2003 and  therefore,  its operations
are for a short period in 2003:

                                      2004         2003
                                   ----------   ----------
Net sales                          $  160,529   $   21,642

Net loss                           $7,480,675   $  461,084

Basic and diluted loss per share   $     1.05   $     0.56




                                       8
<PAGE>

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

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-lookinZg  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 from time to time in
the Company's filings with the Securities and Exchange Commission.


Plan of Operation
-----------------

The Company currently has two primary lines of business, operated through two of
its  wholly  owned  subsidiaries,  Veriscrip  and Wound  Care  Innovations,  LLC
("WCI").  Wound Care  Innovations,  was  acquired in August of 2004,  and is the
exclusive  distributor for two advanced,  collagen-based wound care products for
the United States and many international markets. WCI's products, like Veriscrip
provide  solutions  to meet  emerging  market  needs,  and deliver  high quality
solutions that can provide the healthcare and insurance  industries  with strong
savings.

Veriscrip  currently  operates the pilot project for real time prescription drug
monitoring in the  Commonwealth of Kentucky,  and anticipates  completion by the
end of January 2005. The pilot has involved multiple physician/clinic  locations
and  pharmacies,  and has  demonstrated  Veriscrip's  real time  prescribing and
prescription  tracking  capabilities,  implemented  per the terms of the  pilot.
Management  expects that the University of Louisville,  sanctioned to provide an
evaluation of the pilot,  to complete  their report during  January 2005. In the
meantime,  the  Company  continues  to  operate  the pilot and  pursue  business
development  activities in several other states. Because of the capital required
for  expanding  business  development   activities,   and  the  development  and
implementation  of additional  pilot  programs,  Management  has been pursuing a
number of  capitalization  strategies  for  Veriscrip.  Veriscrip  will  require
significant outside funding to complete its business plan.

Wound Care Innovations, LLC, based in Fort Lauderdale,  secured exclusive rights
to  CellerateRX  Gel and  Powder,  and the  rights to  purchase  the  patent and
intellectual  product related to the activated collagen found in these products.
Since July of 2004, WCI has focused on preparing,  packaging,  and pre-marketing
CellerateRX  gel and powder,  since these  products  had  formerly  been sold in
limited quantities in the market. WCI has secured an extensive base of customers
in the South Florida market in its pre-market activities.

The  patented,  FDA cleared  CellerateRX  products  are highly  effective in the
treatment  of a variety  of wound  types,  and have been  well  received  in the
market.  Collagen has long been  considered a favorable tool in the art of wound
care, but has always been regarded as a relatively  "inert" substance because of
the time  interval  required for the body to breakdown or degrade  native intact
collagen molecules.  CellerateRX, however, utilizes a patented form of activated
collagen,  which  averages  1/100th  of the  collagen  molecules  found in other
products. This activated collagen is sized for immediate use by the body.

WCI maintains its primary business office in Fort Lauderdale, with its inventory
storage and fulfillment  activities being carried out by Diamond  Packaging,  of
NY. By outsourcing  these  activities,  WCI  anticipates the ability to smoothly
scale  to meet  larger  customers  in 2005.  Although  WCI  sells  to  customers
throughout the United States, its direct sales activities have focused primarily
on the Florida market. The fourth quarter of 2004 will be key for the finalizing
new packaging, new product configurations, and materials required for aggressive
2005 sales and marketing activities.



                                       9
<PAGE>

OVERVIEW
--------

The Company currently business activities currently focus on the following:

(i) Veriscrip  offerings,  which include sales and marketing activities to state
organizations,  and the  implementation  and  management  of the Kentucky  pilot
program.  Veriscrip's services include electronic  prescription writing services
for  physicians  and  other  authorized  prescribers,  delivery  and  management
services of electronic  prescriptions  for pharmacies,  and real time electronic
tracking of prescription writing and fulfillment for regulatory  agencies.  This
set of services  combines  e-prescribing  with the concept of now widely adopted
prescription drug monitoring  programs (PDMP's).  These services are marketed to
state agencies.

During the first and second  quarter of 2004,  the Company  conducted  marketing
activities  within  multiple  states in an effort to generate  awareness  of the
Veriscrip system's features and capabilities,  and begin the sales process.  The
Company  has  closely  monitored  local  and  national  media  sources  covering
prescription drug related issues in several states. Management feels that market
demand is significantly increasing with government initiatives such as President
Bush's appointment of a subcabinet level position of National Health Information
Technology Coordinator (within the Department of Health and Human Services), the
introduction of "The  Prescription  Drug Elimination Act of 2004" (H.R. 3870) to
the House of Representatives,  and President Bush's immediate earmarking of $100
million  for  improving  healthcare  information  systems  as a  first  step  to
committing  that every  American have an electronic  medical  records  within 10
years.  Veriscrip's electronic  prescription services and computerized physician
order entry (CPOE)  capabilities  have the capability to satisfy a number of the
outlined initiatives both at the Federal and State levels.

A number of system enhancements were made to the service offering,  resulting in
more  comprehensive  features being offered to Veriscrip  users,  and more rapid
entry  of   electronic   prescriptions.   In  addition,   through  its  informal
pre-marketing  and  marketing  activities,  and its pilot  program,  the Company
continues  to refine  its  strategy  to secure a strong  position  in the online
healthcare  transactions  market.  Management  has drafted its  strategy  into a
formal  business  plan and has  approached a number of funding  sources with the
intention of raising  external  funds to support its  strategy.  Pursuant to its
strategy and existing  contractual  obligations,  the Company completed phases I
and II of its pilot project with the  Commonwealth  of Kentucky,  and expects to
complete  phase III in the third  quarter of 2004.  The  Company  has also begun
working with the  University of Louisville to evaluate the overall  project,  as
stipulated  by the terms of its  contract.  The  defined  pilot  phases  require
assessment,  design, and implementation of electronic  prescription  writing and
tracking services within several locations in Eastern Kentucky.  These locations
include  physician  clinics,  where  physicians  and  authorized  staff  utilize
Veriscrip  to  electronically  prescribe  and  transmit  prescription  orders to
pharmacies  participating  in the pilot.  The  Company  expects  Phase III to be
complete by the end of August 2004.

(ii)  Distribution  of wound  care gel and  powder  products  in the  healthcare
markets, such as hospitals,  long-term care facilities, home healthcare provider
organizations, durable medical equipment suppliers, and physicians/clinics.  The
Company has contracted  with Diamond  Packaging of Rochester,  New York to house
its  inventory  and provide  fulfillment  services.  The Company plans to pursue
multiple  professional  medical provider markets followed by  implementation  of
marketing efforts in the first aid,  government,  and retail markets. The retail
effort is expected to take at least twelve months.

RESULTS OF OPERATIONS
---------------------

Revenues - For the three and nine months ended  September 30, 2004,  the Company
derived revenues from the sale of wound care products of $32,233 and the testing
of Veriscrip offerings of $39,226,  respectively,  totaling $71,458 for the nine
months then ended.

Selling,  general and  administrative  expenses ("SGA") - For the three and nine
months ended September 30, 2004, SGA expenses totaled $130,022 (2003:  $119,807)
and $338,199 (2003:  $296,267),  respectively.  SGA expenses mainly consisted of
(approximations)   contract  labor  ($113,000)   legal  and  professional   fees
($62,000),  and salaries and related  costs  ($93,000) for the nine months ended
September 30, 2004.  For the nine months ended  September 30, 2003, SGA expenses
mainly  consisted of contract  labor  ($128,000),  legal and  professional  fees
($65,000), travel ($29,000) and bankruptcy expense ($40,000).

Impairment  loss - The  Company  recorded  an  impairment  loss to its  goodwill
recognized in connection  with the  acquisition of Wound Care  Innovations,  LLC
during the quarter ended  September 30, 2004. The  impairment  resulted from the
uncertainty of future revenue streams and thus,  management considered the asset
to be impaired.

Net loss - Net loss for the three and nine months ended  September  30, 2004 was
$5,891,435 (2003: $124,807) and $6,095,180 (2003: $311,267), respectively.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Working  capital - We currently have a negative  working  capital of $261,455 at
September  30, 2004.  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.



                                       10
<PAGE>

Cash flows - Net cash flows used in  operating  activities  for the nine  months
ended September 30, 2004 primarily  represented  costs incurred for the purchase
of inventory.  Net cash flows used in investing  activities  for the nine months
ended  September  30, 2004  consisted  of cash outlays for the purchase of fixed
assets  ($34,054),  cash paid for a software license  ($50,000),  offset by cash
acquired in the WCI acquisition ($16,048).  Net cash flows provided by financing
activities for both periods presented  represented proceeds from unrelated party
notes  payable of $70,000  (2003:  $652,500)  and  advances to and from  related
parties  to fund  operations  as  necessary  for  2004  of  $282,180  and  2003:
($371,648).

Concentration  credit  risk  -  Historically,   we  have  relied  on  our  major
shareholder  for funding  operations,  as necessary,  when other  external funds
could not be raised. There is no assurance that the majority shareholder will be
able to continue to fund the company if significant expenditures are incurred.

Future resources - We believe that we can satisfy our cash requirements over the
next twelve  months as follows:  (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, (iii) convert
substantially  all of its notes  payable to equity,  and (iv) obtain  loans from
shareholders as necessary. There is no assurance that such additional funds will
be available for the Company to finance its operations on acceptable  terms,  if
at all. Furthermore,  there is no assurance the net proceeds from any successful
financing  arrangement will be sufficient to cover cash requirements  during the
initial  stages  of  the  Company's  operations  and  once a  suitable  business
opportunity has been acquired.

Future Commitments - The Company,  through its wholly-owned subsidary,  WCI, had
entered into a Distribution  Agreement dated July 28, 2004  ("effective  date of
agreement"), with Applied Nutritionals,  LLC, ("AN") for the exclusive rights to
market, sell and distribute wound products that contan a certain tissue adhesive
that AN had obtained the rights to via U.S. Patent No. 6,136,341.  The patent is
for a tissue  adhesive  hydrolysate  which  promotes  wound  healing  containing
hydrolyzed Type I collagen.  To maintain the exclusive rights, WCI agreed to pay
AN the following royalty: contract year 1-$90,000; contract year 2-$291,000, and
contract year 3-$522,000. Additionally, WCI agreed to purchase from AN a minimum
dollar amount of products as follows:  contract year  1-$350,000;  contract year
2-$727,500;  and contract year 3-$1,305,000.  Within 45 days prior to expiration
of the first 3 years following the effective date of the agreement, and prior to
the  expiration  of each year during the term  thereafter,  WCI and AN agreed to
negotiate in good faith a minimum annual  royalty and minimum  annual  purchases
for the  ensuing  year,  which  shall be 115% of the prior  year's  royalty  and
purchases,  respectively.  If WCI  fails  to  pay  the  royalties  or  make  the
purchases, AN may terminate the agreement by written notice to WCI and the WCI's
rights convert to a non-exclusive basis.

All royalties are due and payable on a calendar quarterly basis on or before the
30th day of the month immediately  following the calendar quarter in which gross
receipts are received.  The first royalt report is due on or before  January 30,
2005 for the period  beginning on the effective  date of the agreement and ended
on December 31,  2004.  As of  September  30,  2004,  WCI has paid $69,200 as an
advance  against  the  royalties  to be paid.  AN also  granted WCI an option to
acquire all of AN's  rights,  title and  interest in and to the patent,  and all
processes  and other  know-how  related to the products  and their  manufacture,
solely with respect to the patent, exercisable at any time during the first five
years of the term of the agreement.

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, depending on the success of
its future operations.

CRITICAL ACCOUNTING POLICIES
----------------------------

Our  discussion  and analysis or plan of operations are based upon our 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  ongoing  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.

We  believe  the  following  critical   accounting  policies  reflect  our  more
significant  estimates and assumptions  used in the preparation of our financial
statements:

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, such as in the case of bankruptcy filings or deterioration in
the customer's  operating  results or financial  position,  we record a specific
reserve  for bad  debt  to  reduce  the  related  receivable  to the  amount  we
reasonably  believe is  collectible.  The  allowances  are  calculated  based on
detailed review of certain individual customer accounts and historical rates. 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 trade receivables  became  uncollectible  after
exhausting  all  available  means of  collection,  we would be  forced to record
additional  adjustments  to receivables to reflect the amounts at net realizable
value.  The effect of this entry would be a charge to income,  thereby  reducing
our net profit.  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.



                                       11
<PAGE>

Inventory

Our inventory  purchases and commitments are made in order to build inventory to
meet future shipment  schedules based on forecasted 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 the demand for our product  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
profit.  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.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

The  Financial  Accounting  Standards  Board  ("FASB")  issued the following new
accounting pronouncements during 2004:

In  November  2004,  the FASB  issued SFAS No.  151,  "Inventory  Costs,"  which
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs,  and wasted material  (spoilage).  This Statement  requires that
those items be recognized as current-period  charges  regardless of whether they
meet the criterion of "so abnormal." In addition,  this Statement  requires that
allocation of fixed production  overheads to the costs of conversion be based on
the normal capacity of the production  facilities.  This Statement is the result
of a broader  effort by the FASB to improve the  comparability  of  cross-border
financial reporting by working with the International Accounting Standards Board
("IASB")  toward  development  of  a  single  set  of  high-quality   accounting
standards.   As  part  of  that  effort,   the  FASB  and  the  IASB  identified
opportunities  to improve  financial  reporting by  eliminating  certain  narrow
differences between their existing accounting standards.  As currently worded in
Accounting  Research Bulletin 43, the term "so abnormal" was not defined and its
application could lead to unnecessary  non-comparability of financial reporting.
This Statement  eliminates that term. This statement does  significantly  affect
the Company.

ITEM 3. CONTROLS AND PROCEDURES

The President,  who is also the chief executive  officer and the chief financial
officer of the  Company,  has  concluded  based on his  evaluation  as of a date
within  90 days  prior  to the  date of the  filing  of this  Report,  that  the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required to be  disclosed  by the  Company in the reports  filed or
submitted  by it under the  Securities  Act of 1934,  as amended,  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms, and include controls and
procedures  designed to ensure that information  required to be disclosed by the
Company in such reports is  accumulated  and  communicated  to the  Registrant's
management,  including the president,  as appropriate to allow timely  decisions
regarding required disclosure.

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


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - NONE

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The  registrant  issued  an  aggregate  of  6,000,000  restricted  shares of the
Company's  common stock pursuant to an Agreement and Plan of Merger dated August
20, 2004 with Wound Care  Innovations,  LLC  ("WCI").  The shares were issued to
H.E.B.,  L.L.C.  ("HEB") and Mr.  Araldo  Cossutta,  the sole owners of WCI. The
Company's  Chairman of the Board,  Chief Executive  Officer and President is the
majority owner and managing  member of HEB. Mr. Cossutta is also a member of the
Company's Board of Directors.  In connection with the  acquisition,  HEB and Mr.
Cossutta  agreed to convert an aggregate of $1,800,612 of WCI debt and other WCI
obligations  owed  to HEB and  Mr.  Cossutta  into  an  aggregate  of  2,572,303
additional restricted shares of the Company's common stock.

The shares of common stock were issued  pursuant to an exemption  (Section 4(2))
from the registration requirements of the Securities Act of 1933, as amended and
are restricted shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

All of the  Company's  promissory  notes  payable  ($527,500)  are  currently in
default, including accrued interest due of $61,704 as of September 30, 2004.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE

ITEM 5. OTHER INFORMATION - NONE

ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



                                       12
<PAGE>

(a) Exhibits

31       Certification  of Chief Executive  Officer and Chief Financial  Officer
         Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32       Certification  of Chief Executive  Officer and Chief Financial  Officer
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K.  The  registrant  filed an 8-K on 8/25/04  under Items
1.01, 2.01, 3.02, and 9.01.




















                                       13
<PAGE>

                                   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 22, 2004                   /s/ Scott A. Haire
                                         --------------------------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (Principal Financial Officer)

















                                       14