UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB/A



                                   (Mark one)

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

                  For the quarterly period ended March 31, 2007

       |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        For the transition period from ______________ to ________________

                  Commission file number ______________________

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                     Mortgage Assistance Center Corporation
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        (Exact Name Of Small Business Issuer As Specified In Its Charter)


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                 Florida                            06-1413994
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       (State or Other Jurisdiction of           (I.R.S. Employer
       Incorporation or Organization)            Identification No.)

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           1341 W. Mockingbird Lane, Suite 1200 West, Dallas, TX 75247
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

--------------------------------------------------------------------------------
                                 (214) 670-0005
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

--------------------------------------------------------------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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     Check whether the issuer has (1) filed all reports  required to be files by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period 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 shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  Check whether the registrant filed all documents and reports required to be
 filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
          securities under a plan confirmed by a court. Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable  date:  12,725,124 shares of Common
Stock as of March 31, 2007

     Transitional Small Business Disclosure Format: Yes |_| No |X|



<PAGE>




                     MORTGAGE ASSISTANCE CENTER CORPORATION






                        CONSOLIDATED FINANCIAL STATEMENTS



                                       AND



                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM



                                 MARCH 31, 2007


<PAGE>




                     Mortgage Assistance Center Corporation






                                Table of Contents





                                      Page

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

Financial Statements
     Consolidated Balance Sheets
          as of  March 31, 2007 and December 31, 2006........................F-4

     Consolidated Statements of Operations and Comprehensive Loss
           for the three months ended March 31, 2007 and 2006................F-6

     Consolidated Statements of Cash Flows
           for the three months  ended March 31, 2007 and 2006...............F-8

     Notes to Consolidated Financial Statements.............................F-10














<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have  reviewed  the  accompanying  consolidated  balance  sheet  of  Mortgage
Assistance  Center  Corporation  (formerly  Safe  Alternatives   Corporation  of
America,  Inc., a Florida corporation) as of March 31, 2007 and the consolidated
statements  of  operations  and  comprehensive  loss,  and  cash  flows  for the
three-month period ended March 31, 2007. These interim financial  statements are
the responsibility of the Company's management.

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope  than an audit  conducted  in  accordance  with the
standards of the Public Company  Accounting  Oversight  Board,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  interim  financial  statements  for  them to be in
conformity with U.S. generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  The Company has  sustained
recurring losses from operations and had an accumulated stockholders' deficit at
March 31, 2007. These circumstances create substantial doubt about the Company's
ability  to  continue  as a going  concern  and  are  discussed  in Note 5.  The
financial  statements do not contain any adjustments  that might result from the
outcome of these uncertainties.


                                      F-2
<PAGE>


The December 31, 2006 consolidated financial statements of Mortgage Assistance
Center Corporation were audited by us and we expressed an unqualified opinion in
our report dated March 30, 2007, but we have not performed any auditing
procedures since that date.

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

Tulsa, Oklahoma
May 15, 2007
























                                      F-3
<PAGE>



                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
           March 31, 2007 (Unaudited) and December 31, 2006 (Audited)




                                                        March 31,   December 31,
                                ASSETS                    2007         2006
                                                       (Unaudited)   (Audited)
                                                       -----------   -----------


     Current Assets:
Cash and cash equivalents                              $  791,447     $1,205,120
Portfolio assets, at cost (net of impairment reserve
   of $355,883 and $253,508 at March 31, 2007 and
  December 31, 2006, respectively)                      6,946,760      6,798,509
Prepaid expenses                                          234,157        194,405
                                                       ----------     ----------

Total Current Assets                                    7,972,364      8,198,034

                                                       ----------     ----------
Property and Equipment, at cost:
Land                                                      699,600        699,600
Building and improvements                                 609,409        606,799
Office furniture and equipment                            133,960        118,670
                                                       ----------     ----------
                                                        1,442,969      1,425,069

Less accumulated depreciation                              85,581         73,468
                                                       ----------     ----------

Net Property and Equipment                              1,357,388      1,351,601

                                                       ----------     ----------
Investments and Other Assets:
Deposits                                                   25,404          3,450
                                                       ----------     ----------


Total Assets                                           $9,355,156     $9,553,085
                                                       ==========     ==========




   The accompanying notes are an integral part of these financial statements

                                       F-4

<PAGE>
<TABLE>
<CAPTION>


                     Mortgage Assistance Center Corporation
          Consolidated Statements of Operations and Comprehensive Loss
             Three Months Ended March 31, 2007 and 2006 (Unaudited)






                                                                              March 31,       December 31,
        LIABILITIES AND EQUITY                                                 2007             2006
                                                                             (Unaudited)       (Audited)
                                                                           ------------    ------------
<S>                                                                        <C>             <C>

        Current Liabilities:
Notes payable-individuals and others                                       $  1,362,315    $  1,522,315
Current portion of mortgages payable                                             24,500          24,400
Accounts payable-trade                                                           94,212          58,794
Accounts payable-others                                                         191,140         182,507
Accrued fees and wages                                                          106,751         182,532
Accrued stock-based compensation                                                 96,856          95,947
Other accrued liabilities                                                       168,230         169,068
                                                                           ------------    ------------

Total Current Liabilities                                                     2,044,004       2,235,563
                                                                           ------------    ------------

Long-term Debt:
Notes payable-individuals and others                                          1,778,875       1,492,768
Note payable-stockholder                                                           --              --
Mortgages payable, less current portion                                       1,030,905       1,036,360

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

Total Long-Term Debt                                                          2,809,780       2,529,128
                                                                           ------------    ------------

Minority Interests                                                            5,572,932       5,466,543
                                                                           ------------    ------------

Total Liabilities                                                            10,426,716      10,231,234
                                                                           ------------    ------------

Stockholders' Equity  (Deficit):
Series A convertible preferred stock ($0.001 par value, 3,000,000 shares
authorized, 1,500,000 shares issued and outstanding, aggregate
liquidation preference
of $1,500,000)                                                                    1,500           1,500
Common stock, ($0.001 par value; 50,000,000 shares
authorized,12,725,124 shares issued and outstanding)                             12,726          12,726
Additional paid-in capital                                                    2,728,836       2,481,413
Retained earnings (deficit) after December 31, 2004                          (4,159,082)     (3,518,248)
                                                                           ------------    ------------
                                                                             (1,416,020)     (1,022,609)
Subscriptions issuable                                                          344,460         344,460
                                                                           ------------    ------------
Total Stockholders' Equity (Deficit)                                         (1,071,560)       (678,149)
                                                                           ------------    ------------

Total Liabilities and Stockholders' Equity                                 $  9,355,156    $  9,553,085
                                                                           ============    ============
</TABLE>




The accompanying notes are an integral part of these financial statements





                                      F-5
<PAGE>

                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
             Three Months Ended March 31, 2007 and December 31, 2006
                                   (Unaudited)


                                                      Three Months Ended
                                                  March 31,        March 31,
                                                     2007            2006
                                                                  (Restated)
                                                 -----------    -----------


    Operating Revenues:
  Sales of portfolio assets                      $ 1,119,449    $   235,811
  Servicing fees and comissions from
      affiliates and others                          114,396          4,518
  Rental income                                       53,004          3,300
  Other                                               51,926          3,356
                                                 -----------    -----------
      Gross operating revenues                     1,338,775        246,985
  Cost of portfolio assets sold                      679,994        156,183
                                                 -----------    -----------
      Net operating revenues                         658,781         90,802
                                                 -----------    -----------

Operating Expenses:
  Salaries, wages and contract labor                 598,034        214,493
  Selling, general and administrative expenses       325,860        155,335
  Depreciation and amortization                       12,113          5,643
  Bad debts                                          107,594           --
                                                 -----------    -----------
      Total operating expenses                     1,043,601        375,471
                                                 -----------    -----------

Operating loss                                      (384,820)      (284,669)
                                                 -----------    -----------

Other income (expense):
  Interest and other income                            9,949          9,181
  Interest expense                                   (73,492)       (79,523)
  Nonrecurring expenses                              (97,357)          --
                                                 -----------    -----------

      Total other income (expense)                  (160,900)       (70,342)
                                                 -----------    -----------

Loss before minority interests and
      income taxes                                  (545,720)      (355,011)




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





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



                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
              Three Months Ended March 31, 2007 and March 31, 2006
                                   (Unaudited)

                                                                                 Three Months Ended
                                                                                 March 31,     March 31,
                                                                                  2007           2006
                                                                                              (Restated)
                                                                              ------------    ------------
<S>                                                                           <C>             <C>


     Loss before minority interests and
      and income taxes                                                        $   (545,720)   $   (355,011)

Minority interests                                                                 (95,114)         46,522
                                                                              ------------    ------------

Loss before income taxes                                                          (640,834)       (308,489)

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

Net Loss                                                                          (640,834)       (308,489)

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

Comprehensive Loss                                                            $   (640,834)   $   (308,489)
                                                                              ============    ============

Net loss per weighted-average share of common stock outstanding, calculated
  on Net Loss:
                       Basic                                                  $      (0.05)   $      (0.02)
                                                                              ============    ============
                       Fully diluted                                                          $      (0.02)
                                                                                              ============
Weighted-average number of shares of common stock outstanding:
                       Basic                                                    12,725,124      12,725,124
                                                                              ============    ============
                       Fully diluted                                                            12,725,124
                                                                                              ============


</TABLE>





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



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


                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2007
                                   (Unaudited)

                                                                                Three Months Ended
                                                                            March 31,     March 31,
                                                                               2007         2006
                                                                                         (Restated)
                                                                             ---------    ---------
<S>                                                                          <C>          <C>

  Cash Flows From Operating Activities
Net loss                                                                     $(640,834)   $(308,489)
                                                                             ---------    ---------
Adjustments to reconcile net loss to net cash provided (used) by operating
activities:
Depreciation                                                                    12,113        5,643
Non-Cash stock-based compensation                                              248,332         --
Minority interests in subsidiaries' net earnings (losses)                       95,114      (46,522)
Change in assets and liabilities:
(Increase) decrease in portfolio assets                                       (148,251)     144,977
(Increase) decrease in accounts receivable from related parties                 10,420
(Increase) decrease in prepaid expenses and other assets                       (61,706)      10,440
Increase (decrease) in accounts payable-trade                                   35,418       69,833
Increase (decrease) in accounts payable-other                                    8,633         --
Increase (decrease) in accrued fees and wages                                  (75,781)       6,615
Increase (decrease) in other accrued liabilities                                  (838)     (38,680)
                                                                             ---------    ---------

Total adjustments                                                              113,034      162,726
                                                                             ---------    ---------

               Net Cash Used by Operating Activities                          (527,800)      (8,535)
                                                                             ---------    ---------

Cash Flows From Investing Activities

Purchase of property and equipment                                             (17,900)      (8,535)
                                                                             ---------    ---------

                  Net Cash Used by Investing Activities                        (17,900)      (8,535)
                                                                             ---------    ---------

</TABLE>


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



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

                                                                   Three Months Ended
                                                              March 31,     March 31,
                                                                2007           2006
                                                                            (Restated)
                                                            -----------    -----------
<S>                                                         <C>            <C>


   Cash Flows From Financing Activities
Proceeds from issuance of debt to individuals and others       385,000         50,000
Repayments of debt to individuals and others                  (258,893)      (160,070)
Capital contributions from minority interests                  550,000
Refund of capital contributions to minority interests         (514,645)
Distributions to minority interests                            (24,080)       (87,500)
Repayments of mortgage loans                                    (5,355)          (648)
                                                           -----------    -----------


Net Cash Provided by Financing Activities                      132,027       (198,218)
                                                           -----------    -----------


Net Increase (Decrease) in Cash                               (413,673)      (352,516)

Cash at Beginning of Period                                  1,205,120        598,979
                                                           -----------    -----------


Cash at End of Period                                      $   791,447    $   246,463
                                                           ===========    ===========


Supplemental Disclosures of Cash Flow Information

Cash Paid During the Quarter for:
Interest                                                   $    61,639    $    31,379



</TABLE>



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





                                     F-9
<PAGE>


Note 1 - Organization

          Mortgage  Assistance  Center  Corporation  (formerly Safe Alternatives
          Corporation of America,  Inc.) (the "Company" or "MACC") was organized
          in 1976,  under the name Knight  Airlines,  Inc. In October 1978,  the
          Company  completed an initial  public  offering of its common stock in
          Florida, pursuant to an exemption from registration under Regulation A
          promulgated under the Securities Act of 1933, as amended.  The Company
          ceased  operations  in April 1983 and was inactive  through  September
          1995.  In May 1994,  the name of the Company was changed to Portsmouth
          Corporation.

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

          On September 17, 2002, the Board of Directors of the Company agreed to
          sell all of the Company's assets to Environmental  Alternatives,  Inc.
          ("EAI"), a privately held Vermont  corporation,  in exchange for EAI's
          assumption of and agreement to indemnify and hold the Company harmless
          from paying any and all claims that could  attach to the Company as of
          June 30, 2002.

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

          Pursuant  to a Majority  Shareholder  Consent,  on May 14,  2004,  the
          Company's  Board of Directors  authorized a change in the Company name
          to Mortgage Assistance Center  Corporation.  The Company's Articles of
          Incorporation  were amended on December 22, 2004 and became  effective
          January  17,  2005.  The  changes  were  made in  connection  with the
          requirements  of a Letter of Intent  executed  between the Company and
          Mortgage Assistance Corporation ("MAC"), a Texas corporation, in which
          re-organizational  steps were undertaken to create a change in control
          of MACC prior to the completion of a business combination agreement.

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



                                      F-10
<PAGE>


Note 2 - Preparation of Financial Statements

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

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

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

          During interim  periods,  the Company follows the accounting  policies
          set forth in its annual audited financial statements filed with the U.
          S.  Securities  and Exchange  Commission  on its Annual Report on Form
          10-KSB for the year ended December 31, 2006. The information presented
          within  these  interim  financial   statements  may  not  include  all
          disclosures required by generally accepted accounting principles,  and
          the users of financial information provided for interim periods should
          refer to the annual financial information and footnotes when reviewing
          the interim financial results presented herein.

          In the  opinion of  management,  the  accompanying  interim  financial
          statements,  prepared  in  accordance  with the U. S.  Securities  and
          Exchange Commission's  instructions for Form 10-QSB, are unaudited and
          contain all material adjustments,  consisting only of normal recurring
          adjustments  necessary to present  fairly the  consolidated  financial
          condition, results of operations and cash flows of the Company for the
          respective  interim periods  presented.  The current period results of
          operations are not necessarily indicative of results, which ultimately
          will be reported for the full fiscal year ending December 31, 2007.



                                      F-11
<PAGE>

Note 3 - Summary of Significant Accounting Policies

         Description of Business:

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

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

          Principles of Consolidation and Basis of Presentation:

          The accompanying financial statements are consolidated and include the
          financial statements of MACC, MAC, and M.A. Protect,  Inc., its wholly
          owned  subsidiaries;   and  seven  unincorporated  entities:  MAP/MAC,
          L.L.C.,  Apple Canyon  Capital,  L.L.C.,  Bluestone  Capital,  L.L.C.,
          Canyon Ferry  Capital,  L.L.C.,  Dutch Fork Capital,  L.L.C;  Elf Fork
          Capital,   L.L.C.   and  999  Metromedia   Venture.   All  significant
          intercompany    accounts   and    transactions   are   eliminated   in
          consolidation.

          The Company, through its subsidiary, MAC, has a 50% ownership interest
          in each of the seven  unincorporated  joint  ventures  and acts as the
          general  partner  of each  venture  and  exercises  control  over each
          venture.  The  limited  partners  in each of the  ventures do not have
          either  (a)  the  substantive  ability  to  dissolve  the  venture  or
          otherwise remove the general partner without cause, or (b) substantive


                                      F-12
<PAGE>




Note 3 - Summary of Significant Accounting Policies (continued)

          Principles of Consolidation and Basis of Presentation: (continued)

          participating rights. Based on these factors,  MAC's general partner's
          interest  in  each  of the  joint  ventures  meets  the  criteria  for
          consolidation under the provisions of Emerging Issues Task Force Issue
          No.  04-5,  Determining  Whether A  General  Partner,  or the  General
          Partners as a Group,  Controls a Limited Partnership or Similar Entity
          When the Limited  Partners Have Certain Rights ("EITF Issue No. 04-5")
          and AICPA  Statement of Position 78-9,  Accounting for  Investments in
          Real Estate ("SOP 78-9").

          The consolidated  financial  statements include 100% of the assets and
          liabilities of the seven unincorporated  entities,  with the ownership
          interests of minority  investors  recorded as a noncurrent  liability,
          "minority interests."

          Accounting Change:

          Effective  January 1, 2006, the Company adopted the provisions of EITF
          Issue  No.  04-5 and SOP 78-9 and  began  consolidating  the  accounts
          MAP/MAC,  L.L.C. and its other 50%-owned joint ventures.  Historically
          the Company had accounted for its  investments  in such ventures under
          the equity  method.  The change was made to more  clearly  reflect the
          Company's  operations  as  a  financial  services  company,  utilizing
          funding from third party investors to finance the purchase of mortgage
          note receivable pools and real estate  portfolios,  either directly or
          through unincorporated ventures. As a result of the accounting change,
          all  prior  periods  presented  have  been  restated  to  reflect  the
          consolidation   of  the  Company's   50%-owned  joint  ventures.   The
          accounting  change  did not have a material  impact on the  results of
          operations of the Company.

          Portfolio Assets:

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

          Mortgage Note Receivable Pools:

          Mortgage  note  receivable  pools  consist  primarily  of  first  lien
          distressed real estate based  mortgages.  The cost basis of loan pools
          acquired consists of their purchase



                                     F-13
<PAGE>


Note 3- Summary of Significant Accounting Policies (continued)

          Mortgage Note Receivable Pools: (continued)

          price from banks or other sellers plus purchase  commissions,  if any.
          Loan pool costs are  allocated to  individual  loans based on the face
          value of the  unpaid  principal  of the loans  and  their  performance
          status  based on the note's  expected  cash flow.  Any payments of due
          diligence costs, property taxes, or insurance required are capitalized
          and included in the cost basis of the individual loans involved.

          Subsequent  to  acquisition,  the adjusted  cost of the mortgage  note
          receivable pools is evaluated for impairment on a quarterly basis. The
          evaluation  of  impairment  is  determined  based  on  the  review  of
          estimated  future cash receipts,  which  represents the net realizable
          value  of  the  note  pool.  Once  it  is  determined  that  there  is
          impairment,  a valuation  allowance is established  for any impairment
          identified  through  provisions charged to operations in the period of
          the  impairment  is  identified.   The  Company   determined  that  an
          impairment  allowance  of $355,883  and $253,508 was required at March
          31, 2007 and December 31, 2006, respectively.

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

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

          Real Estate Portfolios:

          Real estate portfolios consist of real estate acquired by foreclosures
          of individual  mortgage notes receivable.  Such portfolios are carried
          at the lower of cost or fair value less  estimated  costs to sell. The
          cost of  foreclosed  real estate  consists of original loan costs plus
          any costs  relating  to the  development  and  improvement  of Note 3-
          Summary of Significant Accounting Policies (continued)



                                     F-14
<PAGE>


          Real Estate Portfolios: (continued)

          the real estate for its intended use. The costs of foreclosure and any
          required  refurbishment  costs  to bring  the  property  to  resalable
          condition,  as well as any  maintenance,  taxes  and  insurance  costs
          required during the holding period are capitalized.  Income or loss is
          recognized  upon the  disposal  of real estate at the date of closing,
          based on the difference between selling prices, less commissions,  and
          capitalized  costs.  Rental  income,  net of expenses,  on real estate
          portfolios is recognized  when received.  Accounting for portfolios is
          on an individual asset-by-asset basis as opposed to a pool basis.

          Subsequent  to  acquisition,  the cost of real  estate  portfolios  is
          evaluated  for  impairment  on a quarterly  basis.  The  evaluation of
          impairment is determined  based on the review of the estimated  future
          cash receipts,  which  represents the net realizable value of the real
          estate  portfolio.  A  valuation  allowance  is  established  for  any
          impairment  identified through provisions charged to operations in the
          period the impairment is identified.  The Company  determined  that no
          allowance  for  impairment on real estate  portfolios  was required at
          March 31, 2007 and December 31, 2006.

         Cash and Cash Equivalents:

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

         Property and Equipment:

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

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

          Maintenance,  repairs,  renewals  and  betterments,  in  general,  are
          charged to



                                     F-15
<PAGE>


Note 3- Summary of Significant Accounting Policies (continued)

          Property and Equipment: (continued)

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

          Share-Based Compensation

          The Company recognizes expense for its share-based  compensation based
          on the fair  value of  awards  that are  granted  in  accordance  with
          Statement  of Financial  Accounting  Standards  No. 123r,  Share-Based
          Payments.  The fair  value of common  stock  options  or  warrants  is
          estimated  at the date of grant by a third  party  consultant  using a
          commercially  available  software  product  was  developed  for use in
          estimating  the fair value of common stock  options and warrants  that
          are fully transferable, and takes into consideration several criteria,
          including  volatility,  expected term,  dividend yield,  and risk-free
          rate of return. It was the Company's  determination that the trinomial
          lattice  valuation  methodology  is the  preferred  and most  accurate
          options  valuation  methodology  available.  Option valuation  methods
          require  the input of highly  subjective  assumptions,  including  the
          expected stock price  volatility.  The measured  compensation  cost is
          recognized ratably over the vesting period of the related  share-based
          compensation award.

          Income Taxes:

          The Company  accounts for income taxes based on Statement of Financial
          Accounting  Standards No. 109 ("SFAS No. 109"),  Accounting for Income
          Taxes.  SFAS No. 109 requires the  recognition  of deferred tax assets
          and  liabilities  for the  future  tax  consequences  attributable  to
          temporary differences between the financial statement carrying amounts
          of existing assets and liabilities and their  respective tax bases. In
          addition,  SFAS  No.  109  requires  the  recognition  of  future  tax
          benefits,  such as net operating  loss carry  forwards,  to the extent
          that  realization of such benefits is more likely than not. The amount
          of deferred tax  liabilities  or assets is  calculated by applying the
          provisions  on  enacted  tax laws to  determine  the  amount  of taxes
          payable or refundable currently or in future years.

          Valuation  allowances  are  established,  when  necessary,  to  reduce
          deferred  tax  assets  when it is more  likely  than not that all or a
          portion of the deferred tax asset will not be realized.



                                     F-16
<PAGE>


Note 3- Summary of Significant Accounting Policies (continued)

          Net Loss Per Common Share:

          The Company  computes net income (loss) per share in  accordance  with
          SFAS No 128, Earnings per Share, and SEC Staff Accounting Bulletin No.
          98 ("SAB 98").  Under the provisions of SFAS No. 128 and SAB 98, basic
          net income (loss) per common  shares is based on the  weighted-average
          outstanding common shares.  Diluted net income (loss) per common share
          is based on the  weighted-average  outstanding shares adjusted for the
          dilutive  effect of option and  warrants to purchase  common stock and
          convertible debentures.  Due to the Company's losses, such potentially
          dilutive  securities are anti dilutive for the quarter ended March 31,
          2007. The weighted average number of potentially fully dilutive shares
          was 19,917,267 for the quarter ended March 31, 2007.

Note 4 - Business Combination

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

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

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

          On May 10,  2005,  the  Company  entered  into a Business  Combination
          Agreement



                                     F-17
<PAGE>



 Note 4 - Business Combination (continued)

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

          As of May 10,  2005,  MACC  received  6,896,556  MAC shares  (92%) and
          caused 11,034,489  (87.1%) of the Company shares to be issued to three
          individuals  who comprise a control  group  consisting of Dale Hensel,
          Dan Barnett and Michelle  Taylor.  Together  they control 86.7% of the
          voting  common stock of the Company.  Dale Hensel was the sole officer
          and director of the Company.  Mr.  Hensel was also the  President  and
          director of MAC. Mr.  Barnett was the Vice  President  and director of
          MAC. Ms.  Taylor is a contract  consultant of MAC.  Subsequently,  the
          remainders of the MAC shares were  surrendered  and 12,000,000  shares
          were issued for 100% of MAC.

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

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

          At the date of the  merger,  MAC  expensed  $295,000 of legal fees and
          other costs  related to the  acquisition.  These costs had  previously
          been capitalized pending



                                     F-18
<PAGE>


Note 4 - Business Combination (continued)

          successful  completion  of a merger.  At that time a market  value for
          MACC's common shares was difficult to ascertain because of the limited
          and illiquid market for the Company shares. There was no active market
          for MACC common stock at that time.

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

Note 5 - Going Concern Uncertainty

          The  accompanying  financial  statements have been prepared on a going
          concern basis,  which  contemplates  the realization of assets and the
          settlement  of  liabilities  and  commitments  in the normal course of
          business.  As shown  in the  financial  statements,  the  Company  has
          incurred significant operating losses for quarter ended March 31, 2007
          and prior years, resulting in an accumulated  stockholders' deficit as
          of March 31, 2007. These factors,  among others, may indicate that the
          Company will be unable to continue as a going concern for a reasonable
          period  of  time.   The  financial   statements  do  not  include  any
          adjustments   relating   to   the   recoverability   of   assets   and
          classification  of  liabilities  that  might be  necessary  should the
          Company  be unable  to  continue  as a going  concern.  The  Company's
          continuation  as a going  concern  is  dependent  upon its  ability to
          generate  sufficient  cash  flow to meet its  obligations  on a timely
          basis,  to  obtain  additional  financing  or  refinancing  as  may be
          required, and ultimately to sustain profitability.

          The  Company   completed  a  $1,500,000   preferred   stock  financing
          transaction  on  November  30,  2006,  which  required  the Company to
          restructure  the  majority  of  its  existing   short-term  debt.  The
          financing agreement contains provisions which could provide additional
          preferred stock financing up to $1,500,000 (See Note 14).

          The Company is actively pursuing  alternative  financing plans to fund
          the  Company's  requirements,  and those  plans  include,  but are not
          limited  to,   additional   equity  sales  or  debt  financing   under
          appropriate market conditions,  allegiances or partnership agreements,
          or other business  transactions  which could generate adequate funding
          opportunities. The Company continues to explore


                                     F-19
<PAGE>


Note 5 - Going Concern Uncertainty (continued)

          opportunities  to secure  additional  sources of debt  financing  as a
          means of more cost  effectively  acquiring pools of mortgage notes and
          foreclosed properties.

          While the Company is  confident  in its  ability to secure  additional
          capital in the future,  there is no  guarantee  that the Company  will
          receive  sufficient  funding to sustain  operations  or implement  any
          future business plans.

Note 6 - Recent Accounting Pronouncements

          In May 2005, the Financial Accounting Standards Board issued Statement
          of Financial  Accounting  Standards  No. 154,  Accounting  Changes and
          Error  Corrections  (SFAS  154),  which  replaces  APB Opinion No. 20,
          Accounting Changes, and FASB Statement 3, Reporting Accounting Changes
          in  Interim   Financial   Statements.   This  statement   changes  the
          requirements  for the  accounting  for and  reporting  of a change  in
          accounting  principle,  including all voluntary  changes in accounting
          principles.  It also  applies to  changes  required  by an  accounting
          pronouncement in the unusual instance that the pronouncement  does not
          include  specific  transition  provisions.   This  statement  requires
          voluntary    changes   in   accounting    principles   be   recognized
          retrospectively  to prior periods' financial  statements,  rather than
          recognition  in the net income of the  current  period.  Retrospective
          application requires restatements of prior period financial statements
          as if that  accounting  principle had always been used. This statement
          carries forward,  without change, the guidance contained in Opinion 20
          for  reporting  the  correction  of  an  error  in  previously  issued
          financial  statements  and  a  change  in  accounting  estimate.   The
          provisions  of SFAS No. 154 is  beginning  January 1, 2006.  It had no
          effect on the accompanying financial statements.

          In  March  2006,  the  Financial  Accounting  Standards  Board  issued
          Statement of Accounting Standards No. 156, Accounting for Servicing of
          Financial  Assets(SFAS  156),  which amends SFAS 140,  Accounting  for
          Transfers and  Servicing of Financial  Assets and  Extinguishments  of
          Liabilities.  SFAS 156  permits,  but does not  require,  an entity to
          choose either the  amortization  method or the fair value  measurement
          method for  measuring  each class of separately  recognized  servicing
          assets and servicing  liabilities.  The provisions of SFAS No. 156 are
          effective for fiscal years  beginning  after  September 15, 2006.  The
          Company  does not expect the  adoption  of SFAS 156 to have a material
          effect on its financial statements and related disclosures.

          In  September  2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
          Measurements"  (SFAS 157). SFAS 157 defines fair value,  establishes a
          framework  for measuring  fair value,  and expands  disclosures  about
          fair-value measurements required under



                                     F-20
<PAGE>


Note 6 - Recent Accounting Pronouncements (continued)

          other accounting pronouncements, but does not change existing guidance
          as to whether or not an instrument is carried at fair value.  SFAS 157
          is  effective  for the  Company's  fiscal  year 2008.  The  Company is
          currently evaluating the impact of adopting SFAS 157.

Note 7 - Portfolio Assets

          Portfolio assets were comprised of the following at March 31, 2007:




          Mortgage note receivable pools            $1,977,608
          Real Estate portfolios                     5,038,603
          Tax liens and other                          286,432
                                                    ----------

               Total portfolio assets                7,302,643

          Less valuation allowance for impairment      355,883
                                                    ----------

               Net portfolio assets                 $6,946,760
                                                    ==========


          Certain  portfolio  assets are  pledged to secure  non-recourse  notes
          payable to individuals and others (See Note 8).






















                                     F-21
<PAGE>



Note 8 - Notes Payable

          At March 31,  2007,  notes  payable to  individuals  and  others  were
          comprised of the following:




Non-interest bearing loan payable to minority interest
partner in MAP/MAC, L.L.C., due upon demand                      $1,320,136

Loans payable to One Source Mortgage Investments,
Inc., due interest only monthly or semiannually
 at 12%, maturing September 2008 - March 2009                     1,011,500

Loans payble to various individuals, due principal and
accrued interest at 12% at maturity in October-
November 2008                                                       444,175

Loan payable to Kirtland Realty Group, L.P., due
interest only monthly at 14%, maturing November 2008                223,200

Loan payble to individual, due interest only
quarterly at 12%, maturing November 2008                            100,000

Non-interest bearing loans payable to joint venture
partners, payable out of joint venture distributions                 42,179
                                                                 ----------


   Total                                                          3,141,190

   Less portion due within one year                               1,362,315
                                                                 ----------

                                                                 $1,778,875
                                                                 ==========







                                      F-22
<PAGE>


Note 8 - Notes Payable (continued)

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

          In connection  with the issuance of 1,500,000  shares of the Company's
          Series A  Preferred  Stock  (See Note 14),  the  Company  restructured
          certain of its loans  payable to  individuals  and others to long-term
          obligations maturing October-November 2008, while retiring other loans
          with a portion of the proceeds from the preferred stock issuance.

          Principal  installments due on notes payable to individuals and others
          are due  $42,179  in 2008  and  385,000  in 2009,  with the  remaining
          $1,320,136  consisting of amounts due to the minority interest partner
          in  MAP/MAC,  L.L.C.,  payable  at an  undeterminable  future  date as
          explained in the following paragraphs.

          On  September  30,  2004,  Mortgage  Assistance  Corporation,  a Texas
          corporation  ("MAC") and  Mortgage  Acquisition  Partners,  L.L.C.,  a
          Missouri  limited  liability  company  ("MAP," and  collectively,  the
          "Parties") jointly formed MAP/MAC, L.L.C., ("MAP/MAC") a Texas limited
          liability  company for the express  purpose of purchasing,  servicing,
          and selling nonperforming  mortgage notes and properties.  Pursuant to
          the terms of the operating agreement for this entity, MAP/MAC issued a
          Promissory Note to the minority  interest  partner,  MAP for $233,000.
          The loan  payable to the  minority  interest  partner in the  MAP/MAC,
          L.L.C.  joint venture consisted of non-interest  bearing advances used
          to  purchase  mortgage  loan  portfolios.  Certain  of  the  Company's
          officers and stockholders  have guaranteed  repayment of fifty percent
          (50%) of the initial loan advances of $233,000.  This initial note was
          due and  payable no later  than  thirty  (30) days after  receipt of a
          written demand by the payee, MAP.

          Pursuant to the terms of the operating  agreement of this entity,  MAC
          will  periodically and from time to time issue  distributable  cash to
          MAP  consisting  of  proceeds  from the  sale of  mortgage  notes  and
          properties owned by MAP/MAC, net of all costs and fees incurred in the
          acquisition,  servicing  and sale of such assets.  By agreement of the
          Parties,  such  distributable  cash may be reinvested by MAP back into
          MAP/MAC for the purchase of additional  pools of mortgage notes. As of
          March 31, 2007, MAP has elected to reinvest three profit  distribution
          payments  back into  MAP/MAC  for a total  non-interest  bearing  loan
          payable  amount of $1,320,136.  Proceeds from these cash  distribution
          payments  subsequently   reinvested  in  MAP/MAC  were  used  for  the
          acquisition of



                                     F-23
<PAGE>



Note 8 - Notes Payable (continued)

          additional  mortgage notes, which are in the process of being serviced
          and sold. Pursuant to the terms of the MAP/MAC operating agreement, no
          interim  payments  of  principal  are  due  prior  to the  sale of the
          underlying  assets.  Upon  sale  of  the  underlying  assets,  MAC  is
          obligated to repay the non-interest bearing note, from proceeds of the
          sale, and equally distribute remaining net profits, if any, to MAC and
          MAP individually.

          For  all  subsequent   advances   under  this  loan,   including  cash
          distributions  subsequently  reinvested  in MAP/MAC,  and in the event
          MAP/MAC  does not  fully  repay and  satisfy  such  advances  with the
          proceeds  from the  sale or other  distribution  of the  related  loan
          portfolios, MAC has guaranteed repayment of fifty percent (50%) of the
          shortfall.

Note 9 -  Mortgages Payable

          At March 31, 2007 the balance in this  caption  was  comprised  of the
          following:

                Installment note payable to Legacy Texas Bank, due $8,714
                monthly beginning July 2006, interest at 2.75% above the Federal
                Home Loan
                Bank (FHLB) rate, maturing June 2016.            $ 985,117

                Other                                               70,288
                                                              -------------
                Total                                            1,055,405
                Less Current portion                                24,500
                                                              -------------

                                                               $ 1,030,905
                                                              =============


          The  mortgage  loan  payable  to Legacy  Texas  Bank (the  "Bank")  is
          collateralized by certain rental real estate located in Dallas, Texas,
          which comprises the Company's land,  buildings and improvements in the
          accompanying  consolidated  balance  sheets,  as well as the  personal
          guarantees   of  two  of  the   Company's   principal   officers   and
          stockholders. The interest rate on this loan is an adjustable



                                     F-24
<PAGE>


Note 9- Mortgages Payable (continued)

          rate  which  was  fixed  on  June 1,  2006  and  will be  subsequently
          recalculated,  adjusted  and fixed by the Bank  every  three (3) years
          thereafter.  From the inception of this loan  (December  2005) through
          June 1,  2006,  the  loan  was  payable  interest  only at 1%  above a
          specified prime rate.

          Estimated principal installments due on all mortgage loans for each of
          the five years subsequent to March 31, 2007 are as follows:


                 2008                             24,500
                 2009                             28,600
                 2010                             31,500
                 2011                             33,700
                 2012                             35,900


Note 10 - Minority Interests

          (Minority  interests  on the  Company's  consolidated  balance  sheets
          represent  the 50%  ownership  interest  in the net  assets  of  seven
          subsidiaries:  MAP/MAC L.L.C., Apple Canyon Capital L.L. C., Bluestone
          Capital  L.L.C.,  Canyon  Ferry  Capital  L.L.C.,  Dutch Fork  Capital
          L.L.C., Elf Fork Capital L.L.C., and 999 Metromedia Venture, not owned
          by the Company.)

          Changes to  minority  interests  for the period  ended  March 31, 2007
          consisted of the following:


Balance, beginning of period                            $ 5,466,543

Minority interests in net earnings (losses)
of subsidiaries                                              95,114

Capital contributions from minority interests               550,000

Refund of capital contributions to minority interests      (514,645)

Distributions to minority interests                         (24,080)
                                                        -----------

Balance, end of year                                    $ 5,572,932
                                                        ===========



                                     F-25
<PAGE>



   Note 11 - Related Party Transactions

          One of the Company's  principal  officers and  stockholders  made cash
          advances of $60,574 to the Company under two unsecured loans,  bearing
          interest at 18%, during 2005, and additional  loans of $15,512 in 2006
          at an interest  rate of 12%. All  outstanding  advances were repaid on
          November 30, 2006.  Interest expense on these loans amounted to $2,793
          for the 3 months ended March 31, 2006.

          MACC's two newly appointed directors have indirect ownership interests
          in 50% of Dutch Fork Capital,  L.L.C.,  a 50%-owned  subsidiary of the
          Company.  The  Company is the  manager of Dutch  Fork,  and as such is
          deemed to control the entity.

Note 12 - Income Taxes

         The components of income tax (benefit) expense, on continuing
operations, for the three months ended March 31, 2007 and March 31, 2006 ,
respectively, are as follows:



                                     Three Months Ended
                               March 31,         March 31,
                                  2007             2006
                           ---------------    ---------------

  Federal:
     Current                          $ -                $ -
     Deferred                           -                  -
                           ---------------    ---------------

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

   State:
     Current                            -                  -
     Deferred                           -                  -
                           ---------------    ---------------


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




          The Company's  income tax expense for the three months ended March 31,
          2007 and March 31, 2006, respectively, differed from the statutory tax
          rate of 34.0% as follows:





                                     F-26
<PAGE>




Note 12 - Income Taxes (continued)


                                                              Three Months Ended
                                              March 31,          March 31,
                                                 2007               2006


Statutory rate applied to income
       before income taxes                               $(217,900)   $(104,900)
Increase (decrease) in income taxes
      resulting from:
         State income taxes                                    --           --
         Other, including reserve for deferred tax
            asset and application of net operating loss
            loss carryforward                               217,900      104,900
                                                          ---------    ---------
                                                          ---------    ---------
Income tax expense                                        $    --      $    --
                                                          =========    =========

         Deferred tax assets and liabilities consisted of the following at March
31, 2007 and December 31, 2006:



                                                March 31,          December 31,
                                                  2007                2006
                                              -----------        -----------
 Deferred tax assets
       Net operating loss carryforwards       $ 4,056,000        $ 3,327,000
       Less valuation allowance                (4,056,000)        (3,327,000)
                                              -----------        -----------

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


          As of March 31,  2007,  the  Company  had a net  operating  loss carry
          forward of approximately  $11,900,000 to offset future taxable income.
          Subject to current regulations, this carryforward will begin to expire
          in 2007. Due to the reverse  acquisition  transaction  with MAC in May
          2005, the usage of the Company's net operating loss  carryforward will
          be severely limited.  The amount and availability of the net operating
          loss  carryforwards may be subject to limitations set forth by Section
          338 of the Internal Revenue Code. Factors such as the number of shares
          ultimately issued within a three year look-back period;  whether there
          is a deemed  more than 50 percent  change in control;  the  applicable
          long-term tax exempt bond rate; continuity of historical business; and
          subsequent income of the Company all enter into the annual computation
          of allowable annual utilization of the carryforwards.

          A  100%  valuation  allowance  has  been  established  related  to the
          deferred tax asset resulting from the net operating loss carryforward,
          reflecting the uncertainty of the future realization of this asset.



                                      F-27
<PAGE>



Note 13 - Common Stock Transactions

          On May  14,  2004,  the  stockholders  approved  an  amendment  to the
          Company's Articles of Incorporation,  which increased the par value of
          each share of common  stock from $0.0001 per share to $0.001 per share
          and decreased the number of authorized  common shares from 175,000,000
          shares  to  50,000,000   shares.  The  stockholders  also  approved  a
          one-for-two  hundred  fifty (1:250)  reverse stock split.  Pursuant to
          authorization  by the Board of  Directors,  the  reverse  stock  split
          became  effective for  stockholders of record as of November 22, 2004.
          Stock  certificates  representing  pre-split  denominations  could  be
          exchanged  for  stock   certificates   representing   the   post-split
          denominations,   at  the  election  of   stockholders,   as  mandatory
          certificate  exchange was not  required.  Common stock and  additional
          paid-in  capital at December  31, 2004 were  restated to reflect  this
          split.  The number of common shares issued at December 31, 2004, after
          giving effect to the split, was determined to be 664,007  (165,853,058
          shares issued before the split),  including 595 shares estimated to be
          issued to fractional stockholders.

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

          On June 23, 2005,  the Company issued  100,000  post-split  shares for
          legal  services  pursuant  to a certain  Legal  Services  Compensation
          Agreement.

Note 14 - Series A Preferred Stock Financing Agreement

          On November  30, 2006,  the Company  entered into a Series A Preferred
          Stock  and  Common  Stock  Warrant   Purchase   Agreement   ("Purchase
          Agreement") with W.C. Payne  Investments,  L.L.C.  and FAX/MACC,  L.P.
          (the "Investors")  pursuwhich the Company sold to Investors  1,500,000
          shares of the Company's  Series A Preferred  Stock at a price of $1.00
          per share,  as well as warrants to  purchase  9,113,387  shares of the
          Company's  common  stock at an  exercise  price of $0.01  per  warrant
          share.  Under  the  terms of the  Purchase  Agreement,  the  Investors
          purchased 1,500,000 of the preferred shares on November 30, 2006, with
          an  additional  1,500,000  preferred  shares to be  purchased in three
          increments  of 500,000,  conditioned  on the  satisfaction  of certain
          financial  benchmarks set forth in the Purchase Agreement on March 31,
          June 30, and  September 30, 2007.



                                      F-28
<PAGE>


Note 14 - Series A Preferred Stock Financing Agreement (continued)

          Holders of the preferred stock are entitled to receive cumulative cash
          dividends, out of any assets legally available, at the rate of 10% per
          annum (of the  original  per share  issue price of $1.00) per share of
          preferred  stock,  accrued and compounded on a quarterly  basis.  Such
          dividends  will have  preference  over any payment or declaration of a
          dividend or other  distribution  on the Company's  common  stock.  The
          preferred  stock is also subject to a mandatory  conversion  provision
          whereby,  upon the determination  that a holder of the preferred stock
          is a "Non-Participating Holder", as defined in the Purchase Agreement,
          any  preferred  stock of such holder will be  automatically  converted
          into shares of common stock on a 1:1 basis.

          The Company did not achieve its  benchmarks for the period ended March
          31, 2007; however, the Investors waived the benchmarks for this period
          and  during  April  the  Company  received  the  first  of  the  three
          subsequent  tranches  of  $500,000  in  cash  as  contemplated  by the
          November 30, 2006 financing transaction.

          Effective   November  30,  2006,  in  connection   with  the  Purchase
          Agreement,  the  Company  entered  into a  Series  A  Preferred  Stock
          Investors' Rights Agreement  ("Investors'  Rights Agreement") with the
          Investors.  Pursuant to the Investors' Rights  Agreement,  the Company
          agreed to file a  registration  statement  covering  the resale of all
          issued shares of the Company's common stock and shares of common stock
          issuable upon  conversion or exercise of any  convertible  securities,
          warrants,  or options  that are held by the  Investors to be effective
          within  eighteen (18) months of the effective  date of the  Investors'
          Rights Agreement; and the Company also granted piggy-back registration
          rights  with  respect  to the  resale of any  issued  shares of common
          stock,  or shares of common stock issuable upon conversion or exercise
          of  any  convertible  securities,  warrants  or  options  held  by the
          Investors  but  not  covered  by  the   above-mentioned   registration
          statement.

          The Company also entered into a  Stockholders'  Agreement  between the
          Company,  the  Investors,  and the Company's  three  principal  common
          stockholders ("Stockholders") which provides, among other things:

          a)   The  Investors  and the  Company  will have first  offer  rights,
               providing  that,  with limited  exceptions,  should a Stockholder
               desire to transfer any of his shares, such Stockholder must first
               offer shares to the Investors and then to the Company.

          b)   The Investors are to be granted a co-sale right,  giving them the
               option to include their shares in any proposed sale of common



                                      F-29
<PAGE>


Note 14 - Series A Preferred Stock Financing Agreement (continued)



               stock that,  when  aggregated  with all other transfers of common
               stock,  represents at least ten percent (10%) of the  outstanding
               shares of the Company's common stock.

          c)   Any  Investor  or group of  Investors  desiring  to transfer to a
               third  party  substantially  all of the shares  and common  stock
               equivalent  shares  held by them,  which  shares of common  stock
               equivalent  shares represent at least fifty percent (50%) of each
               of  their  respective  classes  of the  Company's  stock,  hold a
               compelled sale right  providing that, in the case of such a sale,
               any non-selling  minority  stockholders  will, at the election of
               the selling  Investors,  be required to transfer  their shares to
               the  third-party  purchaser upon the same terms and conditions as
               the selling Investors.

          d)   All  Stockholders  and  Investors  are to be  granted  preemptive
               rights,  providing that, with limited exceptions,  if at any time
               the  Company  proposes  to issue and sell any common  stock,  the
               Company  must first offer such common  stock to each  Stockholder
               and Investor.

Note 15 - Incentive Plan

               In October  2006,  the  stockholders  of the Company  adopted the
               Mortgage Assistance Center Corporation 2006 Equity Incentive Plan
               (the  "Plan"),  which allows the Company to grant stock  options,
               restricted stock and performance  awards to officers,  directors,
               key employees and  consultants.  The Plan will be administered by
               the Company's board of directors or committees  thereof.  Subject
               to  adjustment  as  provided in the Plan,  the maximum  aggregate
               number of shares that may be issued  under the Plan is  4,250,000
               shares of common stock, provided, however, that (i) the aggregate
               number of shares that may be issued as  restricted  stock may not
               exceed 1,062,500 and (ii) the aggregate number of shares that may
               be issued under statutory stock options may not exceed 2,000,000,
               and (iii) the aggregate number of shares that may be issued under
               non-statutory stock options may not exceed 1,187,500.  Subject to
               adjustment  as  provided  in the Plan,  the  aggregate  number of
               shares  that may be  issued  to any  individual  under  the Plan,
               whether  issued  under  options or  restricted  stock,  shall not
               exceed  1,000,000.   The  Plan  will  continue  in  effect  until
               terminated;  however,  no incentive stock options or other awards
               will be  granted  under the Plan after 10 years from the date the
               Plan was approved by the Company's stockholders.



                                      F-30
<PAGE>


Note 15 - Incentive Plan (continued)

               The per share exercise price for shares to be issued  pursuant of
               the  exercise  of an  option  will be  determined  by the  Board;
               however,  each option will be granted at an exercise  price equal
               to no less than the fair  market  value of a share on the date of
               grant,  except that the case of an incentive stock option granted
               to an employee who, at the time the option is granted, owns stock
               possessing  more than 10  percent  of the total  combined  voting
               power of all  classes  of stock of the  Company  or any Parent or
               Subsidiary,  each  incentive  stock option shall be granted at an
               exercise  price  equal to no less  than  110% of the fair  market
               value of a share on the date of grant.

               Under  the  provisions  of the  Plan,  and  pursuant  to Board of
               Directors  approval on November  28,  2006,  the Company  granted
               statutory  options  (e.g.  incentive  stock  options) for 223,400
               shares of common stock to various  employees in consideration for
               employment  with and  services  provided  to the  Company.  These
               options were issued with an exercise price of $0.85 which was the
               closing  trading price per share on the date of the grant.  These
               options were 100% fully vested and exercisable at the date of the
               grant,  and may be  exercised  at any time  through  November 28,
               2011.  The fair  value  of  these  options  was  determined  by a
               commercially   available  software  product  utilizing  a  proven
               trinomial lattice valuation methodology.  Based on this analysis,
               the  value  of  the  options  at  grant  was   determined  to  be
               approximately $0.37. Allowing for potential future forfeitures, a
               non-cash compensation expense of $83,571 was recorded for 2006.

               Under  the  provisions  of the  Plan,  and  pursuant  to Board of
               Directors  approval on November  28,  2006,  the Company  granted
               non-statutory  options (e.g.  non-  qualified  stock options) for
               834,800  shares  of  common  stock  to  various   individuals  in
               consideration  for prior employment and / or consulting  services
               provided  to the  Company.  These  options  were  issued  with an
               exercise  price of $0.85 which was the closing  trading price per
               share on the date of the  grant.  These  options  were 100% fully
               vested  and  exercisable  at the  date of the  grant,  and may be
               exercised at any time through  November 28, 2011.  The fair value
               of these  options  was  determined  by a  commercially  available
               software product  utilizing a proven trinomial  lattice valuation
               methodology.  Based on this analysis, the value of the options at
               grant was  determined  to be  approximately  $0.38.  Allowing for
               potential future forfeitures,  a non-cash compensation expense of
               $318,466 was recorded for 2006.

               In connection with three year employment  agreements entered into
               between  the  Company  and  two of  its  principal  officers  and
               stockholders  on November  30, 2006,  the  officers  were granted
               incentive  stock options for 600,000 shares of common stock under
               the Plan. One third of such incentive  stock options will Note 15
               - Incentive Plan (continued)



                                      F-31
<PAGE>


               become  exercisable upon each successive  anniversary date of the
               employment agreements, provided that the officers are employed by
               the  Company  on each such  anniversary  date.  The fair value of
               these options was determined by a commercially available software
               product   utilizing   a  proven   trinomial   lattice   valuation
               methodology.  Based on this analysis, the value of the options at
               grant was  determined  to be  approximately  $0.45.  All non-cash
               compensation expense for this issuance will occur in future years
               pursuant to vesting.

               The company entered into two year employment  agreements upon the
               hiring of a new President and Chief Financial Officer in February
               and March  2007,  respectively.  The new  officers  were  granted
               incentive  stock  options for  1,750,000  shares of common  stock
               under the Plan, with one third of such options  exercisable  upon
               execution of the  employment  agreements,  and the  remaining two
               thirds  becoming  exercisable,  one third  upon  each  successive
               anniversary date,  provided that the officers are employed by the
               Company on each anniversary date. The fair value of these options
               was  determined  by a  commercially  available  software  product
               utilizing a proven trinomial lattice valuation methodology. Based
               on this analysis,  the  weighted-average  value of the options at
               grant was  determined  to be  approximately  $0.43.  Allowing for
               potential future forfeitures,  non-cash  compensation  expense of
               $246,371 was recorded for the quarter ended March 31, 2007,  with
               the  remaining  compensation  expense  to occur in  future  years
               pursuant to vesting.

Note 16 - Common Stock Warrants

               On  November  30,  2006,  the  Company  entered  into a  Series A
               Preferred Stock and Common Stock Warrant Purchase  Agreement (See
               Note 14), in which warrants to purchase  9,113,387  shares of the
               Company's  common  stock at an  exercise  price of $.01 per share
               were issued to the  Investors.  The  warrants may be exercised at
               any time  through  November  30,  2016.  The fair  value of these
               warrants was  determined  by a  commercially  available  software
               product   utilizing   a  proven   trinomial   lattice   valuation
               methodology. Based on this analysis, the value of the warrants at
               grant was determined to be $1.00 per warrant  share.  In addition
               to the above warrants,  the Company issued "Back-End Warrants" to
               the  Investors  to  purchase  2,700,262  shares of the  Company's
               Common  stock at an exercise  price of $0.01 per share.  However,
               the Back-End warrants are only exercisable to the extent that the
               Company  fails to  achieve  certain  financial  benchmarks  as of
               December 31, 2007.

               In addition to the warrants  described  above, the Company issued
               150,000  warrants  to the  Investors  in  connection  with  their
               appointment to the Company's


                                      F-32
<PAGE>


Note 16 - Common Stock Warrants (continued)

               board of directors. These warrants have an exercise price of $.39
               per  share,  which  price may be  adjusted  with the terms of the
               warrants. The Company ascribed a value of $0.62 per warrant share
               to  these  warrants  using  previously  noted  trinomial  lattice
               valuation model. These warrants expire November 30, 2016.

               The Company also issued warrant  certificates  for 467,000 shares
               of common stock to its legal counsel and for 150,000  shares to a
               financial advisor,  both at an exercise price of $0.39 per share,
               subject  to  adjustment  in  accordance  with  the  terms  of the
               warrants.  The Company valued these warrants at $0.62 per warrant
               share  using the  trinomial  lattice  valuation  methodology  and
               recorded them as a component of additional paid-in-capital. These
               warrants expire on November 30, 2011.

               At March 31, 2007,  the Company had an  obligation to a financial
               consultant  pursuant to a June 19, 2006 Consulting  Agreement for
               an equity compensation fee of $96,856,  representing five percent
               (5%) of the  amount of monies  loaned to the  Company  by lenders
               procured by the consultant.  The equity compensation fee is to be
               converted to a share basis according to the closing trading price
               per share on the date each individual  funding tranche closes and
               paid in the form of five-year  common stock purchase  warrants of
               the Company with an aggregate fair market value equivalent to the
               equity  compensation  fee earned.  The warrants  when issued will
               have  an   exercise   price  of  $.10  per  share.   The  warrant
               certificates for this obligation have not yet been issued.

Note 17 - Share-Based Compensation

               At March 31, 2007,  the Company had granted  stock  options for a
               total of  3,508,200  shares of common stock under its 2006 Equity
               Incentive  Plan  and  had  also  granted  common  stock  purchase
               warrants   for  914,674   shares  (See  Notes  15  and  16).  All
               outstanding  options  and  warrants  were  granted  on  or  after
               November 28, 2006. Any previous agreements with employees, former
               employees or consultants were cancelled.  The total  compensation
               cost that has been  charged  against  income for all such options
               and warrants granted was $248,332 for the quarter ended March 31,
               2007 and  $992,182  for the year ended  December  31,  2006.  The
               share-based  compensation  expense  increased  the basic loss per
               share by $0.02 for the quarter  ended March 31, 2007.  The result
               reflects  no  related  tax  benefit  due  to the  Company's  full
               valuation  allowance on its deferred tax assets.  As of March 31,
               2007,  there was  $823,341  of  compensation  expense  related to
               non-vested  share awards that is expected to be recognized over a
               period of three years.



                                      F-33
<PAGE>


Note 17 - Share-Based Compensation (continued)

               All of the options and warrants  granted,  with the  exception of
               the options for 2,450,000 shares under employment agreements with
               four  officers  and an  employee,  were fully vested at the grant
               date.

               The lattice (trinomial) option-pricing model was used to estimate
               the fair value of options and  warrants at grant date in 2006 and
               2007. The  weighted-average  grant date fair value of options and
               warrants granted in 2006 and 2007 and the significant assumptions
               used in determining  the underlying  fair value of each option or
               warrant grant, on the date of the grant were as follows:

                  Weighted-average grant date
                  fair value of options and warrants
                  granted                                      $0.80

                  Assumptions:
                    Risk-free rate of return                   5.0%
                    Expected life                              5 years
                    Weighted-average volatility                91.7%
                    Expected dividend yield                    0.0%

               The  risk-free  rate of  return is  estimated  based on the yield
               curve of Constant  Maturity Treasury ("CMTs") as published by the
               U.S. Treasury Department.  These rates are projected over a range
               of future  maturity  dates based on the closing market bid yields
               on actively  traded Treasury  securities in the  over-the-counter
               market.

               The Company's assumed dividend yield of zero is based on the fact
               that  it has  never  paid  cash  dividends  and  has  no  present
               intention to pay cash dividends.

               Since  adoption of SFAS 123(R) on January 1, 2006,  the  expected
               share-price  volatility  assumption  used by the Company has been
               based  on a blend  of  implied  volatility  in  conjunction  with
               calculations of the Company's historical volatility as determined
               by various mathematical models for calculating volatility.  These
               values are then adjusted over a five-year period  coinciding with
               the anticipated life of the options. Based on counsel provided by
               a third-party  consultant,  the Company believes this methodology
               will result in the best estimate of expected volatility.

               The lattice  option-pricing model also allows assumptions for the
               sub-optimal   exercise  of  vested   shares  prior  to  the  full
               expiration term of the option.




                                      F-34
<PAGE>



Note 17 - Share-Based Compensation (continued)

         The Company's assumption for this parameter has been based on published
         research which establishes the sub-optimal exercise event as a multiple
         of the exercise price of vested shares.

Note 18 - Commitments

               Consulting Contracts:

               The Company  had  contracted  with RJ Falkner & Company,  Inc. to
               provide  consulting  services  in  regard  to  preparation  of  a
               Research  Profile on the Company,  distribution  of such reports,
               identification  of potential  institutional  investors  and other
               matters  related to  investor  relations.  The  contract  was for
               twelve months, and was to continue monthly after January 15, 2006
               unless  cancelled  by  either  party.  Under  the  terms  of  the
               contract, RJ Falkner & Company, Inc. was to be compensated $3,000
               monthly and issued 50,000  shares of MACC common stock.  MACC had
               agreed  to   register   these   shares  with  the  SEC  upon  the
               registration  of any other shares or within  twenty-four  months,
               whichever  occurred first.  This contract has been terminated and
               the parties are engaged in a current legal  proceeding to achieve
               a resolution.  The potential  amount of any likely  settlement or
               legal remedy is not  anticipated  to be a materially  significant
               amount.

               Mortgage  Assistance Center Corporation signed a Letter Agreement
               dated   November  29,  2006  with  Michael  Caolo  &  Associates,
               Attorneys and Counselors  ("Caolo") as a non-exclusive  legal and
               business  advisor  and  consultant  in the  position  of  General
               Counsel  for MACC from the date of the Letter  Agreement  through
               the  calendar  year 2007 to provide  legal and  business  advice,
               counsel and services in connection  with the  coordination of all
               legal  matters  of  MACC,  including  coordination  with  special
               securities  counsel  for S. E.  C.  reporting  requirements,  and
               including  but  not  limited  to  possible  private   placements,
               mergers,  consolidations,   recapitalizations,   acquisitions  or
               purchases of assets or equity interests, or similar transactions.
               The Letter Agreement can be automatically  renewed after December
               2007 on the same basis unless either party  provides  thirty days
               prior  written  notice of  termination  to the other  party.  For
               services  rendered,  MACC agreed to pay Caolo a monthly  retainer
               fee of $6000  per month  during  the term of this  agreement.  In
               consideration  for the  effort  expended,  the  quality  services
               rendered,  the results  achieved and the new resources  developed
               for MACC, Caolo is entitled to additional  compensation of equity
               in MACC  ("Equity  Fee") in the form of a five year common  stock
               purchase warrant for four hundred sixty-seven  thousand (467,000)
               shares of common  stock of MACC for no  additional  consideration
               other than an exercise



                                      F-35
<PAGE>


Note 18 - Commitments (continued)

               Consulting Contracts: (continued)

               price of fair  market  value to be paid by  Caolo  whenever  such
               common stock purchase warrant is exercised.  The Letter Agreement
               establishes  that this common stock purchase  warrant for 467,000
               shares of common stock of MACC is partially being made in lieu of
               and as a  replacement  for that  certain  previous  common  stock
               purchase  warrant for 317,000 shares of common stock of MAC which
               was,  through  mutual  mistake,  erroneously  set  forth  in  the
               previous Agreement dated September 1, 2005, between Michael Caolo
               & Associates and MAC, the subsidiary, instead of MACC, the parent
               corporation, which was the intended proper party.

               On November 27, 2006, the Company  executed a Letter Agreement to
               retain Parkwood Advisors,  L.L.C. ("Parkwood") as a non-exclusive
               financial and business  advisor to MACC.  Scope of the consulting
               services  contemplated  under this  agreement  include  providing
               counsel  and  services to support the  turnaround  leadership  of
               MACC;  capitalization  and  financing;  use of  cash  and  use of
               investment proceeds; business plan and financial projections; SEC
               filings;  and other special  projects  related to supporting  the
               growth of the business  including M&A,  compliance,  and internal
               business process  improvements as mutually agreed. This Agreement
               established  a term  commencing  on  December  1,  2006,  through
               December 31, 2007, unless either party provides thirty days prior
               written notice of  termination  to the other party.  For services
               rendered  MACC  will pay  Parkwood  a monthly  retainer  of three
               thousand  dollars  ($3000) per month.  In  consideration  for the
               effort expended,  the quality  services  rendered and the results
               achieved,  Parkwood shall be entitled to additional  compensation
               of  equity  in MACC  ("Equity  Fee") in the  form of a five  year
               common  stock  purchase  warrant for one hundred  fifty  thousand
               (150,000)   shares   of  common   stock  of  for  no   additional
               consideration  other than an exercise  price of fair market value
               to be  paid by  Parkwood  whenever  such  common  stock  purchase
               warrant is exercised.  The Letter Agreement establishes that this
               common stock purchase  warrant for 150,000 shares of common stock
               of MACC is partially  being made in lieu of and as a  replacement
               for that  certain  previous  common  stock  purchase  warrant for
               100,000  shares of common  stock of  Mortgage  Assistance  Center
               Corporation  which was set forth in the previous Letter Agreement
               dated May 5, 2006, between Parkwood Advisors, LLC and MACC.




                                      F-36
<PAGE>





Item 2. Management's Discussion and Analysis or Plan of Operation.

The following  discussion and analysis  should be read in  conjunction  with the
Consolidated  Financial  Statements  and  Notes  thereto,  and  other  financial
information  included  elsewhere  in this  Form  10-QSB.  This  report  contains
forward-looking statements that involve risks and uncertainties.  Actual results
in future periods may differ  materially from those expressed or implied in such
forward-looking  statements as a result of a number of factors,  including,  but
not  limited to, the risks  reported  under the  heading  "Risk  Factors" in the
Company's annual report Form 10-KSB for the year ended December 31, 2006.

Business Overview:

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

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

The Company generates revenue through three primary  activities  including:  (a)
immediate  resale of its mortgage notes to other investors;  (b)  rehabilitating
the note to performing status and reselling it to a secondary investor;  and (c)
foreclosing  or obtaining a  deed-in-lieu  of  foreclosure  on  properties  that
continue  to be  non-performing  and then  either  renting or  selling  the real
estate.  Historically,  the  proportion  of  the  Company's  revenue  generating
activities  has been heavily  weighted  toward the immediate  resale of mortgage
notes to other  investors.  Over  time and with  increased  capitalization,  the
Company's  expects its revenue mix will  include  more  instances  of  reforming
notes,  collecting  "short-sale" payments where the owner-occupant  successfully
pays off the note, and foreclosure  activity.  The Company believes that current
and future  market  conditions  signal an  increasing  rate of  foreclosures  of
residential properties.  Accordingly, the Company anticipates increased business
opportunities from this segment.

Secondarily,  MAC generates additional revenue via servicing fees charged to its
various partnerships through which MAC maintains an equity ownership position in
a commonly owned note pool.  After the Company acquires a loan or pool of loans,
the process of resolution  begins with the borrower,  changing the status of the
non-performing  loans into either  performing  loans or  foreclosing on the real
estate.  The  Company  may  resell  a  portion  of its  re-performing  loans  in
various-sized  loan pools. The Company may foreclose on certain  properties when
loans held in its portfolio continue to be in default.  As a result, the Company
will be  engaged  in owning  single-family  dwellings  and  possibly  other real
estate. Such foreclosed real estate may be held,  rehabilitated where necessary,
and  sold.  The  Company  has  historically   sustained  recurring  losses  from
operations  and had an accumulated  stockholders'  deficit as of March 31, 2007.
The Company has historically  financed the acquisition of its loan pools through
various  profit  participation  entities  directly with investors and by issuing
promissory  notes to individuals and investment  entities.  These  circumstances
create  substantial risk regarding the Company's  ability to continue as a going
concern and are discussed in this section and elsewhere in this Form 10-QSB.



                                                                    Page 1 of 14
<PAGE>


Liquidity and Capital Resources:

As of March  31,  2007,  the  Company  lists  cash on hand in banks of  $791,447
compared to cash on hand of $1,205,120  reported as of December 31, 2006.  Total
assets of $9,355,156 are recorded as of March 31, 2007, compared to total assets
of $9,553,085 reported as of December 31, 2006.

Of the total assets of MACC, the portion  consisting of portfolio  assets (which
includes  purchased  sub-prime  and  non-performing  mortgage  notes  and  other
foreclosed property which the Company subsequently reforms or resells) is listed
at the total actual  acquisition  cost basis,  plus accrued  servicing costs and
payments,  if any. As of March 31, 2007, the Company reports portfolio assets of
$6,946,760,  net of an impairment reserve of $355,883.  This represents a slight
increase of $148,251 over the net portfolio  assets  reported as of December 31,
2006. On a fully consolidated basis, if MACC's total portfolio assets were to be
stated at an  estimated  fair market  value of the  underlying  properties,  the
Company  anticipates  that these  properties would have an estimated fair market
value of approximately $17,400,000.

As a function of its ongoing  operations,  the Company acquired various pools of
mortgage  notes from various  sources  throughout the year.  These  acquisitions
included  both  mortgage  notes and  properties  on a real  estate  owned  basis
("REOs")  acquired for the Company's own portfolio as well as mortgage notes and
REOs acquired  directly by the Company's  various  investment  partnerships  for
their respective  portfolios.  In total, these combined  acquisitions during the
first  calendar  quarter of 2007 included a total of 25 mortgage  notes or REOs.
The total  aggregate  initial  acquisition  costs,  including  closing costs and
administrative  fees,  for mortgage  notes and REOs acquired  during the quarter
were approximately $770,000.

Based on current market conditions and anticipated future market conditions, the
Company  expects  an  increasing  number of large  pools of  mortgage  notes and
foreclosed  properties  to become  available  for purchase over the next several
years. The Company's ability to participate at a meaningful level in this market
is dependent on adequate capitalization.

In addition to the Company's  portfolio assets  maintained for sale, the Company
also lists property and equipment  including land,  building  improvements,  and
office furniture and equipment of $1,357,388, net of accumulated depreciation of
$85,581. Going forward, the Company anticipates investing approximately $200,000
during the second calendar quarter for capital expenditures  associated with its
move into a new  corporate  office  (including  certain  information  technology
improvements) and expects to invest an additional  $200,000 during the remainder
of the year for upgrades to its information systems.

As of March 31, 2007,  the Company  reported total  liabilities of  $10,426,716,
including total current liabilities of $2,044,004; long-term debt of $2,809,780;
and minority interests in investment partnerships of $5,572,932.  The $5,572,932
in minority interests reflects the fifty percent (50%) ownership interest in the
various  joint  ventures,   single-purpose   entities  or  profit  participation
agreements that the Company actively manages and materially participates in. The
accounting treatment for these minority interests is discussed in greater detail
in the Notes to the Financial Statements and elsewhere in this Form 10-QSB.

Included in the current liabilities of $2,044,004 are two,  non-interest bearing
loans  from  minority  interest  partners  in one of  the  Company's  investment
partnerships.  First,  $1,320,136 of the total  current notes payable  amount is
attributed to MAP/MAC,  L.L.C.  Principal from this note is to be repaid through
the  distribution  of net proceeds  derived from the sale of mortgage  notes and
properties owned by this entity. This note does not have a set maturity date and
the Company  anticipates  that the  principal  will be repaid over time  through
normal  operations.  Second,  an  additional  $42,179 of the total current notes
payable  amount is attributed  to a similarly  structured  profit  participation
agreement  with an  individual  investor who will be repaid from the proceeds of



                                                                    Page 2 of 14
<PAGE>

sales of the underlying  jointly-owned  assets when and if these are sold.  This
second note is due during 2007.

Other current liabilities reported as of March 31, 2007, include $24,500 for the
current  portion of  mortgages  payable;  $285,352 in accounts  payable to trade
vendors  and  others;  $106,751  in accrued  fees and wages;  $96,856 in accrued
stock-based compensation; and $168,230 in other accrued liabilities.

Long-term  debt  consists  of notes  payable  to  individuals  and  others,  and
mortgages  payable.  The long-term notes payable include promissory notes issued
for the  purpose  of  acquiring  pools  of  non-performing  mortgage  notes  and
properties.  Historically, the Company has financed the purchase of its mortgage
notes and properties through two primary means:  first,  through the issuance of
debt to individuals or small investment partnerships; and second, by forming and
materially  participating in various  investment  partnerships.  Pursuant to the
terms of the Company's Series A Preferred Stock financing  transaction described
in the Notes to the Financial  Statements and elsewhere in this Form 10-QSB, the
Company  successfully  completed the  restructuring  or  elimination  of certain
promissory notes and other short-term loans with current or past-due maturities.
This  restructuring  of the Company's  prior  promissory  notes,  as well as the
continued  issuance of new long-term  promissory notes,  results in a balance of
$1,778,875  in long-term  notes  payable as of March 31, 2007.  These notes have
various  maturity  dates,  the  earliest of which  occurs in  September  2008. A
detailed  schedule  of these  long-term  notes  and  their  respective  terms is
provided in the Notes to the Financial Statements section of this Form 10-QSB.

As further described in Note 9 in the Financial Statements,  the Company reports
total  mortgages  payable of  $1,030,905,  which  includes a  long-term  portion
consisting of $985,117 for the remaining  mortgage balance due on the Metromedia
property; a $70,288 mortgage balance due for an individual  residential property
the Company  currently  owns and  intends to sell;  less,  a current  portion of
mortgages payable of $24,500.

The equity  section of the balance sheet shows the effect of the recent Series A
Preferred  Stock  financing,  with  1,500,000  shares  of  Series A  Convertible
Preferred Stock  ("Preferred  Stock") issued and outstanding  corresponding to a
preferred  capital  stock  entry  of  $1,500.  The  Company  also has a total of
12,725,124  shares of common stock issued and  outstanding as of March 31, 2007,
with a  corresponding  common  capital  stock entry of $12,726;  and  additional
paid-in  capital of  $2,728,836.  As of March 31,  2007,  and as a result of the
continued  operating  losses  during the quarter,  the Company  shows a retained
earnings  deficit of ($4,159,082)  and a total  stockholders'  equity deficit of
($1,071,560), bringing the total liabilities and stockholders' equity balance to
$9,355,156.

Management's Plans to Raise Capital:

The  continued  operations  of the  Company  will be largely  influenced  by its
ability to raise capital for the  acquisition  of mortgage  pools and to provide
working capital to fund operating  expenses of the Company until the Company can
achieve consistent earnings performance.  As a fundamental part of the Company's
financing  strategy,  the Company  entered  into a Series A Preferred  Stock and
Common Stock Warrant Purchase Agreement  ("Purchase  Agreement") on November 30,
2006 with W.C. Payne  Investments,  L.L.C. and FAX/MACC,  L.P. (the "Investors")
pursuant to which the Company  sold to Investors  1,500,000  shares of Preferred
Stock at a price of $1.00 per share,  as well as warrants to purchase  9,113,387
shares of the Company's  common stock at an exercise  price of $0.01 per warrant
share.  Under the  terms of the  Purchase  Agreement,  the  Investors  purchased
1,500,000  shares of Preferred  Stock on November 30, 2006,  with an  additional
1,500,000 preferred shares to be purchased in three increments of 500,000 shares
each,  conditioned on the satisfaction,  on March 31, June 30, and September 30,
2007,  of certain  financial  benchmarks  set forth in the  Purchase  Agreement.
Holders  of  the  Preferred  Stock  are  entitled  to  receive  cumulative  cash
dividends, out of any assets legally available, at the rate of 10% per annum (of



                                                                    Page 3 of 14
<PAGE>

the  original  per share issue  price of $1.00),  accrued  and  compounded  on a
quarterly  basis.  Such  dividends  will have  preference  over any  payment  or
declaration of a dividend or other  distribution on the Company's  common stock.
The Company did not achieve its  benchmarks for the period ended March 31, 2007;
however,  the Investors  waived the  benchmarks for this period and during April
2007,  the  Company  received  the first of the  three  subsequent  tranches  of
$500,000 in cash as contemplated by the November 30, 2006 financing transaction.

The Company continues to explore  opportunities to secure additional  sources of
debt financing as a means of more cost  effectively  acquiring pools of mortgage
notes and foreclosed  properties.  The Company anticipates that it will continue
to depend on external  financing  in the  foreseeable  future,  and it cannot be
assured that adequate  financing will be available at all or at terms acceptable
to management. These conditions are described in more detail in this section and
elsewhere throughout this Form 10-QSB and previous filings.

Previously,  on October 20,  2005,  the Company  executed  two  agreements  with
Mercatus & Partners,  L.P.  providing  for the  purchase of a combined  total of
1,532,568  shares of common stock  (currently  held in escrow by the  investment
banking firm of Brown Brothers  Harriman) and the combined gross proceeds to the
Company of $2,000,000 through a complex overseas transaction  involving a number
of European  banking  institutions.  This agreement is subject to and contingent
upon a substantial  number of conditions beyond the control of the Company,  and
as of the date of this  filing,  the Company has  received no funding from these
agreements.  Consequently,  the Company considers these  transactions to be void
for  reasons of the  non-performance  of  Mercatus  &  Partners,  L.P.,  and the
Company's legal counsel has initiated the termination of these agreements.

Results of Operations:

Revenues

For the quarter  ended March 31,  2007,  the Company  recorded  gross  operating
revenues  of  $1,338,775.  This  includes  total  sales of  portfolio  assets of
$1,119,449;  servicing  fees and  commissions  from  affiliates  and  others  of
$114,396;  rental income of $53,004;  and other miscellaneous income of $51,926.
The Company  reports net  operating  revenue by deducting  the cost of portfolio
assets sold from gross operating revenues. For the quarter ended March 31, 2007,
the Company  lists  $658,781 in net operating  revenues.  This compares to gross
operating  revenues for the same quarter in the prior year ended March 31, 2006,
of $246,985 and net operating revenues of $90,802.

Operating Expenses

The Company records $1,043,601 in total operating expenses for the quarter ended
March 31, 2007. Total salaries,  wages and contract labor expenses for the first
calendar quarter of 2007 were $598,034 compared to $214,493 recorded during same
calendar  quarter ended March 31, 2006. This increase is driven primarily by the
addition of key management team members and by the non-cash compensation expense
recognized  by  the  Company  for  various  grants  of  options  awarded  to key
management  employees and contractors  under the Company's Equity Incentive Plan
and as disclosed in the Notes to the Financial  Statements and elsewhere in this
Form 10-QSB.  Going forward the Company  anticipates the need to hire additional
key sales and  operations  personnel to drive growth and increase  productivity.
Other  miscellaneous   operating  expenses  recorded  for  the  quarter  include
depreciation  and  amortization  expense of $12,113,  and a charge for bad debts
expense of $107,594.

Other selling,  general and administrative  expenses for the quarter ended March
31, 2007, were $325,860  compared to $155,335 for the first calendar  quarter of
2006.  This increase is driven  primarily by the non-cash  compensation  expense



                                                                    Page 4 of 14
<PAGE>

recognized  by the Company for various  grants of warrants  issued to  advisors,
consultants and Directors as disclosed in the Notes to the Financial  Statements
and elsewhere in this Form 10-QSB. This increased SG&A expense also reflects the
impact of additional  transaction-related  costs incurred  pursuant the Series A
Preferred  Stock  financing  and  scaling  of other  normal and  customary  SG&A
expenses.

As a result,  the Company  recorded an operating  loss for the calendar  quarter
ended March 31, 2007, of ($384,820)  compared to an operating loss of ($284,669)
for the calendar quarter ended March 31, 2006.

Other Income and Expense

The Company reports $9,949 in interest and other income; along with ($73,492) in
interest expense and ($97,357) in other nonrecurring  expenses,  for a net total
other income and expense of ($160,900) for the calendar  quarter ended March 31,
2007.

Net Loss

The  Company  records a loss  before  minority  interests  and  income  taxes of
($545,720)  and an  additional  loss of  ($95,114)  attributed  to the  minority
interests' share of net income of investment partnerships and joint ventures for
the quarter,  for a net loss of ($640,834)  during the first calendar quarter of
2007.  This  compares  to a net loss of  ($308,489)  during  the first  calendar
quarter of 2006. On a  weighted-average  basis of the number of shares of common
stock  outstanding  for the  year,  this  equals a net loss per  share of ($.05)
during the first calendar  quarter of 2007,  compared to a net loss per share of
($.02) during the first calendar quarter of 2006.

Cash Flows:

During the  three-month  period ended March 31, 2007, the Company lists net cash
used by operating  activities  of  ($527,800).  This includes a net loss for the
quarter of ($640,834)  plus total  adjustments of $113,034 to reconcile net loss
to net cash provided by or (used by) operating activities,  as follows: increase
in portfolio assets,  ($148,251);  increase in prepaid expenses and other assets
of ($61,706); a decrease in accrued fees, wages and other accrued liabilities of
($76,619); depreciation,  $12,113; non-cash stock-based compensation,  $248,332;
profit in minority  interests in subsidiaries'  net earnings of $95,114;  and an
increase in accounts payable to trades and others of $44,051.

During this period, the company reports net cash used by investing activities of
($17,900)  which was the result of various  purchases of property and  equipment
for use in operating the business.

During the  three-month  period ended March 31, 2007, the Company lists net cash
provided by financing  activities  of  $132,027.  This  includes  the  following
sources of cash from financing activities: the proceeds from issuance of debt to
individuals   and  others  in  the  amount  of  $385,000;   and  total   capital
contributions  from minority interests  ($550,000).  This includes the following
uses of cash from financing  activities:  repayments of debt to individuals  and
others,  ($258,893);  refund of capital  contributions to minority  interests of
($514,645);  distributions to minority interests,  ($24,080);  and repayments of
mortgage loans, ($5,355).

The sources and uses of cash from operating,  investing and financing activities
result in a net decrease in cash of  ($413,673)  for the calendar  quarter ended
March 31, 2007, and results in total cash at the end of the period of $791,447.

Critical Accounting Policies and Estimates:



                                                                    Page 5 of 14
<PAGE>


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

Revenue Recognition:

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

Long-Lived and Intangible Assets:

The  Company  assesses  changes in  economic  conditions  and makes  assumptions
regarding  estimated  future cash flows in evaluating the value of the Company's
inventory of notes,  real estate,  fixed assets,  goodwill and other non-current
assets.  As these  assumptions and estimates may change over time, it may or may
not be necessary for the Company to record impairment  charges.  Under Generally
Accepted  Accounting  Principles,  the value of portfolio  assets on the balance
sheet is recorded based on actual  acquisition  costs, not the face value of the
unpaid  principle  balance  of the  mortgage  notes  receivable  or value of the
underlying  real  estate.  If assets are deemed  impaired,  those assets will be
discounted  to the net  realizable  value.  Since the Company's  business  model
consists of buying  non-performing  assets at a substantial discount to the face
value of the existing  mortgage note or property,  the acquisition cost basis of
the Company's portfolio assets has the effect of substantially  understating the
estimated  true  market  value of the  assets  when sold at retail or  wholesale
values.

Insurance:

The Company carries  directors' and officers'  insurance in addition to standard
liability  and  casualty  insurance  for the Company and its  offices.  Property
hazard  insurance on other real estate is carried on properties that the Company
deems  significant,  but is not carried on certain low value properties where it
is uneconomic to do so.

Off Balance Sheet Arrangements:


Not applicable.

Quantitative and Qualitative Disclosures about Market Risk:

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



Item 3. Controls and Procedures



                                                                    Page 6 of 14
<PAGE>


As of the end of the reporting  period,  March 31, 2007, the Company carried out
an evaluation,  under the supervision and with the  participation of management,
including the Company's Chief Executive Officer and the Chief Financial Officer,
of the effectiveness of the design and operation of the disclosure  controls and
procedures  pursuant to Rule  13a-15(e) of the  Securities  Exchange Act of 1934
(the "Exchange Act"),  which disclosure  controls and procedures are designed to
insure that  information  required to be  disclosed  by a company in the reports
that it files under the  Exchange  Act is recorded,  processed,  summarized  and
reported  within  required time periods  specified by the SEC's rules and forms.
Based upon that evaluation,  the Chief Executive Officer and the Chief Financial
Officer  concluded that the disclosure  controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in the  Company's  period SEC filings.  There were no changes in the
Company's  internal  control over  financial  reporting  during the three months
ended March 31,  2007 that  materially  affected,  or are  reasonably  likely to
materially affect, the Company's internal control over financial reporting.

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

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

The  Company  is not  aware of any  material  legal  proceeding  to  which,  any
director,  officer,  partnership interest of the Company, or any owner of record
or  beneficial  owner of more than 5% of the Company  common stock is a party to
and which would be adverse to the Company.

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

N/A

Item 3. Defaults Upon Senior Securities.

N/A

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

None

Item 5. Other Information.



                                                                    Page 7 of 14
<PAGE>


Appointment of Chief Financial Officer

The Company has retained the services of Mr. Rick Coleman as its new Senior Vice
President and Chief Financial Officer.  The Company and Mr. Coleman entered into
an employment agreement,  effective March 1, 2007, pursuant to which Mr. Coleman
will receive an annual base salary of one hundred, seventy-five thousand dollars
($175,000)  and a cash bonus equal to fifty  percent  (50%) of his base  salary,
contingent upon the Company's  meeting or exceeding the annual  financial budget
projection  approved by the Board for the applicable fiscal year, in addition to
any  bonuses  or  incentive  compensation  granted  by the  Board  in  its  sole
discretion.  The Company and Mr.  Coleman  subsequently  amended his  employment
agreement to provide that he would serve as Senior Vice President, Finance until
June 1,  2007,  at which  time he would  become the  Company's  Chief  Financial
Officer.

Upon  execution of the Coleman  Employment  Agreement,  Mr.  Coleman was granted
incentive options for a total of seven hundred,  fifty thousand (750,000) shares
of the  Company's  common  stock  under the  Company's  stock  option  plan (the
"Incentive  Stock  Options").  One third of such Incentive  Stock Options became
exercisable  upon  the  full  execution  of the  employment  agreement,  and the
remaining two thirds of such  Incentive  Stock Options shall become  exercisable
with one half of the two thirds being  exercisable on each of the subsequent two
successive  anniversary  dates of the  employment  agreement,  provided that Mr.
Coleman is employed by the Company on each such anniversary date.

Mr.  Coleman's   employment   agreement  has  a  term  of  two  (2)  years,  and
automatically  renews for  successive  one-year  periods  as of each  successive
anniversary date. Either party may terminate the agreement upon the provision of
90 days' prior written  notice to the other party.  However,  should the Coleman
Employment  Agreement  be  terminated  by the Company  without  good cause,  Mr.
Coleman is entitled to receive all compensation and benefits  provided under the
employment  agreement  for the  remainder  of the  calendar  year in  which  the
termination occurs and for the succeeding calendar year.

The Company  believes that Mr.  Coleman's prior experience will be essential for
supporting the Company's  growth  objectives.  Brief highlights of Mr. Coleman's
prior experience  includes serving as the President and Chief Financial  Officer
of Industrial  Cleaning  Management,  LLC from August 2002 through May 2005, and
over  fifteen  years  serving  in  various  senior  management,   financial  and
accounting positions in the retail industry.

There is no family  relationship  between  or among Mr.  Coleman  and any of our
other officers or directors.

Departure of Executive Vice President

On May 16, 2007, the Company released Mr. Dan Barnett,  the Company's  Executive
Vice President, Secretary and Treasurer. Mr. Barnett was serving under the terms
of a three-year  employment  agreement with the Company.  Under the terms of Mr.
Barnett's  employment  agreement,  if he is  released  without  "Good  Cause" as
defined in the  employment  agreement,  Mr. Barnett would be entitled to receive
payment  of  salary  and  benefits  as  if  the  employment  agreement  was  not
terminated.  As Mr.  Barnett's  release by the Company was not for "Good Cause",
Mr.  Barnett will  continue to receive  payments of salary and benefits  through
December  31,  2010.  Pursuant  to the  terms of the  Series A  Preferred  Stock
Financing Agreement, Mr. Barnett was named a Director of the Company and he will
continue to serve in this capacity.





                                                                    Page 8 of 14
<PAGE>

Item 6. Exhibits.


  Exhibit No.     Exhibit Name:

   10.1        Elf Fork  Capital,  L.L.C.  -  Operating  &  Servicing  Agreement
               Template

   31.1        Chief Executive Officer - Section 302  Certification  pursuant to
               the Sarbanes-Oxley Act of 2002

   31.2        Chief Financial Officer - Section 302  Certification  pursuant to
               the Sarbanes-Oxley Act of 2002

   32.1        Chief Executive Officer - Section 906  Certification  pursuant to
               the Sarbanes-Oxley Act of 2002

   32.2        Chief Financial Officer - Section 906  Certification  pursuant to
               the Sarbanes-Oxley Act of 2002












                                                                    Page 9 of 14
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SIGNATURES

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

                                          MORTGAGE ASSISTANCE CENTER CORPORATION




Date: May 21, 2007                        By:    /s/ Ron Johnson
                                               ---------------------------------
                                                 Ron Johnson,
                                                 President and
                                                 Chief Executive Officer



Date: May 21, 2007                        By:    /s/ Dale Hensel
                                               ---------------------------------
                                                 Dale Hensel,
                                                 Chief Financial Officer
                                                 (principal accounting officer)






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