UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   Form 10-QSB
                                   (Mark one)


[X] Annual  Report Under Section 13 or 15(d) of The  Securities  Exchange Act of
                                      1934

                 For the quarterly period ending March 31, 2006

[_] Transition  Report Under Section 13 or 15(d) of The Securities  Exchange Act
                                    of 1934

         For the transition period from ______________ to _____________

                     Mortgage Assistance Center Corporation
        (Exact name of small business issuer as specified in its charter)

         Florida                                               06-1413994
------------------------                                ------------------------
(State of incorporation)                                (IRS Employer ID Number)
                         2614 Main St., Dallas, TX 75226
                         -------------------------------
                    (Address of principal executive offices)

                                 (214) 670-0005
                                 --------------
                           (Issuer's telephone number)

      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock - $0.001 par value



<PAGE>

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 the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

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

As of March 31, 2006,  there were  12,725,720  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes No X

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



<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                     MORTGAGE ASSISTANCE CENTER CORPORATION






                        CONSOLIDATED FINANCIAL STATEMENTS



                                       AND



                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM



                                 MARCH 31, 2006




<PAGE>

                     Mortgage Assistance Center Corporation



                                Table of Contents




                                                                            Page
                                                                            ----

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

Financial Statements
     Consolidated Balance Sheets
          as of March 31, 2006, and December 31, 2005........................F-4

     Consolidated Statements of Operations and Comprehensive Loss
          for the three months ended March 31, 2006 and 2005.................F-6

     Consolidated Statements of Cash Flows
         for the three months ended March 31, 2006 and 2005..................F-7

     Notes to Consolidated Financial Statements..............................F-9













                                      F-1
<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, 2006 and the consolidated
statements  of  operations  and  comprehensive  loss,  and  cash  flows  for the
three-month period ended March 31, 2006. These interim financial  statements are
the responsibility of the Company's management.

The consolidated  financial statements as of December 31, 2004 and for the three
months  ended  March  31,  2005 have  been  restated  to  reflect  the  business
combination  with  Mortgage  Assistance  Corporation  (a Texas  Corporation)  as
described in Note 3 to the  consolidated  financial  statements.  We  previously
audited  the  December  31, 2004  financial  statements  of Mortgage  Assistance
Corporation, and reviewed the March 31, 2005 financial statements, which reflect
total assets of $1,850,162  at December 31, 2004,  and total revenue of $121,000
for the three-month period ended March 31, 2005.

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
and a working capital deficiency at March 31, 2006. 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,  2005  financial  statements  of Mortgage  Assistance  Center
Corporation  and  Mortgage  Assistance  Corporation  were  audited  by us and we
expressed an unqualified  opinion in our report dated March 3, 2006, but we have
not performed any auditing procedures since that date.

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

Tulsa, Oklahoma
May 12, 2006



















                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
           March 31, 2006 (Unaudited) and December 31, 2005 (Audited)


                                     ASSETS
                                                         March 31,    December 31,
                                                           2006           2005
                                                        (Unaudited)     (Audited)
                                                       ------------   ------------
<S>                                                    <C>            <C>

Current Assets:
Cash and cash equivalents                              $     57,804   $     72,740
Portfolio assets, at cost (net of impairment reserve
   of $202,690)                                             769,105        832,891
Accounts receivable-related parties                          31,381         58,995
Prepaid expenses                                             19,557         30,547
                                                       ------------   ------------

Total Current Assets                                        877,847        995,173
                                                       ------------   ------------
Property and Equipment, at cost:
Furniture, equipment and computers                          103,579        103,579
Less accumulated depreciation                                35,929         30,286
                                                       ------------   ------------

Total Property and Equipment                                 67,650         73,293
                                                       ------------   ------------
Investments And Other Assets:
Investment in  MAP/MAC, LLC                                 175,293        292,536
Investment in Metromedia Partnership                         82,138         98,916
Deposits                                                      3,000          3,000
                                                       ------------   ------------

Total Investments and Other Assets                          260,431        394,452
                                                       ------------   ------------

Total Assets                                           $  1,205,928   $  1,462,918
                                                       ============   ============
</TABLE>







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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
           March 31, 2006 (Unaudited) and December 31, 2005 (Audited)



                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            March 31,     December 31,
                                                              2006            2005
                                                           (Unaudited)      (Audited)
                                                          ------------    ------------
<S>                                                       <C>             <C>
Current Liabilities:
Notes payable-individuals and others                      $  1,120,682    $  1,280,152
Accounts payable-trade                                         224,801         170,434
Accounts payable-others                                        289,784         289,784
Accrued interest payable                                        85,696          72,983
Other accrued liabilities                                      101,327          98,306
                                                          ------------    ------------

Total Current Liabilities                                    1,822,290       1,911,659

                                                          ------------    ------------
Long-term Debt:
Notes payable-individuals                                      699,744         639,105
Note payable-stockholder                                        60,574          60,574
Mortgages payable                                              151,333          71,104
                                                          ------------    ------------

Total Long-Term Debt                                           911,651         770,783
                                                          ------------    ------------

Total Liabilities                                            2,733,941       2,682,442
                                                          ------------    ------------

Commitments (Note 13)

Stockholders' Equity  (Deficit):
Common stock, par value $0.001 per share; authorized
authorized 50,000,000 shares; issued  12,725,720 shares         12,726          12,726
Additional paid-in capital                                     173,663         173,663
Retained earnings (deficit) after December 31, 2004         (1,816,562)     (1,508,073)
                                                          ------------    ------------
                                                            (1,630,173)     (1,321,684)
Subscriptions issuable                                         102,160         102,160
                                                          ------------    ------------
Total Stockholders' Equity (deficit)                        (1,528,013)     (1,219,524)
                                                          ------------    ------------

Total Liabilities and Stockholders' Equity                $  1,205,928    $  1,462,918
                                                          ============    ============
</TABLE>







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

                                      F-5
<PAGE>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
           March 31, 2006 (Unaudited) and December 31, 2005 (Audited)


                                                       Three          Three
                                                   Months Ended    Months Ended
                                                     March 31,      March 31,
                                                       2006            2005
                                                                    (Restated)
                                                   ------------    ------------
Revenues:
  Sales of portfolio assets                        $    213,884    $    121,000
  Cost of portfolio assets sold                         138,872          70,783
                                                   ------------    ------------
    Gain (loss) on sale of portfolio assets              75,012          50,217
  Servicing fees from affiliates and others              71,418          27,141
  Income (loss) from joint venture and partnership      (46,522)         83,847
  Other income (loss)                                     2,880           6,457
                                                   ------------    ------------
    Total Revenues                                      102,788         167,662
                                                   ------------    ------------

Operating Expenses:
  Salaries, wages and contract labor                    214,493         139,986
  Selling, general and administrative expenses          143,071         149,862
  Depreciation and amortization                           5,643           3,391
                                                   ------------    ------------
    Total operating expenses                            363,207         293,239
                                                   ------------    ------------

Operating loss                                         (260,419)       (125,577)

Other income (expense):
  Interest expense                                      (54,731)        (55,384)
  Merger expense                                           --          (295,000)
  Investor relations expense                              6,661            --
                                                   ------------    ------------

Loss before provision for income taxes                 (308,489)       (475,961)

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

Net Loss                                               (308,489)       (475,961)

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

Comprehensive Loss                                 $   (308,489)   $   (475,961)
                                                   ============    ============
Net loss per weighted-average share
  of common stock outstanding, calculated
  on Net Loss - basic and fully diluted            $      (0.02)   $      (0.04)
                                                   ============    ============

Weighted-average number of shares of
  common stock outstanding                           12,725,720      12,625,720
                                                   ============    ============




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, 2006 and 2005
                                   (Unaudited)



                                                                      Three Months Ended
                                                                           March 31,
                                                                       2006         2005
                                                                                 (Restated)
                                                                    ---------    ---------
<S>                                                                 <C>          <C>
Cash Flows From Operating Activities
Net loss                                                            $(308,489)   $(475,961)
                                                                    ---------    ---------
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
 Depreciation                                                           5,643        3,391
 Professional fees paid with common stock                                --           --
 (Income) loss  from joint venture                                     29,744      (83,847)
 (Income) loss from partnership                                        16,778         --
 Merger expense                                                          --        295,000
 Change in assets and liabilities:
  (Increase) decrease in portfolio assets                             145,263       34,214
  (Increase) decrease in accounts receivable from related parties      27,614        3,881
  (Increase) decrease in prepaid expenses                              10,989      (15,063)
  Increase (decrease) in bank overdraft                                  --           --
  Increase (decrease) in accounts payable                              54,367      134,590
  Increase (decrease) in accrued interest                              23,352        7,856
  Increase (decrease) in other accrued liabilities                      3,021       27,061
                                                                    ---------    ---------

Total adjustments                                                     316,771      407,083
                                                                    ---------    ---------

               Net Cash Provided (Used) by Operating Activities         8,282      (68,878)
                                                                    ---------    ---------

Cash Flows From Investing Activities

     Purchase of property and equipment                                  --         (2,500)
                                                                    ---------    ---------

                  Net Cash Used by Investing Activities                  --         (2,500)
                                                                    ---------    ---------
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
           March 31, 2006 (Unaudited) and December 31, 2005 (Audited)


                                                                   Three Months Ended
                                                                        March 31,
                                                                   2006          2005
                                                                              (Restated)
                                                                ----------    ----------
<S>                                                             <C>           <C>
Cash Flows From Financing Activities
   Proceeds from issuance of common stock                             --            --
Proceeds from issuance of debt to individuals and others            50,000        30,000
Repayment of debt to individuals and others                       (160,718)     (538,000)
Distribution from joint venture                                     87,500          --
Net advances from officers                                            --          23,392
                                                                ----------    ----------

             Net Cash Provided (Used) by Financing Activities      (23,218)     (484,608)
                                                                ----------    ----------

          Net Increase (Decrease) in Cash                          (14,936)     (555,986)

          Cash at Beginning of Period                               72,740       572,884
                                                                ----------    ----------

          Cash at End of Period                                 $   57,804    $   16,898
                                                                ==========    ==========


Supplemental Disclosures of Cash Flow Information


Cash Paid During the Period for:
Interest                                                        $   31,379    $   47,528
Income taxes                                                    $     --      $     --
</TABLE>







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

                                      F-7
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



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

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

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

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

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

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

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


                                      F-8
<PAGE>


                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)


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 and  preventing  and  detecting
         fraud. The Company's system of internal  accounting control is designed
         to assure, among other items, that 1) recorded  transactions are valid;
         2) valid transactions are recorded; and 3) transactions are recorded in
         the proper  period in a timely manner to produce  financial  statements
         which present fairly the financial condition, results of operations and
         cash flows of the Company for the respective periods being presented.

         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, 2005. 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, 2006.




                                      F-9
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)


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

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

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

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

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

         As of May 10, 2005, MACC received 6,896,556 MAC shares (92%) and 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 87.1% of the voting
         common  stock of the  Company.  Dale  Hensel  is the sole  officer  and
         director of the Company.

<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)


Note 3 - Business Combination (Continued)
         --------------------

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

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

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

         The  acquisition  of MAC  constituted  an exchange of equity  interests
         between  entities  under common control and resulted in a change in the
         reporting   entity.   This  type  of  transaction  is  not  a  business
         combination  under Statement of Financial  Accounting  Standards Number
         141 and, consequently,  has been accounted for in a manner similar to a
         pooling of interests rather than as a purchase. Accordingly, the equity
         interests that were issued to MAC  shareholders in May 2005 in exchange
         for the net  assets of MAC were  given  effect as of  January  1, 2005,
         based on the net book  value of MAC on a  historical  cost  basis.  The
         results of  operations  for the interim  period  ending  March 31, 2006
         present  the  combined  results  of MACC and MAC for that  period.  The
         results of  operations  for the three  months ended March 31, 2005 have
         been restated to furnish comparative information.





                                      F-10
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 4 - Summary of Significant Accounting Policies
         ------------------------------------------
         Description of Business:

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

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

         Principles of Consolidation:

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

         Portfolio Assets:

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

         Mortgage Note Receivable Pools:

         Mortgage  note  receivable  pools  consist   primarily  of  first  lien
         distressed  real estate based  mortgages.  The cost basis of loan pools
         acquired  consists of their  purchase price from banks or other sellers




                                      F-11
<PAGE>


                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 4 - Summary of Significant Accounting Policies (Continued)
         ------------------------------------------

         plus  purchase  commissions,  if any.  Loan pool costs are allocated to
         individual loans based on the face value of the unpaid principal of the
         loans or 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
         $202,690 was required at March 31, 2006 and December 31, 2005.

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

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

         Real Estate Portfolios:

         Real estate portfolios consist of real estate acquired by several means
         including   purchase,   foreclosing  or  obtaining   Deeds-in-Lieu   of
         Foreclosure  on  properties  that continue to be  non-performing.  Such
         portfolios  are  carried  at the  lower  of  cost or  fair  value  less
         estimated costs to sell. The cost of foreclosed real estate consists of
         original  loan costs plus any costs  relating  to the  development  and
         improvement  of the real  estate  for its  intended  use.  The costs of
         foreclosure and any required  refurbishment costs to bring the property
         to resalable condition, as well as any maintenance, taxes and insurance
         costs  required  during the holding period are  capitalized.  Income or



                                      F-12
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)




Note 4 - Summary of Significant Accounting Policies (Continued)
         ------------------------------------------

         loss is  recognized  upon the  disposal  of real  estate at the date of
         closing,   based  on  the  difference  between  selling  prices,   less
         commissions,  and capitalized costs. Rental income, net of expenses, on
         real estate  portfolios is recognized  when  received.  Accounting  for
         portfolios  is on an  individual  asset-by-asset  basis as opposed to a
         pool basis.

         Subsequent to acquisition, the amortized cost of real estate portfolios
         is evaluated for  impairment on a quarterly  basis.  The  evaluation of
         impairment  is determined  based on the review of the estimated  future
         cash receipts,  which  represents the net realizable  value of the real
         estate  portfolio.   A  valuation  allowance  is  established  for  any
         impairment  identified  through provisions charged to operations in the
         period the impairment is  identified.  The Company  determined  that no
         allowance  for  impairment  on real estate  portfolios  was required at
         March 31, 2006 and December 31, 2005.

         Cash and Cash Equivalents:

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

         Fair Value of Financial Instruments:

         The  Company's  financial   instruments   include  cash,   receivables,
         short-term  payables,  and notes payable. The carrying amounts of cash,
         receivables,  and  short-term  payables  approximate  fair value due to
         their  short-term   nature.  The  carrying  amounts  of  notes  payable
         approximate fair value based on borrowing terms currently  available to
         the Company.

         Property and Equipment:

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

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

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



                                      F-13
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 4 - Summary of Significant Accounting Policies (Continued)
         ------------------------------------------

         Income Taxes:

         The Company  accounts  for income taxes based on Statement of Financial
         Accounting  Standards  (SFAS) No. 109,  "Accounting  for Income Taxes".
         SFAS No.  109  requires  the  recognition  of  deferred  tax assets and
         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.

         Net Loss Per Share:

         The Company  computes net income  (loss) per share in  accordance  with
         SFAS No. 128, Earnings per Share and SEC Staff Accounting  Bulletin No.
         98 ("SAB 98").

         Under the  provisions  of SFAS No.  128 and SAB 98,  basic  net  income
         (loss) per share is calculated by dividing net income (loss)  available
         to common stockholders for the period by the weighted average number of
         common shares outstanding during the period.

         In November  2004, a one-for-two  hundred  fifty (1:250)  reverse stock
         split was effected.  Accordingly, all historical weighted average share
         and per share amounts have been restated to reflect the stock split.

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  in 2005  and  prior  periods,
         resulting in an accumulated stockholders' deficit and a working capital
         deficit as of March 31, 2006. These factors, among others, may indicate
         that the Company  will be unable to  continue as a going  concern for a
         reasonable period of time.



                                      F-14
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)


Note 5 - Going Concern Uncertainty (Continued)
         -------------------------

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

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

Note 6 - Portfolio Assets

         Portfolio assets were comprised of the following at March 31, 2006:


           Mortgage note receivable pools       $  555,192
           Real Estate portfolios                  331,901
           Other                                    84,702
                                                ----------
                Total portfolio assets             971,795

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

                Net portfolio assets            $  769,105
                                                ==========





Portfolio assets are pledged to secure non-recourse notes payable to individuals
     (See Note 8).

Note 7 - Investment in Joint Venture
         ---------------------------

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



                                      F-15
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 7 - Investment in Joint Venture (Continued)
         ---------------------------

         A summary of the results of operations for the three months ended March
         31,  2006 and net  assets  at March  31,  2006 for  MAP/MAC,  LLC is as
         follows:


            Results of operations:
                   Total revenues                  $    29,533
                   Operating profit (loss)             (59,488)
                   Net income (loss)                   (59,488)

            Net assets:
                   Current assets                  $   886,366
                   Noncurrent assets                      --
                                                   -----------
                   Total assets                        886,366

                   Current liabilities                 535,781
                                                   -----------
                   Total Equity                    $   350,585
                                                   ===========







                                      F-16
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 8 - Notes Payable

         At March 31,  2006,  notes  payable  to  individuals  and  others  were
         comprised of the  following:




         Loan due principal and accrued interest
         at 12% at maturity in April - November 2006                $    578,083

         Loan due interest only monthly at 16%
         maturing  February 2006 (Maturity extended)                     223,200

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

         Non-interest bearing loan payable out of joint
         venture distributions                                           175,000

         Loan due February 2006, issuance of
         30,000 shares of common stock at inception
         and 1,800 shares monthly beginning April 2005
         through maturity in lieu of interest                            100,000

         Loan due interest only on a monthly basis at
         18%, maturing March 2006 (maturity extended)                    112,000

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

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

         Loans due interest only on a monthly or
         quarterly basis at 10%, maturing July 2005
         through August 2006                                             306,543

         Other
                                                                             600
                                                                    ------------
            Total                                                      1,820,426
            Less portion due within one year                           1,120,682
                                                                    ------------
         Long Term Portion of Notes Payable                         $    699,744
                                                                    ============





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


                                      F-17
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)





Note 9 - Related Party Transactions
         --------------------------

         During  the  period  ended  March 31,  2006,  MAC  engaged  in  certain
         transactions  with  three  affiliated   entities,   MAP/MAC,   LLC,  an
         unincorporated  joint venture,  and ABOVO  Corporation  and Vision Ads,
         Inc. ("VA"), (dba "Red Horse Realty"),  two corporations owned by MAC's
         vice president.

         MAC paid certain expenses on behalf of MAP/MAC,  LLC, a 50%-owned joint
         venture  of MAC,  (See  Note  7) and  charged  MAP/MAC,  LLC  fees  for
         servicing  its note pools.  For the three  months ended March 31, 2006,
         $66,900 in servicing fees were recognized in income.

         MAC  charges  VA, a real estate  management  firm,  for usage of office
         space,  personnel and other  administrative  costs.  MAC had an account
         receivable from VA of $41,444 at March 31, 2006.

         ABOVO Corporation  engages in the purchase and sale of residential real
         estate, and often carries the notes receivable with its purchasers.  In
         2004, MAC began servicing ABOVO  Corporation's  real estate loans.  MAC
         recognized  $3,354 of  servicing  fees from ABOVO  Corporation  for the
         three-months ended March 31, 2006.
















                                      F-18
<PAGE>



                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 10 - Income Taxes
          ------------

         The  components  of  income  tax  (benefit)   expense,   on  continuing
         operations,  for the  three  months  ended  March  31,  2006 and  2005,
         respectively, are as follows:



                                       Three Months Ended
                                March 31, 2006   March 31, 2005
                                --------------   --------------
               Federal:
                     Current    $         --     $         --
                     Deferred
                                --------------   --------------

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

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



         As of March 31, 2006, the Company had a net operating loss carryforward
         of approximately  $11,200,000 to offset future taxable income.  Subject
         to current regulations, this carryforward will begin to expire in 2007.
         Due to the reverse  acquisition  transaction  with MAC in May 2005, the
         usage of the Company's net operating loss carryforward will be severely
         limited.  The  amount  and  availability  of  the  net  operating  loss
         carryforwards may be subject to limitations set forth by Section 338 of
         the  Internal  Revenue  Code.  Factors  such as the  number  of  shares
         ultimately issued within a three year look-back  period;  whether there
         is a deemed  more than 50 percent  change in  control;  the  applicable
         long-term tax exempt bond rate; continuity of historical business;  and
         subsequent income of the Company all enter into the annual  computation
         of allowable annual utilization of the carryforwards.

         The  Company's  income tax expense for the periods ended March 31, 2006
         and 2005,  respectively,  differed from the statutory tax rate of 34.0%
         as follows:



                                      F-19
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 10 - Income Taxes (Continued)
          ------------



                                                                     Three Months Ended
                                                              March 31, 2006    March 31, 2005
                                                              --------------    --------------
<S>                                                           <C>               <C>
Statutory rate applied to income
       before income taxes                                    $     (104,900)   $     (161,800)
Increase (decrease) in income taxes
      resulting from:
        State income taxes
                                                                                -     --------
        Other, including reserve for deferred tax asset and
           application of net operating loss carryforward
                                                                     104,900           161,800
                                                              --------------    --------------
Income tax expense                                            $         --      $         --
                                                              ==============    ==============
</TABLE>




         Deferred tax assets and liabilities consisted of the following at March
         31, 2006 and December 31, 2005:



                                            March 31      December 31,
                                              2006            2005
                                          ------------    ------------
Deferred tax assets
       Net operating loss carryforwards   $  3,327,000    $  3,222,000
       Less valuation allowance             (3,327,000)     (3,222,000)
                                          ------------    ------------

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



Note 11 - 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 may be exchanged for
         stock certificates  representing the post-split  denominations,  at the
         election of  stockholders,  as  mandatory  certificate  exchange is not
         required.

                                      F-20
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 11 - Common Stock Transactions (Continued)
          -------------------------

         Common stock and additional  paid-in  capital at December 31, 2004 were
         restated to reflect this split.  The number of common  shares issued at
         December 31, 2004,  after giving effect to the split, was determined to
         be 664,603 (165,853,058 shares issued before the split), including 1191
         shares estimated to be issued to fractional stockholders.

         The effect of the reverse stock split has been  reflected as of January
         1, 2004 in the balance  sheet,  but activity for 2004 and prior periods
         has not been restated in those statements. All references to the number
         of common  shares  and per share  amounts  elsewhere  in the  financial
         statements  and related  footnotes have been restated as appropriate to
         reflect the effect of the reverse split for all periods presented.

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

         In  accordance  with the Letter of  Agreement  with MAC in March  2004,
         Loper &  Seymour,  P.A.,  an escrow  agent,  agreed  to return  338,883
         (84,720,733  pre-split)  shares to the Company.  The Company elected to
         cancel the shares.  The effect of this  cancellation  has been  applied
         retroactive to January 1, 2004.

         On June 23, 2005,  the Company  issued  400,000  post-split  shares for
         legal  services   pursuant  to  certain  Legal  Services   Compensation
         Agreements.  Of these  issuances,  300,000  shares  were  issued to the
         Company's former legal counsel, Mary F. Seymour, Attorney at Law.





                                      F-21
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 12 - Quasi-Reorganization
          --------------------

         Effective  January  1,  2006,  the  Company,  with the  consent  of its
         stockholders,  completed a  quasi-reorganization,  whereby the retained
         deficit at January 1, 2005, of  $23,798,786,  accumulated  prior to the
         merger of the  Company  with MAC,  was  eliminated  against  additional
         paid-in  capital.  The purpose of the  quasi-reorganization  is to more
         clearly  reflect  the  stockholders'  equity  accounts  based  upon the
         Company's  operations and activities as a financial  services  company,
         which  commenced on January 1, 2005. The equity section of the December
         31,   2005   Balance   Sheet  has  been   restated   to   reflect   the
         quasi-reorganization.

Note 13 - Commitments
          -----------

         Consulting Contracts:

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

         Mortgage  Assistance  Corporation  has signed a Letter  Agreement dated
         September  1, 2005  with  Michael  Caolo &  Associates,  Attorneys  and
         Counselors  ("Caolo") as a non-exclusive legal and business advisor and
         consultant in the position of General  Counsel for MAC to provide legal
         and  business  Advice,  counsel  and  services in  connection  with the
         coordination of all legal matters of MAC,  including  coordination with
         special  securities  counsel  for S.E.C.  reporting  requirements,  and
         including  but not limited to  possible  private  placements,  mergers,
         consolidations,  recapitalization,  acquisitions or purchases of assets
         or equity  interest,  or similar  transactions.  The  agreement  has an
         initial  term of six  months  with a minimum  fee of $4,000  per month.
         Additionally,  provided  MAC does not  terminate  the Letter  Agreement
         during  the first  ninety  (90) days of its  duration,  Caolo  shall be
         entitled to additional compensation of equity in MACC ("Equity Fee") in
         the form of a common stock purchase warrant for three hundred seventeen
         thousand  (317,000)  shares  of common  tock of MACC for no  additional
         consideration  other  than an  exercise  price of ten cents  ($.10) per
         share.  Provided  Caolo  continues to serve MAC as its legal counsel to
         the  reasonable  satisfaction  of the  Board  of  Directors  and is not
         terminated for "good cause",  such common stock purchase warrant may be
         exercised according to the following schedule:


                                      F-22
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)



Note 13 - Commitments (Continued)
          -----------

         Consulting Contracts: (continued)



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

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

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

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

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












                                      F-23
<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  discussed  under the  heading  "Risk  Factors"  and
elsewhere in this Form 10-QSB.

Business Overview:

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

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

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

The  Company  has  sustained   recurring  losses  from  operations  and  had  an
accumulated  stockholders'  deficit and a working capital deficiency at December
31,  2005  which  continues  as of March 31,  2006.  The  Company  has  incurred
substantial indebtedness, including certain currently due and past due notes and

<PAGE>

interest  payments  which the  Company  must now  restructure  in order to avoid
default.  These  circumstances  create  substantial  doubt  about the  Company's
ability to continue as a going  concern and are  discussed  in this  section and
elsewhere in this Form 10-QSB.

Liquidity and Capital Resources:

The Company has historically financed the purchase of its mortgage notes and its
operating  expenses  through the issuance of debt to  individuals  or investment
partnerships.  During  the first  calendar  quarter of 2006 the  Company  issued
$50,000 in new debt and paid $160,718 to retire  currently due or past due debt.
Almost all debt is secured by mortgage  loans or foreclosed  real estate held in
the Company's  portfolio of assets. As of March 31, 2006 the Company had a total
of $1,820,426  in notes  payable to  individuals  and  investment  partnerships,
including  $1,120,682 in principal due within one year and an additional $85,696
accrued interest currently payable. Of the notes payable within one year, and at
the time of this  filing,  the Company had $665,200 in  principal,  past due, or
without  extensions from the note holder.  The company currently has no past due
interest.  The Company's  continued reliance on debt financing has been required
in order to adequately  establish its portfolio of mortgage notes and properties
for resale,  fund  operations  currently  being conducted at a net loss during a
period of ramp-up and infrastructure  build-out and to fund large  transactions.
The Company  anticipates  that it will  continue to be  dependent  on the use of
external  financing  in the  foreseeable  future,  and it cannot be assured that
adequate  financing  will  be  available  at  all  or  at  terms  acceptable  to
management.  While no lawsuits  have resulted from the currently due or past due
notes payable,  the Company is now  attempting to restructure  this debt through
various means including securing voluntary  extensions with additional penalties
and interest to the  Company,  securing  voluntary  conversions  to equity,  and
raising  additional  external  financing  to be used for the express  purpose of
restructuring  notes.  These  conditions  are  described  in more detail in this
section and elsewhere throughout this Form 10-QSB.

In addition  to its  financing  activities,  the  Company  has  incurred  and is
currently  carrying other  substantial  accounts  payable items. As of March 31,
2006 the Company owed vendors and various trade accounts a total of $224,801. As
of March 31, 2006 the Company lists other accounts payable of $289,784.  Of this
amount,  $200,000  consists of a short-term  loan provided by an individual  and
which is currently due and payable.

As of March 31, 2006 and as a result of the continued  operating  losses and the
impact of the  Company's  business  combination  transaction  described  in this
section and  elsewhere in this Form  10-QSB,  the Company  shows an  accumulated
total stockholders' equity deficit of $(1,528,013),  net of a stock subscription
agreement currently issuable.

As of March 31, 2006 the Company lists cash and cash  equivalents of $57,804 and
total assets of  $1,205,928.  This is down from the fourth  calendar  quarter of
2005  ending  cash and cash  equivalents  of  $72,740  and down from the  fourth
quarter  total  assets of  $1,462,918.  Of the total  assets of MAC, the portion
consisting  of  portfolio  assets  (which  includes   purchased   sub-prime  and
non-performing  mortgage notes and other  foreclosed  property which the Company
subsequently  reforms or resells)  is listed at a total  actual  aggregate  cost

<PAGE>

basis of $769,105 net of an impairment reserve. If stated on a fair market value
basis, the Company  anticipates that these directly owned portfolio assets would
have an estimated fair market value of approximately $2,100,000.

In addition,  and when combined with the percentage of portfolio assets that the
Company owns and controls through its joint ventures and partnerships,  if these
consolidated  portfolio  assets were to be stated on a fair market  value basis,
the Company  anticipates  that they would have an estimated fair market value of
approximately $6,000,000. However, consistent with generally accepted accounting
principles,  the Company's  portfolio  assets are listed on the balance sheet at
the actual  acquisition  costs plus continued  servicing  costs,  rather than at
estimated  market  values.  In addition,  the Company uses the equity  method of
partnership  accounting  which  records  the  Company's  equity  interest  in  a
partnership  on the  balance  sheet  instead  of  the  Company's  percentage  of
portfolio  assets  owned  through  these  partnerships.  Similarly,  any and all
revenues or losses associated with these joint ventures and partnerships  appear
on the Consolidated  Statements of Operations and Comprehensive Loss as a single
line item under the Revenues section.


Management's Plans to Raise Capital:

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

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

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

<PAGE>

Results of Operations:

Revenues
--------
For the three months ended March 31, 2006,  the Company  recorded total sales of
portfolio assets of $213,884. Total revenues for the quarter, net of the cost of
portfolio  assets  held for sale,  were  $102,788  compared to  $167,662,  total
revenue  net of cost of assets for Q1 2005  recorded in the three  months  ended
March 31 2005. The total revenue  results of the current period include  $71,418
in servicing  fees, as well as a net loss of $(46,522) from the Company's  joint
ventures  and  partnerships.  Sales of  portfolio  assets for the  quarter  were
hampered by the  protracted due diligence and  negotiations  with a single buyer
for the purchase of  essentially  all of the available  inventory.  Sales during
this due  diligence  and  negotiations  period were  restricted  to preserve the
composition  and value of the pool of notes  under  consideration  by the buyer.
When satisfactory terms could not be reached,  all available  inventory was then
released and normal sales activities were resumed.  As a result, the Company has
clarified its sales policies and processes to prevent  unusually large blocks of
portfolio assets from being tied up in negotiations at any one time.

Operating Expenses
------------------
Total  salaries,  wages and contract  labor expenses for the current period were
$214,493  compared  to  $139,986  for the same  period in the prior  year.  This
reflects the required additions to staff and contract labor resources  necessary
to buy, service, reform and resell the Company's portfolio assets. Additionally,
the Company's CEO and COO did not receive any salary from the Company during the
same period in the prior year,  whereas this additional  expense is reflected in
the current period's salary expense.  The Company's current level of staffing is
considered  by  management  to be  adequate  to  support  substantial  growth in
transaction volume without significant  increases to staffing levels, wages, and
contract labor expense.  Collectively,  the total  compensation for the four MAC
management  team  members  accounted  for  approximately  one-third of the total
amount recorded in the current period for salaries, wages, and contract labor.

Other selling,  general and administrative  expenses for the current period were
$143,071  which was  approximately  $7,000  less than the  selling,  general and
administrative  expenses recorded in the same period during the prior year. This
reflects  normal and customary SG&A expense,  plus the  non-salary  component of
continued investment in the infrastructure development projects described below.

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

<PAGE>

financial performance.  These capabilities and upgrades are anticipated to begin
demonstrating  results during  calendar year 2006.  These  projects  include the
following:

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

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

Net Loss
--------
Accordingly,  the net  loss  for the  three  months  ended  March  31,  2006 was
$(308,489)  compared to a net loss of $(475,961)  for the same period during the
prior year. On a weighted-average  basis of the number of shares of common stock
outstanding  for the  period,  this equals a net loss per share of $(0.02) as of
March 31,  2006,  compared  to a net loss per share of  $(0.04)  during the same
period of the prior year.

Critical Accounting Policies and Estimates:

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

<PAGE>

Portfolio Assets:

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

     |X|  Mortgage Note Receivable Pools. Mortgage note receivable pools consist
          primarily of first lien  distressed real estate based  mortgages.  The
          cost basis of loan pools  acquired  consists of their  purchase  price
          from banks or other  sellers plus purchase  commissions,  if any. Loan
          pool costs are allocated to  individual  loans based on the face value
          of the  unpaid  principal  of the loans and their  performance  status
          based on the note's  expected cash flow. Any payments of due diligence
          costs,  property  taxes,  or insurance  required are  capitalized  and
          included  in  the  cost  basis  of  the  individual   loans  involved.
          Subsequent  to  acquisition,  the adjusted  cost of the mortgage  note
          receivable pools is evaluated for impairment on a quarterly basis. The
          evaluation  of  impairment  is  determined  based  on  the  review  of
          estimated  future cash receipts,  which  represents the net realizable
          value  of  the  note  pool.  Once  it  is  determined  that  there  is
          impairment,  a valuation  allowance is established  for any impairment
          identified  through  provisions charged to operations in the period of
          the  impairment  is  identified.  As of March 31,  2006,  the  Company
          determined  that an allowance for impairment of $202,690 was required.
          The  Company  recognizes  gain  or  loss  upon  the  resale  or  other
          resolution of mortgage loans pools based upon the  difference  between
          the  selling  price  of the  loan  pool  and  the  cost  basis  of the
          individual  loans  included  in the pool being  sold.  Collections  of
          delinquent  principal and interest  payments are credited  against the
          cost basis of the respective loan.

     |X|  Real Estate Portfolios.  Real estate portfolios consist of real estate
          acquired by foreclosures or Deed-in-Lieu of Foreclosures of individual
          mortgage  notes  receivable or  acquisition  of the real estate.  Such
          portfolios  are  carried  at the  lower  of cost or  fair  value  less
          estimated  costs to sell. The cost of foreclosed  real estate consists
          of original loan costs plus any costs relating to the  development and
          improvement  of the real  estate for its  intended  use.  The costs of
          foreclosure and any required refurbishment costs to bring the property
          to  resalable  condition,  as  well  as  any  maintenance,  taxes  and
          insurance  costs required  during the holding period are  capitalized.
          Income or loss is  recognized  upon the disposal of real estate at the
          date of closing,  based on the difference between selling prices, less
          commissions, and capitalized costs. Rental income, net of expenses, on
          real estate  portfolios is recognized  when  received.  Accounting for
          portfolios  is on an individual  asset-by-asset  basis as opposed to a
          pool basis.  Subsequent to  acquisition,  the  amortized  cost of real
          estate  portfolios is evaluated for  impairment on a quarterly  basis.
          The evaluation of impairment is determined  based on the review of the
          estimated  future cash receipts,  which  represents the net realizable

<PAGE>

          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, 2006 and December 31, 2005.

Revenue Recognition:

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

Long-Lived and Intangible Assets:

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

Insurance:

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

Stock Options:

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

Employee Benefit Plans:

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

<PAGE>

Forward Looking Statements:

We have included  forward-looking  statements in this report.  For this purpose,
any  statements  contained in this report that are not  statements of historical
fact may be  deemed to be  forward  looking  statements.  Without  limiting  the
foregoing,  words  such as "may",  "will",  "expect",  "believe",  "anticipate",
"estimate",  "plan" or "continue" or the negative or other variations thereof or
comparable  terminology  are  intended to identify  forward-looking  statements.
These statements by their nature involve  substantial  risks and  uncertainties,
and actual  results  may differ  materially  depending  on a variety of factors.
Factors that might cause  forward-looking  statements to differ  materially from
actual  results  include,  among other  things,  overall  economic  and business
conditions,  demand  for the  Company's  products,  competitive  factors  in the
industries in which we compete or intend to compete,  and other uncertainties of
our future acquisition plans.

Quantitative and Qualitative Disclosures about Market Risk:

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














<PAGE>

Item 3. Controls and Procedures

As of the end of the  reporting  period,  March  31,  2006,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  the  Company's  Chairman  and Chief  Executive  Officer and the Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange  Act of 1934  (the  "Exchange  Act"),  which  disclosure  controls  and
procedures are designed to insure that information required to be disclosed by a
company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed, summarized and reported within required time periods specified by the
SEC's rules and forms.  Based upon that  evaluation,  the Chairman and the Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures are
effective  in timely  alerting  them to  material  information  relating  to the
Company required to be included in the Company's period SEC filings.

(b)  Changes in Internal Control.

Subsequent to the date of such evaluation as described in  subparagraph(a)above,
there were no changes  in our  internal  controls  or other  factors  that could
significantly affect these controls, including any corrective action with regard
to significant deficiencies and material weaknesses.

(c)  Limitations.

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

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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



















<PAGE>

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

All  unregistered  sales of equity  securities were disclosed on Current Reports
filed on Form 8-K and 8-K/A during the quarter covered by this report.

Item 3.   Defaults Upon Senior Securities

As of the March 31, 2006 the Company had a total of five promissory  notes which
are past due. These notes include  various  interest rates and various  maturity
dates ranging from January 31, 2006 through March 31, 2006. Cumulatively,  these
notes represent $565,200 in principal.  There is no additional past due interest
as all interest has been paid current on either a monthly or quarterly basis per
the terms of the notes. All notes are secured for the full principal amount with
portfolio  assets of the Company  consisting  of mortgage  notes and real estate
owned by the  Company  which is  currently  for sale as a part of its normal and
customary ongoing  operations.  The Company is currently in active dialogue with
all  holders  of  past  due  notes  and  anticipates  that  it  will  be able to
voluntarily extend the maturities of the vast majority of these past due notes.

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

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

Item 5.   Other Information

     None.

Item 6.   Exhibits.

a)   Exhibits

          Exhibit No.                     Exhibit Name


              31           Chief  Executive  and Financial  Officer-Section  302
                           Certification pursuant to Sarbanes-Oxley Act.
              32           Chief  Executive  and Financial  Officer-Section  906
                           Certification pursuant to Sarbanes-Oxley Act.



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

<PAGE>

SIGNATURES

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

May 19, 2006                                          MORTGAGE ASSISTANCE
                                                      CENTER CORPORATION

                                                       /s/ Dale Hensel
                                                      --------------------------
                                                      By: Dale Hensel
                                                      Title: President, CEO


                                                       /s/ Dale Hensel
                                                      --------------------------
                                                      By: Dale Hensel
                                                      Title: CFO











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