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


                                    FORM 10-Q


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

                 For the quarterly period ended: March 31, 2008

       [ ] 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)

                                 777 Main Street
                                   Suite 3100
                             Fort Worth, Texas 76102
                    (Address of principal executive offices)
                                 (817) 820-7080
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (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 [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "accelerated  filer," "large  accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated   Accelerated       Non-accelerated       Smaller reporting
    filer [ ]         filer [ ]         filer [ ]              company  [X]

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

As of April 28, 2008,  17,095,692  shares of the Issuer's $.001 par value common
stock were outstanding.




<PAGE>


                     MB SOFTWARE CORPORATION AND SUBSIDIARY

                                    Form 10-Q

                          Quarter Ended March 31, 2008

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2008 (Unaudited)
           December 31, 2007 (Audited).........................................3

Consolidated Statements of Operations for the three months ended
        March 31, 2008 and 2007 (Unaudited)....................................5

Consolidated Statements of Cash Flows for the three months ended
        March 31, 2008 and 2007 (Unaudited)....................................6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................................9

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..............13

ITEM 4T. CONTROLS AND PROCEDURES..............................................13

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.....................................................13
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds...........13
ITEM 3. Defaults Upon Senior Securities.......................................14
ITEM 4. Submission of Matters to a Vote of Security Holders...................14
ITEM 5. Other Information.....................................................14
ITEM 6. Exhibits..............................................................14

SIGNATURE.....................................................................14












                                       2
<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


--------------------------------------------------------------------------------
                                                             UNAUDITED              AUDITED
ASSETS                                                      March 31, 2008      December 31, 2007
------                                                       ------------         ------------
<S>                                                          <C>                  <C>


CURRENT ASSETS:

Cash                                                         $    406,327         $        781

Accounts Receivable, less doubtful accounts                        28,089               24,668

Notes Receivable - Related Parties                                542,950               81,650

Inventory, less reserve for obsolescence                          248,682              263,276
                                                             ------------         ------------
Total current assets                                            1,226,048              370,375


Property and Equipment, Net                                        22,252               23,335


Other Assets                                                       12,020               12,020
                                                             ------------         ------------


TOTAL ASSETS                                                 $  1,260,320         $    405,730
                                                             ============         ============


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

Accounts payable                                             $     59,295         $    110,107

Accrued liabilities                                               326,649              326,649

Accrued interest-related parties                                  271,345              274,680

Notes payable                                                     710,000               10,000

Note payable -related parties                                     214,380            1,498,074
                                                             ------------         ------------
Total current liabilities                                       1,581,669            2,219,510



Long Term Liabilities                                                --                   --

                                                             ------------         ------------
TOTAL LIABILITIES                                               1,581,669            2,219,510


Stockholders' Deficiency
      Preferred stock, $10 par value, 5,000,000
shares  authorized;  1,490.196 issued and
outstanding as of March 31, 2008 and 1,000
outstanding as of December 31, 2007                                14,902               10,000



                                       3
<PAGE>


      Common stock:  $0.001 par value;
20,000,000 shares authorized;

    17,099,781 issued and 17,095,692 outstanding
    as of March 31, 2008 and 16,145,432 issued
    and 16,141,343 outstanding as of December 31,
    2007                                                           17,099               16,145
    Additional paid-in capital
                                                               13,011,304           11,171,496
Treasury Stock
                                                                  (12,039)             (12,039)
Accumulated deficit
                                                              (13,352,615)         (12,999,382)
                                                             ------------         ------------

Total stockholders deficiency                                    (321,349)          (1,813,780)
                                                             ------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS'                          $  1,260,320         $    405,730
DEFICIENCY                                                   ============         ============




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


























                                       4
<PAGE>





                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31:

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

REVENUES:                                                  2008            2007
                                                       ------------    ------------

Total Revenue                                          $     63,270    $     83,941

COST OF SALES:                                              148,236          26,999
                                                       ------------    ------------

Gross Profit/(Loss)                                         (84,966)         56,942

GENERAL AND ADMINISTRATIVE EXPENSES:

General and Administrative Expenses                         271,602         202,102
                                                       ------------    ------------
LOSS FROM CONTINUING OPERATIONS:                           (356,568)       (145,160)

OTHER INCOME (Expenses):
Interest (expense)                                          (13,406)        (28,093)
Interest Income                                              16,741            --
                                                       ------------    ------------
Total Other Income/(Expense)                                  3,335         (28,093)

LOSS BEFORE INCOME TAXES                               $   (353,233)   $   (173,253)
   Current tax expense                                         --              --
   Deferred tax expense                                        --              --
                                                       ------------    ------------
NET LOSS                                               $   (353,233)   $   (173,253)


Basic and diluted loss per share of common stock:      $      (0.02)   $      (0.01)


Weighted average number of common shares outstanding     16,844,585      16,141,343





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



                                       5
<PAGE>


                      MB SOFWARE CORPORATION AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31:

--------------------------------------------------------------------------------
                                                              2008           2007
                                                          -----------    -----------
Cash flows from operating activities
------------------------------------
Net loss from continuing operations                       $  (353,233)   $  (173,253)
    Adjustments to reconcile net loss to net cash used
    in operating activities

   Depreciation and amortization                                1,084          2,168
   Stock paid for services                                     50,000           --
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable                  (3,421)         2,641
   (Increase) decrease in inventory                            14,593         18,731
   (Increase) decrease in prepaid expenses and other
assets                                                           --         (133,967)
    Increase (decrease) in accounts payable and accrued
liabilities                                                   (50,812)       130,523
    Increase (decrease) in royalties payable, including
related accrued interest                                       (3,335)        28,093
                                                          -----------    -----------
Net cash flows used in operating activities                  (345,124)      (125,064)

Cash flows from investing activities
------------------------------------
Net Increase in line of credit - Related Party               (461,300)          --
                                                          -----------    -----------
Net cash flows used in investing activities                  (461,300)          --

Cash flows from financing activities
------------------------------------
   Net advances - related parties-line of credit              211,970         17,449
   Proceeds from unrelated party notes payable                700,000           --
   Sale of stock for cash                                     300,000           --
                                                          -----------    -----------
Net cash flows provided by financing activities             1,211,970         17,449

Increase (decrease) in cash                                   405,546       (107,615)

Cash and cash equivalents, beginning of period                    781        236,301
                                                          -----------    -----------
Cash and cash equivalents, end of period                      406,327        128,686
                                                          ===========    ===========

Cash paid during the period for:
--------------------------------
   Interest                                                      --             --
   Income taxes                                                  --             --

Supplemental Non-cash investing and financing  activities:
  For the three months ended March 31, 2008:
        The Company issued  490.196 shares of Series A Preferred  stock for debt
        reduction of $1,495,664
  For the three months ended March 31, 2007:
        None

</TABLE>

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


                                       6
<PAGE>


                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                          QUARTER ENDED MARCH 31, 2008
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1- BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim  financial  information and with the instructions to Form
10-Q.  They do not  include all  information  and notes  required by  accounting
principles  generally  accepted  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 March 31, 2008 are not necessarily indicative of
the operating  results that may be expected for the entire year ending  December
31, 2008.  These  financial  statements  should be read in conjunction  with the
Management's Discussion and Analysis and with the Company's financial statements
and  accompanying  notes thereto as of and for the year ended December 31, 2007,
filed with the Company's Annual Report on Form 10-K.

NOTE 2- GOING CONCERN

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

It is the  Company's  belief that it will  continue to incur losses for at least
the next twelve months,  and as a result will require additional funds from debt
or equity investments to meet such needs. To meet these objectives, management's
plans are to (i) raise capital by obtaining  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.



                                       7
<PAGE>
<TABLE>
<CAPTION>

                     MB SOFTWARE CORPORATION AND SUBSIDIARY
                          QUARTER ENDED MARCH 31, 2008
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 3 - CURRENT NOTES PAYABLE

                                                                   Accrued      Total
                                                                  Interest      Debt
                                                                  --------      ----
<S>                                                               <C>           <C>

Island Capital                                                    $    358   $ 10,000
Investment Firm, unsecured, payable on March 31, 2008
      including interest at 10% per annum, currently in default      9,333    700,000
                                                                  ========   ========

                                                                  $  9,691   $710,000
                                                                  ========   ========

NOTE 4 - RELATED PARTY NOTES PAYABLE AND OTHER TRANSACTIONS

Notes Payable

Funds  are  advanced  from  various  related  parties  including  the  Company's
President and CEO/CFO.  Other shareholders fund the Company as necessary to meet
working capital  requirements and expenses.  The advances are made pursuant to a
note agreement that bears interest at 10% per annum, payable quarterly, and with
maturity dates through March 31, 2008 per the table below. All notes are current
liabilities and some of the notes are currently in default. Accrued interest due
to related  parties  included  in accrued  liabilities  as of March 31, 2008 was
approximately  $271,345.  The  following  is a summary of amounts  due to / from
related parties as of March 31, 2008:

     Related party           Nature of relationship                 Terms of the agreement               Amounts due to
                                                                                                        related parties
------------------------- ----------------------------- ----------------------------------------------- -----------------

HEB, LLC, a Nevada        Scott Haire, is a             Series of funds advanced under two separate,    $  211,970
Limited Liability         one-percent                   unsecured $1 million lines of credit dated
Company                   Member, but the managing      November 26, 2003 and November 4, 2004,
                          member of HEB, LLC            both at 10% per annum; no maturity date,
                                                        interest payable quarterly; unused lines
                                                        available at March 31, 2008 total $1,788,030.

eAppliance Payment        Controlling owners in         Note dated January 1, 2004 for $2,410 at
Solutions, LLC a Nevada   eAppliance Payment            10% per annum; $10,000 line of credit.               2,410
Limited Liability         Solutions, LLC are Cossutta
Company                   and Haire

                                                                                                        ----------
                                                                                                        $  214,380
                                                                                                        ==========
</TABLE>

Notes Receivable

During  January 2008,  the Company  extended a Line of Credit to HEB, LLC in the
amount of  $1,000,000.  Interest is accrued on  outstanding  balances at 10% per
annum.  At March 31, 2008 the amount  advanced  and  receivable  on the Line was
$542,950,  with  interest  income of $16,741 and $0 for the three  months  ended
March 31, 2008 and 2007 respectively.



                                       8
<PAGE>

NOTE 5- STOCK ISSUANCES

Effective  January 1, 2008 the Company issued 490.196 shares of $10.00 par value
preferred  stock for related  party debt  totaling  $1,495,664  or $3,051.15 per
share.  The following  notes payable and lines of credit were  converted:  Scott
Haire $10,000 note dated July 11, 2005, at 10% per annum, due December 31, 2008;
Araldo Cossutta six separate,  unsecured notes as follows: (i)$75,000 note dated
September 30, 2004, at 10% per annum,  due December 31, 2008;  (ii)$80,000  note
dated  September  14, 2005,  at 10% per annum,  due  December  31,  2008;  (iii)
$350,000  note dated  October 15, 2007 at 10% per annum,  due December 31, 2008;
(iv) $42,000  note dated April 5, 2005 at 10% per annum,  due December 31, 2008;
(v) $50,000 note dated January 4, 2006, at 10% per annum , due December 31, 2008
and (vi)  $50,000 note dated  January 31, 2006 due December 31, 2008.  Series of
funds  advanced  $338,664  under two  separate,  unsecured $ 1 million  lines of
credit dated  November 26, 2003 and November 4, 2004,  both from HEB, LLC at 10%
per annum; no maturity date, interest payable quarterly;  unused lines available
at December  31, 2007 total  $211,970  (see note 4).  Keystone  Equity  Partners
Investors  note dated  December  14,  2006 for  $500,000  at 10% per annum;  due
December 31, 2008.

On January 11, 2008,  the Company  issued 86,702 shares of common stock for cash
of $50,000 or $.58 per share.

On January 21,  2008,  the Company  issued  500,000  shares of common  stock for
services valued at $50,000 or $.10 per share.

On January 31, 2008, the Company entered into a subscription  agreement to issue
367,647  shares of common  stock for cash of $250,000  or $.68 per  shares.  The
Company has received  payment on the agreement but hasn't issued the stock as of
March 31, 2008.

NOTE 6-SUBSEQUENT EVENTS

None


ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Introduction

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

Caution Concerning Forward-Looking Statements/Risk Factors

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

Factors That Could Affect Future Results



                                       9
<PAGE>

We face an inherent  risk of exposure to product  liability  claims in the event
that the use of our products results in injury.  Such claims may include,  among
others,   that  our  products   contain   contaminants  or  include   inadequate
instructions  as to use or  inadequate  warnings  concerning  side  effects  and
interactions with other substances.  We do not anticipate obtaining  contractual
indemnification  from parties supplying raw materials or marketing our products.
In any event, any such indemnification if obtained would be limited by our terms
and, as a practical matter, to the  creditworthiness  of the indemnifying party.
In  the  event  that  we  do  not  have   adequate   insurance  or   contractual
indemnification, product liabilities relating to defective products could have a
material adverse effect on our operations and financial condition.

Because  of  our  dependence  upon  consumer   perceptions,   adverse  publicity
associated with illness or other adverse  effects  resulting from the use of our
products or any similar  products  distributed by other  companies  could have a
material  adverse effect on our operations.  Such adverse  publicity could arise
even  if the  adverse  effects  associated  with  such  products  resulted  from
consumers' failure to consume such products as directed. In addition, we may not
be able to counter the effects of negative publicity  concerning the efficacy of
our  products.  Any  such  occurrence  could  have  a  negative  effect  on  our
operations.

Other key factors that affect our operating results are as follows:

     o    Overall customer demand and acceptance for our various products.
     o    Volume  of  products  ordered  and the  prices  at  which  we sell our
          products.
     o    Our ability to manage our cost structure for capital  expenditures and
          operating  expenses  such  as  salaries  and  benefits,   freight  and
          royalties.
     o    Our ability to match operating costs to shifting volume levels.
     o    Increases  in the cost of raw  materials  and  other  supplies.
     o    The impact of competitive products.
     o    Limitations on future financing.
     o    Increases  in the cost of  borrowings  and  unavailability  of debt or
          equity capital.
     o    Our inability to gain and/or hold market share.
     o    Exposure to and expense of resolving and defending  product  liability
          claims and other litigation.
     o    Managing and maintaining growth.
     o    The success of product development and new product  introductions into
          the marketplace.
     o    The departure of key members of management.
     o    Our ability to efficiently manufacture our products.
     o    Unexpected customer bankruptcy.

OVERVIEW AND PLAN OF OPERATION

   Our current focus is developing and marketing products for the advanced wound
care  market,  as  pursued  through  our  wholly-owned  subsidiary,  Wound  Care
Innovations,  LLC, a Nevada  limited  liability  company.  We hold the exclusive
worldwide  license to certain patented  technologies and processes related to an
advanced  collagen based wound care product  formulation,  which we market under
the brand name  "CellerateRx(TM)".  These products are FDA cleared for marketing
for the  following  indications:  pressure  ulcers,  diabetic  ulcers,  surgical
wounds,  ulcers due to arterial  insufficiency,  traumatic  wounds,  1st and 2nd
degree burns, and superficial wounds.

   Our  CellerateRx  products are currently  marketed to and being used by wound
care providers of all types.  These products are also approved for reimbursement
under Medicare Part B and as a consequence,  the professional medical market is,
and will remain the primary  focus of our  marketing  and sales  efforts for the
immediate  future.  We believe that these  products  are unique in  composition,
applicability, clinical performance, and demonstrate the ability to reduce costs
associated with standard wound management.

   We currently have limited business operations,  maintaining leased offices in
Fort  Worth,  Texas and Fort  Lauderdale,  Florida.  All of our  major  business
functions are performed by our subsidiary, Wound Care Innovations, LLC. Although
Wound Care  Innovations is a product  distributor,  it is also  responsible  for
product  packaging  development,  packaging  materials,  and coordination of all
processes except the actual manufacturing of the product. Wound Care Innovations
also  conducts  other  activities  that are  typical  of a product  distributor,
including sales, marketing, customer service, and customer support. All of these
activities are run and managed out of Wound Care  Innovations'  Fort  Lauderdale
offices.



                                       10
<PAGE>

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

   Our sales  and  marketing  activities  to date  have  been  limited  and have
resulted  in a  nominal  revenue  stream.  Through  these  activities,  we have,
however,  secured  product  evaluations  with a number  of key  accounts.  These
accounts  are  regional  and national  healthcare  provider  organizations  that
represent strong recurring revenue opportunities for the Company.

   We  currently  intend to secure  capital  resources  for  expansion of staff,
inventories,  marketing efforts, and research and development; however we may be
unsuccessful  in our efforts to secure such  capital.  If we are  successful  in
raising capital,  we anticipate  hiring a number of management,  marketing,  and
clinical staffs to secure  additional  accounts,  market to the broader US wound
care   market,   support   customers  in  specific   geographies,   broaden  our
clinical/educational  programs,  and evaluate  retail and  international  market
opportunities.

Results of Operations

Three months ended March 31, 2008 and 2007

Revenues.  The Company  generated  revenues for the three months ended March 31,
2008 of $63,270 (2007:  $83,941),  a decrease of approximately 25% from the same
period in 2007.

Cost of revenues  and gross  margin.  Costs of revenues  for 2008 were  $148,236
(2007: $26,999) resulting in a gross margin/(loss) of ($84,966) (2007: $56,942).

Selling, general and administrative expenses ("SGA"). SGA for 2008 were $270,518
(2007:  $202,102)  consisting  primarily of wages,  enhanced product promotions,
facility-related  expenses,  and outside professional services such as legal and
professional fees incurred in connection with our SEC reporting requirements. We
expect selling,  general and administrative  expenses to increase as we continue
to expand our marketing efforts and the number of products we offer.


LIQUIDITY AND CAPITAL RESOURCES

   The  Company   currently  has  limited  resources  to  maintain  its  current
operations,  secure  more  inventories,  and meet its  contractual  obligations.
Additional  capital must be raised through equity or debt  offerings.  If we are
unable to obtain additional  capital, we will be unable to operate our business.
Effective January 1, 2008,  $1,495,664 of Company debt was cancelled in exchange
for 490.196 shares of our Series A Convertible Preferred stock.

   Effective January 11, 2008, we received $50,000 from the sale and issuance of
86,207 shares of our common stock and warrants to purchase common stock,  and an
additional $700,000 from the sale and issuance of a convertible promissory note.
On January 31,  2008,  the Company  received  $250,000  from the sale of 367,647
shares of common stock.

   Without  realization  of  additional  capital or  significant  revenues  from
operations, it would be unlikely for the Company to continue as a going concern.
The  consolidated  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  and
should not be regarded as typical for normal operating periods.

   It is the Company's  belief that it will continue to incur nominal losses for
at least the next twelve months,  and as a result will require  additional funds
from debt or equity investments to meet such needs. The Company anticipates that
its officers and  shareholders  will contribute  sufficient funds to satisfy the
cash needs of the Company for the next twelve months.  However,  there can be no
assurances  to that effect,  as the Company has  insignificant  revenues and the
Company's  need for  capital  may change  dramatically  if it is  successful  in
acquiring a new business.  If the Company cannot obtain needed funds,  it may be
forced to curtail or cease its activities.  Our future funding requirements will



                                       11
<PAGE>

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. To meet these objectives, management's plans are to (i)
raise capital by obtaining  financing  through private placement  efforts,  (ii)
issue  common  stock for  services  rendered in lieu of cash  payments and (iii)
obtain loans from officers and shareholders as necessary.

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



GOING CONCERN

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

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

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


Contractual Obligations (Commitments And Contingencies)

Operating leases

The Company leases office space and office  equipment  under an operating  lease
expiring in various years through 2009. Rental expense charged to operations for
the three  months  ended  March  31,  2008,  was  approximately  $12,400  (2007:
$19,000).  Minimum future rental payments under non-cancelable  operating leases
having remaining terms in excess of 1 year as of March 31, 2008, for each of the
next two years and in the aggregate are as follows (approximately):


               2009                            $ 39,000
               2010                                --
                                               --------
                                               $39,000
                                               ========



Federal Payroll Taxes

The Company is delinquent in the payment of its payroll tax liabilities with the
Internal  Revenue  Service.  As of March 31, 2008,  unpaid  payroll  taxes total
approximately  $203,000.  The Company has  estimated  the related  penalties and
interest at  approximately  $123,000  computed through March 31, 2008, which are
included in current  liabilities at March 31, 2008.  The Company  expects to pay
these delinquent  payroll tax liabilities as soon as possible.  The final amount



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<PAGE>

due will be subject to the statutes of limitations  related to such  liabilities
and to negotiations with the Internal Revenue Service.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   As a  smaller  reporting  company,  we  are  not  required  to  provide  this
information.



ITEM 4T. CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

   As of the end of the period covered by this report,  the Company conducted an
evaluation,  under the supervision and with the  participation  of the principal
executive officer, who is also the principal financial officer, of the Company's
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities  Exchange Act of 1934 (the "Exchange Act")).  Based on this
evaluation,   the  principal  executive   officer/principal   financial  officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information  required to be disclosed by the Company in reports that
it files or submits  under the Exchange Act is recorded,  processed,  summarized
and  reported  within the time  periods  specified  in  Securities  and Exchange
Commission rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

   During  the first  quarter  of 2008,  there  was no  change in the  Company's
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

   Our management is  responsible  for  establishing  and  maintaining  adequate
internal  control over financial  reporting.  Under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer, we evaluated the effectiveness of the design and operation of
our internal control over financial reporting based on the framework in Internal
Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway  Commission.  Based on that evaluation,  our chief
executive  officer  and chief  financial  officer  concluded  that our  internal
control over financial reporting was effective as of March 31, 2008.


PART II  - OTHER INFORMATION

ITEM 1. Legal Proceedings - None

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

   Effective  January  1, 2008,  $1,495,664  of Company  debt was  cancelled  in
exchange for 490.196 shares of our Series A Convertible Preferred stock.

   Effective January 11, 2008, we received $50,000 from the sale and issuance of
86,207 shares of our common stock and warrants to purchase common stock,  and an
additional $700,000 from the sale and issuance of a convertible promissory note.

   January  31,  2008,   the  Company   received   $250,000  from  the  sale  of
367,697shares of common stock.

   The  foregoing  issuance of the shares of our common stock,  the  convertible
promissory  notes  and  the  warrants  described  above  were  made  in  private
transactions or private placements  intending to meet the requirements of one or
more exemptions from registration.  In addition to any noted exemption below, we
relied upon  Regulation D and Section  4(2) of the  Securities  Act of 1933,  as
amended  (the  "Act").  The  investors  were not  solicited  through any form of
general   solicitation  or  advertising,   the  transactions   being  non-public
offerings,  and the sales  were  conducted  in  private  transactions  where the



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<PAGE>

investor identified an investment intent as to the transaction without a view to
an immediate resale of the securities;  the shares were "restricted  securities"
in that they  were  both  legended  with  reference  to Rule 144 as such and the
investors  identified they were sophisticated as to the investment  decision and
in most cases we reasonably  believed the investors were "accredited  investors"
as such term is defined under Regulation D based upon statements and information
supplied to us in writing and verbally in connection with the  transactions.  We
have never  utilized an  underwriter  for an offering of our  securities  and no
sales  commissions  were  paid  to  any  third  party  in  connection  with  the
above-referenced sales.


ITEM 3. Defaults Upon Senior Securities - None

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

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

Pursuant to the  requirements  of the Exchange Act of 1934,  the  registrant has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                         MB SOFTWARE CORPORATION



Date: May 13, 2008                       /s/ Scott A. Haire
                                         ----------------------
                                         Scott A.  Haire, Chairman of the Board,
                                         Chief Executive Officer and President
                                         (and Principal Financial Officer)





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