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 June 30, 2005

[ ]  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



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 June 30,  2005,  there were  12,725,720  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes        No   X
                                                    -----     -----

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements











<PAGE>

                     MORTGAGE ASSISTANCE CENTER CORPORATION






                        CONSOLIDATED FINANCIAL STATEMENTS



                                       AND



                        REPORT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM



                                  JUNE 30, 2005



<PAGE>

                     Mortgage Assistance Center Corporation






                                Table of Contents




                                                                            Page
                                                                            ----

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

Financial Statements
     Consolidated Balance Sheets
          as of June 30, 2005 and December 31, 2004..........................F-4

     Consolidated Statements of Operations and Comprehensive Loss
          for the three and six months ended June 30, 2005 and 2004..........F-6

     Consolidated Statements of Cash Flows
         for the six months ended June 30, 2005 and 2004.....................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 June 30, 2005 and the consolidated
statements  of  operations  and  comprehensive  loss  for  the  three-month  and
six-month  periods ended June 30, 2005 and 2004 and the consolidated  statements
of cash flows for the  six-month  periods  ended June 30,  2005 and 2004.  These
interim financial statements are the responsibility of the Company's management.

The  consolidated  financial  statements  as of  December  31,  2004 and for the
periods  ended  June 30,  2004  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 June 30, 2004 financial  statements which reflect
total assets of  $1,850,162  at December 31, 2004 and total  revenue of $662,691
for the six-month period ended June 30, 2004.

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 June 30, 2005. 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,  2004  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 28, 2005, but we have
not performed any auditing procedures since that date.

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

Tulsa, Oklahoma
July 29, 2005



















                                       F-3

<PAGE>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
            June 30, 2005 (Unaudited) and December 31, 2004 (Audited)



                                     ASSETS

                                                        June 30,    December 31,
                                                         2005           2004
                                                      (Unaudited)     (Audited)
                                                                     (Restated)
                                                     ------------   ------------
Current Assets:
Cash and cash equivalents                            $     10,500   $    572,884
Portfolio assets, at cost                                 706,530        764,868
Accounts receivable-related parties                       125,582         49,668
Prepaid expenses                                           13,915         34,866
                                                     ------------   ------------

                                                          856,527      1,422,286
                                                     ------------   ------------
Property and Equipment, at cost:
Furniture, equipment and computers                         63,249         58,532
Less accumulated depreciation                              18,066         11,313
                                                     ------------   ------------

                                                           45,183         47,219
                                                     ------------   ------------
Investments And Other Assets:
   Investment in public company                              --          295,000
Investment in  MAP/MAC, LLC                               150,028         39,797
Deposits                                                    3,000          3,000
                                                     ------------   ------------

                                                          153,028        337,797
                                                     ------------   ------------

Total Assets                                         $  1,054,738   $  1,807,302
                                                     ============   ============


The  accompanying  notes are an integral  part of these  consolidated  financial
statements
                                      F-4



<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
            June 30, 2005 (Unaudited) and December 31, 2004 (Audited)



                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         June 30,      December 31,
                                                           2005            2004
                                                        (Unaudited)      (Audited)
                                                                        (Restated)
                                                       ------------    ------------
<S>                                                    <C>             <C>
Current Liabilities:
Notes payable-individuals                              $    889,200    $    948,000
Accounts payable-trade                                      157,490         177,622
Accounts payable-others                                      89,784          89,784
Accounts payable-related parties                               --            18,422
Accrued interest payable                                     35,075           8,274
Other accrued liabilities                                    26,737           4,051
                                                       ------------    ------------

                                                          1,198,286       1,246,153
                                                       ------------    ------------
Long-term Debt:
Notes payable-individuals                                   378,083         373,200
                                                       ------------    ------------

Stockholders' Equity  (Deficit):
Common stock, par value $0.001 per share;
authorized 50,000,000 shares; issued 12,725,720
and 12,625,720 shares in 2005 and 2004, respectively         12,726          12,626
Additional paid-in capital                               23,972,449      23,971,949
Retained earnings (deficit)                             (24,508,966)    (23,798,786)
                                                       ------------    ------------
                                                           (523,791)        185,789
Subscriptions issuable                                        2,160           2,160
                                                       ------------    ------------
                                                           (521,631)        187,949
                                                       ------------    ------------

Total Liabilities and Stockholders' Equity             $  1,054,738    $  1,807,302
                                                       ============    ============
</TABLE>






The  accompanying  notes are an integral  part of these  consolidated  financial
statements
                                       F-5





<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
          Consolidated Statements of Operations and Comprehensive Loss
                Three and Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)




                                                       Three Months Ended               Six Months Ended
                                                    June 30,        June 30,        June 30,        June 30,
                                                      2005            2004            2005            2004
                                                                   (Restated)                      (Restated)
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
Revenues:
   Sales of portfolio assets                      $    213,015    $    530,924    $    334,015    $    662,691
   Cost of portfolio assets sold                       150,160         379,483         220,943         475,673
                                                  ------------    ------------    ------------    ------------
      Gain on sale of portfolio assets                  62,855         151,441         113,072         187,018
   Servicing fees from affiliates and
      others                                            67,766             190          94,907             190
   Income from joint venture                            26,384            --           110,231            --
   Other income                                          6,592           4,964          13,049           7,140
                                                  ------------    ------------    ------------    ------------
      Total Revenues                                   163,597         156,595         331,259         194,348
                                                  ------------    ------------    ------------    ------------

Operating Expenses:
   Selling, general and administrative expenses        357,882         278,930         647,730         443,123
   Compensation expense related to
      common stock issuances at less
      than "fair value"                                   --              --              --           838,736

   Depreciation and amortization                         3,541           2,360           6,932           4,553
                                                  ------------    ------------    ------------    ------------
      Total operating expenses                         361,423         281,290         654,662       1,286,412
                                                  ------------    ------------    ------------    ------------

Operating loss                                        (197,826)       (124,695)       (323,403)     (1,092,064)

Other income (expense):
   Interest expense                                    (36,393)        (20,927)        (91,777)        (31,297)
   Merger expense                                         --              --          (295,000)           --
                                                  ------------    ------------    ------------    ------------

Loss before provision for income taxes                (234,219)       (145,622)       (710,180)     (1,123,361)

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

Net Loss                                              (233,219)       (145,622)       (710,180)     (1,123,361)

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

Comprehensive Loss                                $   (233,219)       (145,622)       (710,180)     (1,123,361)
                                                  ============    ============    ============    ============
Net loss per weighted-average share
   of common stock outstanding, calculated
   on Net Loss - basic and fully diluted          $      (0.02)   $      (0.01)   $      (0.06)   $      (0.09)
                                                  ============    ============    ============    ============

Weighted-average number of shares of
   common stock outstanding                         12,634,609      12,625,720      12,630,164      12,625,720
                                                  ============    ============    ============    ============
</TABLE>


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
                     Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)


                                                                       Six Months Ended
                                                                    June 30,       June 30,
                                                                      2005           2004
                                                                                  (Restated)
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash Flows From Operating Activities
Net loss                                                          $  (710,180)   $(1,123,361)
                                                                  -----------    -----------
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation                                                            6,933          4,553
Professional fees paid with common stock                                  600          8,472
 Compensation expense related to common stock issuances
   at less than "fair value"                                             --          838,736
Income from joint venture                                            (110,231)          --
Merger expense                                                        295,000       (235,000)
Change in assets and liabilities, excluding effect of
   merger with MAC:
(Increase) decrease in portfolio assets                                58,338        550,920
(Increase) decrease in accounts receivable from related parties       (94,336)       (39,575)
(Increase) decrease in prepaid expenses                                20,951         (8,607)
Increase (decrease) in accounts payable-trade                         (20,132)        (1,874)
Increase (decrease) in accounts payable-other                            --          (58,195)
Increase (decrease) in accrued interest                                26,801           --
Increase (decrease) in other accrued liabilities                       22,686         19,057
                                                                  -----------    -----------

Total adjustments                                                     206,610      1,078,487
                                                                  -----------    -----------

              Net Cash Provided (Used) by Operating Activities       (503,570)       (44,874)
                                                                  -----------    -----------

Cash Flows From Investing Activities

     Purchase of property and equipment                                (4,897)       (12,727)
                                                                  -----------    -----------

              Net Cash Used by Investing Activities                    (4,897)       (12,727)
                                                                  -----------    -----------

</TABLE>







The  accompanying  notes are an integral  part of these  consolidated  financial
statements
                                      F-7


<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)


                                                                     Six Months Ended
                                                                  June 30,       June 30,
                                                                    2005           2004
                                                                                (Restated)
                                                                -----------    -----------
<S>                                                                 <C>            <C>
Cash Flows From Financing Activities
   Proceeds from issuance of common stock                              --           25,000
Proceeds from issuance of debt to individuals                       509,083        260,000
Repayment of debt to individuals                                   (563,000)          --
Repyament of advances from officers                                    --          (21,699)
                                                                -----------    -----------

             Net Cash Provided (Used) by Financing Activities       (53,917)       263,301
                                                                -----------    -----------

          Net Increase (Decrease) in Cash                          (562,384)       205,700

          Cash at Beginning of Period                               572,884         76,533
                                                                -----------    -----------

          Cash at End of Period                                 $    10,500    $   282,233
                                                                ===========    ===========


Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

Cash Paid During the Period for:
Interest                                                        $    64,976    $    31,297
Income taxes                                                    $      --      $      --
</TABLE>





The  accompanying  notes are an integral  part of these  consolidated  financial
statements
                                      F-8

<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (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  and  signing  of a  definitive  Business  Combination
         Agreement,  in May 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-9
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (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, 2004. 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, 2005.



                                      F-10

<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (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 has
         caused  11,034,489  (87.1%) of the Company shares to be issued to three
         individuals  who will  comprise  a  control  group  consisting  of Dale
         Hensel,  Dan Barnett and Michelle  Taylor.  Together  they will control
         87.1% of the voting  common  stock of the  Company.  Dale Hensel is the
         sole officer and director of the



                                      F-11
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)



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

         Company.  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 that time,  MAC  incurred  $295,000 of expenses in  connection  with
         legal fees and other costs related to the  acquisition.  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 our 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  periods  ending June 30, 2005
         present the  combined  results of MACC and MAC for those  periods.  The
         results of  operations  for the three  months and six months ended June
         30, 2004 have been restated to furnish comparative information.




                                      F-12
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (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-13
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (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 and their  performance  status based on the note's  expected cash
         flow. Any payments of due diligence costs, property taxes, or insurance
         required are charged to operations.

         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 no impairment  allowance was
         required at June 30, 2005 and December 31, 2004.

         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.

         Real Estate Portfolios:

         Real estate portfolios  consist of real estate acquired by foreclosures
         of individual mortgage notes receivable. Such portfolios are carried at
         the lower of cost or fair value less estimated  costs to sell. The cost
         of  foreclosed  real estate  consists  of original  loan costs plus any
         costs relating to the  development  and  improvement of 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 charged to operations.  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  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 was required at June 30, 2005 and December 31,
         2004.


                                      F-14
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)



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

         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.

         Advertising Costs:

         Advertising  costs are  expensed as  incurred  as selling,  general and
         administrative expenses in the accompanying statement of operations.

         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

         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




                                      F-15
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)



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

         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 June 30, 2005. These factors,  among others, may indicate
         that the Company  will be unable to  continue as a going  concern for a
         reasonable period of time.

         The financial  statements do not include any 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




                                      F-16
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)


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

         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 June 30, 2005:


         Mortgage note receivable pools                               $  473,125
         Real Estate portfolios                                          159,291
         Other                                                            74,114
                                                                      ----------

              Total portfolio assets                                     706,530

         Valuation allowance for impairment                                 --
                                                                      ----------
              Net portfolio assets                                    $  706,530
                                                                      ==========

         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 acquired a 50% interest in MAP/MAC,
         LLC, a joint venture with an unrelated  party formed for the purpose of
         acquiring mortgage note receivable pools in the secondary market. MAC's
         investment in MAP/MAC, LLC is accounted for using the equity method.

         A summary of the results of  operations  for the six months  ended June
         30,  2005 and net  assets  at June  30,  2005  for  MAP/MAC,  LLC is as
         follows:





                                      F-17
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)




         Results of operations:
              Total revenues                                          $  966,260
              Operating profit                                           220,462
              Net income                                                 220,462

         Net assets:
              Current assets                                          $  898,174
              Noncurrent assets                                             --
                                                                      ----------
              Total assets                                               898,174

              Current liabilities                                        598,117
                                                                      ----------
                                                                      $  300,057
                                                                      ==========


Note 8 - Notes Payable

         At June 30, 2005,  notes payable to  individuals  were comprised of the
         following:





















                                      F-18
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)




         Loan due principal and accrued interest
         at 12% at maturity in November 2006                          $  378,083

         Loan due interest only monthly at 16%
         maturing  February 2006                                         223,200

         Loans due principal and accrued interest at
         12% at maturity in April 2006                                   200,000

         Loan due $50,000 January 2005, with balance of $100,000 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 July 2005                                         150,000

         Loans due interest only on a monthly or
         quarterly basis at 10%, maturing July 2005
         through August 2006                                             216,000
                                                                      ----------

            Total                                                      1,267,283

            Less portion due within one year                             889,200
                                                                      ----------

                                                                      $  378,083
                                                                      ==========




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





                                      F-19
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)




Note 8 - Notes Payable (Continued)
         -------------

         As described  above, the Company's loans from individuals have interest
         rates ranging from 10% to 18% and/or  require the issuance of shares of
         common  stock in addition to or in lieu of  interest,  using an assumed
         value of $1.00 per share.

         No shares of common stock were issued under such arrangements in 2005,
         however, accrued interest payable at June 30, 2005 includes a provision
         for interest payable via future stock issuances. At June 30 2005, the
         Company was obligated for approximately $29,000 worth of future stock
         issuances in order to satisfy interest requirements through maturity of
         the related loans.

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

         During  the  period  ended  June  30,  2005,  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 six months  ended  June 30,  2005,
         $92,621 in servicing fees were recognized in income.  At June 30, 2005,
         MAC had an account receivable from MAP/MAC, LLC of $72,541.

         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 $49,905 at June 30, 2005.

         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  $2,272 of  servicing  fees from ABOVO  Corporation  for the
         six-months ended June 30, 2005.

Note 10 - Income Taxes

         The  components  of  income  tax  (benefit)   expense,   on  continuing
         operations,   for  the  six-months   ended  June  30,  2005  and  2004,
         respectively, are as follows:






                                      F-20
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)



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


                                             Six-Months Ended   Six-Months Ended
                                               June 30, 2005      June 30, 2004
                                             ----------------   ----------------
         Federal:
               Current                       $           --     $           --
               Deferred                                  --                 --
                                             ----------------   ----------------
                                                         --                 --
                                             ----------------   ----------------
         State:
               Current                                   --                 --
               Deferred                                  --                 --
                                             ----------------   ----------------
               Total                         $           --     $           --
                                             ================   ================

         As of June 30, 2005 the Company had a net operating  loss  carryforward
         of approximately  $10,400,000 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 June 30, 2005
         and 2004,  respectively,  differed from the statutory tax rate of 34.0%
         as follows:




                                      F-21
<PAGE>
<TABLE>
<CAPTION>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)




Note 10 - Income Taxes (continued)
          ------------


                                                                              Six-Months Ended
                                                                       June 30, 2005    June 30, 2004
                                                                       -------------    -------------
         <S>                                                           <C>              <C>
         Statutory rate applied to income
                before income taxes                                    $    (241,300)   $    (371,300)
         Increase (decrease) in income taxes
               resulting from:
                 State income taxes
                 Non-deductible compensation expense related
                    to common stock issued at less than "fair value"            --            285,200

                 Other, including reserve for deferred tax asset and
                    application of net operating loss carryforward           241,300           86,100
                                                                       -------------    -------------
         Income tax expense                                            $        --      $        --
                                                                       =============    =============
</TABLE>


         Deferred tax assets and liabilities  consisted of the following at June
         30, 2005 and December 31, 2004:

                                                     June 30,      December 31,
                                                       2005            2004
                                                   ------------    ------------
         Deferred tax assets
                Net operating loss carryforwards   $  3,552,700    $  3,174,500
                Less valuation allowance             (3,552,700)     (3,174,500)
                                                   ------------    ------------

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


Note 11 - Common Stock Transactions
          -------------------------

         During July 2002, in order to facilitate the Company's  merger or other
         business  combination  transaction with MAC, the Company issued a total
         of  84,720,733   pre-split   shares  of  the  Company's   unregistered,
         restricted  common  stock to be held in escrow  for the  benefit of the
         Company's merger or combination  partner. No value had been assigned to
         this  issuance  pending  the  consummation  of a  business  combination
         transaction.  On March  9,  2004,  the  Company's  Board  of  Directors
         authorized the issuance of these shares held in escrow to the Company's
         legal counsel,  Loper & Seymour,  P.A. of St. Paul, Minnesota for legal
         services.  The transaction was valued at  approximately  $8,500,  which
         equaled  the common  stock's  par value of $.0001 per share,  and these
         shares were deemed fully paid and non-assessable. Pursuant to Statement
         of Financial  Accounting Standards No. 123, "Accounting for Stock-Based
         Compensation",   the  imputed  fair  value  of  this   transaction  was
         calculated as  approximately  $847,200,  using the  discounted  closing
         quoted  stock  price on March 9, 2004.  The  differential  between  the
         imputed fair value and the agreed-upon value of the services  provided,
         approximately  $838,700,  was recorded as "compensation expense related
         to common stock  issuances  at less than "fair value" upon  exercise of
         outstanding  stock options in the accompanying  statement of operations
         for the six months ended June 30, 2004.

         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-22
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (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.




                                      F-23
<PAGE>


                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)


         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-24











<PAGE>

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

Business Overview

     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  (MAC),  a Texas  corporation,  consisting  of 7,500,000
shares,  in exchange for twelve million  (12,000,000)  shares of MACC stock.  On
that date, the Company acquired 6,896,556 MAC shares (92%) and issued 11,034,489
(87.1%) of our Company shares to three  individuals who comprise a control group
consisting  of Dale Hensel,  Dan Barnett and Michelle  Taylor.  As of August 10,
2005, we had completed the acquisition of the balance of the MAC shares. We will
issue 965,509 common shares in exchange for the balance of these MAC shares. MAC
has become a wholly owned subsidiary of our company.

     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.

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

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  considered  a  business  combination  under
Statement of Financial  Accounting Standards Number 141 and,  consequently,  has

<PAGE>

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  periods ending June 30, 2005
present the combined  results of MACC and MAC for those periods.  The results of
operations  for the three  months and six months  ended June 30,  2004 have been
restated to furnish comparative information.

The company plans to continue to buy and sell real estate based investments over
the next year. As additional funds become available for investments, the company
expects to increase investments, and thus, the number of employees to manage the
additional inventory.  Significant acquisitions of investments,  and thus higher
operation  costs,  are  possible.  The company will plan on  continued  sales of
mortgage pools and real estate assets.  We anticipate  raising money through the
sale of stock,  issuance  debt  instruments,  or  entering  into  joint  venture
arrangements in order to fund our operations over the next 12 months.

Presently, there are no commitments to provide additional money. There can be no
assurance that we will be able to raise the necessary  money to fund  operations
or make new investments.

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.

Item 3.     Controls and Procedures

<PAGE>

As of the  end of the  reporting  period,  June  30,  2005,  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.

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

<PAGE>

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.

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 during the quarter covered by this report.

Item 3.    Defaults Upon Senior Securities

     None.

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.


                                   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.

August 12, 2005                                       MORTGAGE ASSISTANCE
                                                      CENTER CORPORATION

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