UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    Form 10-Q

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


                 For the quarterly period ending March 31, 2008


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


         For the transition period from ______________ to _____________


                      Commission file number ______________


                     Mortgage Assistance Center Corporation

             (Exact name of registrant as specified in its charter)



                 Florida                                       06-1413994
      ---------------------------------                    ------------------
(State or other jurisdiction of incorporation)          (IRS Employer ID Number)

           1341 W. Mockingbird Lane, Suite 1200 West, Dallas, TX 75247
                         -------------------------------
                    (Address of principal executive offices)

                                 (214) 670-0005
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the issuer has (1) filed all reports  required to
be files by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes |X| No |_|

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

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date:  14,071,024  shares of Common
Stock as of March 31, 2008.




                                       1
<PAGE>


                     Mortgage Assistance Center Corporation
                                Table of Contents
                                    Form 10-Q
                          Quarter Ended March 31, 2008

                                                                            Page
    PART I - FINANCIAL INFORMATION

    ITEM 1 - FINANCIAL STATEMENTS

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

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

    Consolidated Statements of Cash Flows
          for the three months ended March 31, 2008 and 2007 (Unaudited).......7

    Notes to Consolidated Financial Statements.................................9

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

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

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

    PART II. OTHER INFORMATION

    ITEM 1. Legal Proceedings.................................................13
    ITEM 1A. Risk Factors.......................................................
    ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.......13
    ITEM 3. Defaults Upon Senior Securities...................................14
    ITEM 4. Submission of Matters to a Vote of Security Holders...............14
    ITEM 5. Other Information.................................................14
    ITEM 6. Exhibits..........................................................14
    SIGNATURE.................................................................15




<PAGE>
<TABLE>
<CAPTION>


                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
           March 31, 2008 (Unaudited) and December 31, 2007 (Audited)



                                      ASSETS
                                                        March 31,     December 31,
                                                          2008           2007
                                                       (Unaudited)     (Audited)
                                                       -----------    -----------
<S>                                                    <C>            <C>

    Current Assets:
Cash and cash equivalents                              $   282,369    $   616,288
Portfolio assets, at cost (net of impairment reserve
   of $278,689 and $197,237 at March 31, 2008 and
   December 31, 2007, respectively)                      5,587,570      5,788,361

Accounts receivable - related parties                       21,043           --

Prepaid expenses and other current assets                  199,259        337,158
                                                       -----------    -----------

Total Current Assets                                     6,090,241      6,741,807

                                                       -----------    -----------
Property and Equipment, at cost:
Land                                                       699,600        699,600
Building and improvements                                  679,168        668,840
Office furniture and equipment                             406,079        422,471
                                                       -----------    -----------
                                                         1,784,847      1,790,911

Less accumulated depreciation                             (174,073)      (148,038)
                                                       -----------    -----------

Net Property and Equipment                               1,610,774      1,642,873

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


Total Assets                                           $ 7,726,419    $ 8,410,084
                                                       ===========    ===========





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


                                       3
<PAGE>

                     Mortgage Assistance Center Corporation
                           Consolidated Balance Sheets
           March 31, 2008 (Unaudited) and December 31, 2007 (Audited)




                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                              March 31,     December 31,
                                                                                2008           2007
                                                                             (Unaudited)     (Audited)
                                                                             -----------    -----------
Current Liabilities:
 Notes payable-individuals and others                                        $ 3,189,011    $ 2,614,011
 Advance from stockholders                                                     1,000,000      1,000,000
 Current portion of mortgages payable                                             24,500         24,500
 Accounts payable                                                                391,458        342,641
 Accounts payable - related parties                                              430,104           --
 Settlement costs                                                                430,573        440,517
 Accrued fees and wages                                                           31,470         74,911
 Other accrued liabilities                                                       364,807        359,694
                                                                             -----------    -----------
     Total Current Liabilities                                                 5,861,923      4,856,274
                                                                             -----------    -----------
Long-term Debt:
 Notes payable-individuals and others                                          2,131,678      2,466,678
 Mortgages payable, less current portion                                       1,009,515      1,015,019
                                                                             -----------    -----------
     Total Long-Term Debt                                                      3,141,193      3,481,697
                                                                             -----------    -----------
     Total Liabilities                                                         9,003,116      8,337,971
                                                                             -----------    -----------

Minority Interests                                                             3,278,878      3,612,087
                                                                             -----------    -----------


Stockholders' Equity  (Deficit):
 Series A convertible preferred stock ($0.001 par value; 3,000,000 shares
 authorized; 2,000,000 and 1,500,000 shares issued and outstanding;
 aggregate liquidation preference of $2,000,000 and $1,500,000; cumulative
 undeclared dividends of $263,161 and $207,962 respectively at
 March 31, 2008 and December 31, 2007)                                           915,666        867,828
Common stock ($0.001 par value, 50,000,000 shares
 authorized, 14,071,024 shares issued and outstanding
 at March 31, 2008 and December 31, 2007)                                         14,071         14,071
Additional paid-in capital                                                     2,465,727      2,374,621
Retained earnings (deficit) after December 31, 2004                           (8,295,499)    (7,140,954)
                                                                             -----------    -----------
                                                                              (4,900,035)    (3,884,434)
Subscriptions issuable                                                           344,460        344,460
                                                                             -----------    -----------
     Total Stockholders' Equity (Deficit)                                     (4,555,575)    (3,539,974)
                                                                             -----------    -----------

     Total Liabilities and Stockholders' Equity                              $ 7,726,419    $ 8,410,084
                                                                             ===========    ===========



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



                                       4
<PAGE>

                     Mortgage Assistance Center Corporation
          Consolidated Statements of Operations and Comprehensive Loss
                   Three Months Ended March 31, 2008 and 2007
                                   (Unaudited)



                                                  March 31,      March 31,
                                                    2008           2007
                                                                (Restated)
                                                -----------    -----------
Operating Revenues:
 Sales of portfolio assets                      $   333,767    $   588,960
 Servicing fees                                       4,512        114,396
 Rental income                                       52,500         53,004
 Other                                                 --           46,365
                                                -----------    -----------
    Gross operating revenues                        390,779        802,725
 Cost of portfolio assets sold                      370,415        318,958
                                                -----------    -----------
    Net operating revenues                           20,364        483,767
                                                -----------    -----------

Operating Expenses:
 Salaries, wages and contract labor                 708,415        598,034
 Selling, general and administrative expenses       399,944        324,128
 Depreciation and amortization                       30,278         12,113
 Bad debts                                           88,468        107,594
                                                -----------    -----------
    Total operating expenses                      1,227,105      1,041,869
                                                -----------    -----------

Operating loss                                   (1,206,741)      (558,102)
                                                -----------    -----------

Other income (expense):
 Interest and other income                            2,955          9,949
 Interest expense                                  (147,240)       (73,492)
 Loss on retirement of property                      (2,728)          --
                                                -----------    -----------

    Total other income (expense)                   (147,013)       (63,543)
                                                -----------    -----------

Loss from continuing operations before
    minority interests and income taxes          (1,353,754)      (621,645)
















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



                                       5
<PAGE>


                     Mortgage Assistance Center Corporation
          Consolidated Statements of Operations and Comprehensive Loss
                   Three Months Ended March 31, 2008 and 2007
                                   (Unaudited)




                                                             March 31,       March 31,
                                                               2008            2007
                                                                            (Restated)
                                                           ------------    ------------
Loss from continuing operations before
    minority interests and income taxes                    $ (1,353,754)   $   (621,645)

Minority interests                                              199,209         (78,995)
                                                           ------------    ------------

Loss from continuing operations before
    income taxes                                           $ (1,154,545)   $   (700,640)

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

Discontinued Operations
 (Income from Operations of Dutch Fork Capital LLC)                --            59,806
                                                           ------------    ------------

Net Loss                                                     (1,154,545)       (640,834)
                                                           ------------    ------------

Other comprehensive income                                         --              --

Comprehensive Loss                                         $ (1,154,545)   $   (640,834)
                                                           ============    ============

Basic and fully diluted earnings (loss) per weighted
 average common shares outstanding
 calculated on net loss and cumulative
 undeclared dividends on preferred stock:
    Continuing operations                                  $      (0.08)   $      (0.05)
    Net Loss                                               $      (0.08)   $      (0.05)


Weighted-average number of common stock outstanding:
    Basic                                                    14,071,024      12,725,124
                                                           ============    ============
    Fully diluted                                                  --              --
                                                           ============    ============




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










                                       6
<PAGE>


                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 2008 and 2007
                                   (Unaudited)



                                                                                Three Months Ended
                                                                            March 31,      March 31,
                                                                              2008           2007
                                                                                          (Restated)
                                                                           -----------    -----------
 Cash Flows From Operating Activities
  Net loss                                                                 $(1,154,545)   $  (640,834)
  Results of discontinued operations                                              --          (59,806)
                                                                           -----------    -----------
  Loss from continuing operations                                           (1,154,545)      (700,640)

Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
 Depreciation                                                                   30,278         12,113
 Non-cash stock-based compensation                                             138,944        248,332
 Minority interests in subsidiaries' net earnings (losses)                    (199,209)        78,995
 Loss on sale of assets                                                          2,728           --
 Change in assets and liabilities:
  Decrease in portfolio assets                                                 200,791       (443,962)
  Increase in accounts receivable from related parties                         (21,043)        (7,971)
  Decrease in prepaid expenses and other assets                                137,899        (61,706)
  Increase in accounts payable                                                  62,807         44,051
  Increase in accounts payable - related parties                               416,114           --
  Decrease in settlement costs                                                  (9,944)          --
  Increase in accrued fees and wages                                            53,415        (75,781)
  Decrease in other accrued liabilities                                        (91,743)          (838)
                                                                           -----------    -----------

 Total adjustments                                                             721,037       (206,767)
                                                                           -----------    -----------

                 Net Cash Provided (Used) by Operating Activities             (433,508)      (907,407)
                                                                           -----------    -----------

Cash Flows From Investing Activities

  Proceeds from Sale of property and equipment                                  10,000           --
  Additions to property and equipment                                          (10,907)       (17,900)
                                                                           -----------    -----------

                    Net Cash Provided (Used) by Investing Activities              (907)       (17,900)
                                                                           -----------    -----------





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


                                       7
<PAGE>


                     Mortgage Assistance Center Corporation
                      Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 2008 and 2007
                                   (Unaudited)



                                                                   Three Months Ended
                                                                March 31,      March 31,
                                                                  2008           2007
                                                               -----------    -----------
  Cash Flows From Financing Activities
Proceeds from issuance of debt to individuals and others       $   335,000    $   385,000
Repayments of debt to individuals and others                       (95,000)      (258,893)
Capital contributions from minority interests                         --          550,000
Refunds of capital contributions to minority interests            (117,933)      (128,315)
Distributions to minority interests                                (16,067)       (67,767)
Repayments of mortgage loans                                        (5,504)        (5,355)
                                                               -----------    -----------

   Net Cash Provided by Financing Activities                       100,496        474,670
                                                               -----------    -----------

   Net Cash Provided by Discontinued Operations                       --           36,964
                                                               -----------    -----------

   Net Decrease in Cash                                           (333,919)      (413,673)

   Cash at Beginning of Period                                     616,288      1,205,120
                                                               -----------    -----------

   Cash at End of Period                                       $   282,369    $   791,447
                                                               ===========    ===========

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

Cash Paid During the Quarter for:
 Interest                                                      $    16,637    $    61,639

</TABLE>









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





                                       8
<PAGE>



                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                           March 31, 2008 (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. The Company  completed an initial public offering in 1978
of its common stock in Florida. The Company has also operated under the names of
Portsmouth Corporation,  SAC-Delaware and Environmental Alternatives,  Inc. From
July 1, 2002 to May 2005 the Company had no assets or operating activities.

The  Company  changed its name on May 14,  2004 to  Mortgage  Assistance  Center
Corporation. The change was 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 and MAC became a wholly owned subsidiary of MACC.

Note 2 - Basis of Presentation and Principles of Consolidation
        ------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions to Form 10-Q and
Regulation S-K. They do not include all  information  and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete financial  statements.  However,  except as disclosed herein, there has
been no  material  change  in the  information  disclosed  in the  notes  to the
financial  statements  for the year ended  December  31,  2007  included  in the
Company's  Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission.  The  interim  unaudited  financial  statements  should  be  read in
conjunction  with those financial  statements  included in the Form 10-K. In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation,  consisting solely of normal recurring adjustments, have been made
and certain prior period  amounts have been  reclassified  to conform to current
period  presentation.   Operating  results  for  the  interim  periods  are  not
necessarily  indicative  of the results  that may be expected  for the  complete
year.
The accompanying financial statements are consolidated and include the financial
statements  of MACC  and its  wholly  owned  subsidiary,  MAC.  All  significant
intercompany accounts and transactions are eliminated in consolidation

The Company through its subsidiary, MAC, has a 50% ownership interest in certain
unincorporated joint ventures and acts as the manager of each joint venture and,
as such,  exercises control over each venture.  The other members of each of the
ventures do not have either (a) the substantive  ability to dissolve the venture
or otherwise remove the manager without cause, or (b) substantive  participating
rights.  Based on these  factors,  MAC's  interest in each of the joint ventures
meets the criteria for consolidation under the provisions of Emerging Issues Tax
Force Issue No.  04-5,  Determining  Whether a General  Partner,  or the General
Partners as a Group, Controls a Limited Partnership or



                                       9
<PAGE>

Note 2 - Basis of Presentation and Principles of Consolidation (continued)
         -----------------------------------------------------

Similar  Entity When the Limited  Partners Have Certain  Rights ("EITF Issue No.
04-5") and AICPA Statement of Position 78-9,  Accounting for Investments in Real
Estate ("SOP 78-9"). The consolidated  financial  statements include 100% of the
assets and  liabilities  of these  unincorporated  entities,  with the ownership
interests  of minority  investors  recorded in a noncurrent  caption,  "Minority
Interests."  The financial  statements for the quarter ended March 31, 2007 have
been revised to reflect the priority payments to the limited partners of certain
joint ventures as preferential  distributions of profit rather than as expenses,
consistent with the accounting treatment in the Company's Form 10-K for the year
ended December 31, 2007. In addition,  effective January 1, 2008, the balance of
the ownership interests of minority interests, where applicable, were revised to
reflect 100% of the cumulative  losses through  December 31, 2007, in accordance
with the provisions of the individual  joint venture  agreements.  Prior periods
have not been  restated for this change as the impact was not  material.  On May
17, 2007, MAC sold its 50% interest in the future profits of Dutch Fork Capital,
LLC ("Dutch  Fork") to the other 50% partner in that venture for $300,000  cash.
Two of MACC's former directors have indirect ownership  interests in Dutch Fork.
At March 31, 2007 and December 31, 2007, and for the periods then ended,  all of
the assets,  liabilities and applicable minority interests were eliminated,  and
the results of  operations  were  classified  as  Discontinued  Operations.  The
Company has a minority  interest in certain  unconsolidated  joint ventures that
have been funded  through a Venture  Funding  Agreement  entered into  effective
October 22,  2007 for  acquiring  various  pools of  distressed  real estate and
mortgage  notes.  The funding  agreement is further  explained in Note 17 of the
December 31, 2007 10-K. The consolidated financial statements do not include the
assets and  liabilities of these entities as the Company's  ownership  interests
are reported using the equity method of accounting according to the terms of the
joint venture  agreements.  As of March 31, 2008,the  Company has not earned any
income  associated  with the  operations  of these  ventures  and has  therefore
assigned  no value to its equity in these  unconsolidated  joint  ventures as of
that date.

Note 3 - Description of Business
         -----------------------

Through MAC, the Company operates as a financial services company, acquiring and
managing  pools of  distressed  real  estate-based  mortgages  and  real  estate
acquired by foreclosures of mortgage notes. The types of mortgage pools acquired
include  non-performing,  charged-off,  sub-prime  mortgages,  typically between
ninety days and two years past due and secured by residential real estate.

The Company resells a substantial  portion of its loans in various-sized  pools,
or it forecloses when loans held in its portfolio continue to be in default.  As
a result,  the  Company  may be engaged in owning  single-family  dwellings  and
possibly other real estate.  Such foreclosed real estate is held,  rehabilitated
where necessary, and sold.

Note 4- 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



                                       10
<PAGE>

Note 4- Going Concern Uncertainty  (continued)
        -------------------------

operating losses for quarter ended March 31, 2008 and prior years,  resulting in
an accumulated  stockholders' deficit as of March 31, 2008. These factors, among
others,  may  indicate  that the  Company  will be unable to continue as a going
concern for a reasonable period of time. The financial statements do not include
any adjustments  relating to the  recoverability of assets and classification of
liabilities  that might be necessary should the Company be unable to continue as
a going concern. The Company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its obligations on a timely
basis,  to obtain  additional  financing or refinancing as may be required,  and
ultimately to sustain  profitability.  The Company  continues to actively pursue
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  working  capital.  In
addition,  the Company  continues to explore  opportunities to secure additional
sources  of debt  or  other  financings  as a means  of  more  cost  effectively
acquiring pools of mortgage notes and foreclosed  properties.  However, there is
no  guarantee  that the  Company  will  receive  sufficient  funding  to sustain
operations and/or implement any future business plans.

Note 5 - Share-Based Compensation
         ------------------------

The Company  recognizes  expense for its share-based  compensation  based on the
fair value of awards that are granted in accordance  with Statement of Financial
Accounting  Standards No. 123R,  Share-Based  Payments.

At March 31, 2008, the Company had stock options for a total of 2,482,000 shares
outstanding  under its 2006 Equity  Incentive  Plan.  All of these  options were
granted on or after November 28, 2006. The total compensation cost that has been
charged  against  income for all such  options was $138,944 for the three months
ended March 31, 2008 and $248,332 for the three months ended March 31, 2007. The
share-based compensation expense increased the basic loss per share by $0.01 for
the quarter ended March 31, 2008. The result reflects no related tax benefit due
to the  Company's  full  valuation  allowance on its deferred tax assets.  As of
March 31, 2008, there was $146,235 of compensation expense related to non-vested
share awards that is expected to be recognized over a period of three years.

The Company entered into two year employment agreements upon the hiring of a new
President and Chief Financial Officer in February and March 2007,  respectively.
The new officers were granted  incentive  stock options for 1,750,000  shares of
common  stock under the Plan,  with one third of such options  exercisable  upon
execution of the employment  agreements,  and the remaining two thirds  becoming
exercisable,  one third upon each successive anniversary date, provided that the
officers are employed by the Company on each anniversary date. The fair value of
these options was determined by a commercially available software value of these
options was determined by a commercially  available software product utilizing a
proven trinomial  lattice  valuation  methodology.  Based on this analysis,  the
weighted-average   value  of  the  options  at  grant  was   determined   to  be
approximately  $.43.   Allowing  for  potential  future  forfeitures,   non-cash
compensation  expense of $246,371 was  recorded for the quarter  ended March 31,
2007,  with the  remaining  compensation  expense  to occur in  future



                                       11
<PAGE>


Note 5 - Share-Based Compensation (continued)
         ------------------------

years  pursuant  to  vesting.  The amount  reflected  for March 31,  2008 is for
vesting of prior issued stock options.

In addition,  a total of 1,143,891  warrants were granted and  outstanding as of
March 31, 2008.  These warrant  shares were issued to consultants or advisors to
the company and were fully vested at grant.

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

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

           Weighted-average grant date
           fair value of options and warrants granted           $0.25

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

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

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

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

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



                                       12
<PAGE>


Note 6 - Related Party Transactions
         --------------------------

From time to time,  advances are made between the Company and the joint ventures
to cover costs on services  that the Company has as the  Managing  Member of the
joint  ventures.  As of March 31, 2008,  the amount in transition was $21,043 in
receivables from Strategic Equity Investments, whose CEO was named as a director
on May 15, 2008,  and $430,104 in payables  applicable  to other  unconsolidated
joint ventures.












                                       13
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Forward Looking Statements:

From  time to time,  certain  information  provided  by the  Company,  including
written  or  oral   statements   made  by  its   representatives,   may  contain
forward-looking information as defined in Section 21E of the Securities Exchange
Act of 1934.  Forward-looking  statements include  statements  concerning plans,
objectives,  goals,  strategies,  future events or  performance  and  underlying
assumptions and other statements,  which are other than statements of historical
facts.  Certain  statements  in this Form 10-Q are  forward-looking  statements.
Words  such  as  "expects",   "believes",   "anticipates",   "may",   "intends",
"projects",  "estimates"  and  similar  expressions  are  intended  to  identify
forward-looking statements. The Company's expectations,  beliefs and projections
are expressed in good faith and are believed by the Company to have a reasonable
basis,  including  without  limitation,  management's  examination of historical
operating  trends,  and data  contained in the Company's  records and other data
available  from third parties;  but there can be no assurance that  management's
expectation,   beliefs  or  projections   will  be  achieved  or   accomplished.
Forward-looking  statements  are subject to risks and  uncertainties  that could
cause actual results to differ  materially from those projected.  Such risks and
uncertainties  include,  but are not  limited  to,  limited  operating  history,
historical  operating losses and the uncertainty of the Company's  profitability
in the future,  the need to raise additional  capital to sustain  operations and
implement  its future  business  plan,  and other factors that may be beyond the
Company's control.  These factors include changes in regulations or legislation,
adverse  determination  with respect to litigation  or other claims,  ability to
recruit and retain  employees,  availability  of  mortgage  note  portfolios  at
acceptable  prices,  and  increases in  operating  costs.  A more  comprehensive
discussion of risk factors is included in the  Company's  Form 10-K for the year
ended  December 31, 2007.  The Company has no obligation  to publicly  update or
revise these  forward-looking  statements  to reflect the  occurrence  of future
events or circumstances.

Business Overview:

The Company buys,  sells and manages  distressed  single-family  real estate and
non-performing mortgages secured by single-family residential real estate in the
secondary market in the United States through its subsidiary MAC.

MAC  purchases  non-performing,  charged-off,  sub-prime  first and second  lien
mortgages. These mortgage notes are secured by real estate, are typically ninety
days to two years past due at the time of purchase,  and in many cases have been
foreclosed  upon. These mortgages are purchased in pools or portfolios of assets
from major lending  institutions  and usually at a  substantial  discount to the
outstanding  principal balance and to the current market value of the underlying
real estate.  This business model enables MAC to provide assistance to borrowers
and 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 though four primary  activities  including:  (a)
immediate  resale of its mortgage notes to other investors;  (b)  rehabilitating
the note to  performing  status and  reselling it to a secondary  investor;  (c)
foreclosing  or obtaining a  deed-in-lieu  of  foreclosure  on  properties  that
continue  to be  non-performing;  or (d)  purchasing  real  estate that has gone
through the  foreclosure  process  and then  either  renting or selling the real
estate. The Company believes that current and future market conditions signal an
increasing  rate of  foreclosures on residential  properties.  Accordingly,  the
Company anticipates increased business opportunities from this segment.



                                       14
<PAGE>

Additionally,  MAC generates  revenue through fees charged to manage and service
mortgage  notes for its joint  ventures  and other  investors.  When the Company
acquires a loan or pool of loans,  the  process of  resolution  begins  with the
borrower,  changing the status of  non-performing  loans into either  performing
loans or foreclosing on the real estate. The Company may resell a portion of its
loans in  various-sized  loan  pools.  The  Company  may  foreclose  on  certain
properties  when loans held in its  portfolio  continue to be in  default.  As a
result,  the  Company  will be engaged  in owning  single-family  dwellings  and
possibly  other  real  estate.   Such   foreclosed  real  estate  may  be  held,
rehabilitated where necessary, and sold.

The Company has historically  financed the acquisition of its loan pools through
various  profit  participation  entities  directly with investors and by issuing
promissory  notes to  individuals  and  investment  entities.  In addition,  the
Company has historically  sustained  recurring losses from operations and had an
accumulated  stockholders'  deficit as of March 31, 2008.  These  circumstances,
along with others  discussed  in this  section and  elsewhere  in this Form 10-Q
creates  substantial risk regarding the Company's ability to continue as a going
concern.

Liquidity and Capital Resources
------------------------------------------
     Cash and cash equivalents  totaled $282,369 as of March 31, 2008,  compared
     with $616,288 as of December 31, 2007.

Net cash provided by operating activities
----------------------------------------------------
     Net cash used in  operating  activities  was  $433,508 for the three months
     ended March 31,  2008,  compared  with  $907,407 for the three months ended
     March 31, 2007. The net loss discussed  below was the primary factor in the
     net cash used in operations.

Net cash used in investing activities
-------------------------------------------
     Net cash used in investing  activities  was $907 for the three months ended
     March 31, 2008,  compared with $17,900 for the three months ended March 31,
     2007. The increase in net cash used in investing  activities  represents an
     increase in cash proceeds from the sale of property and equipment.

     Due to the Company's limited available working capital, it projects that it
     will invest minimal amounts in additional capital  expenditures  during the
     remainder of the year,  only investing in maintenance  capital  critical to
     its continuing  operations;  such amounts may be increased dependent on the
     Company's  ability to generate  cash flow from  operations  and/or  acquire
     additional funds through future financing activities.

Net cash provided by financing activities
-------------------------------------------------
     Net cash provided by financing activities was $100,496 for the three months
     ended March 31,  2008,  compared  with  $474,670 for the three months ended
     March 31, 2007.



                                       15
<PAGE>

Cash requirements
----------------------
     As mentioned in prior reports,  the Company has historically been unable to
     generate  sufficient  cash from  operations  to meet its ongoing  financial
     obligations,  and has continued to rely on additional  borrowings and sales
     of stock to provide adequate liquidity.

     The Company continues to actively pursue  alternative  financing options to
     fund the Company's working capital requirements, and those options include,
     but are not limited to,  additional  equity sales or debt  financing  under
     appropriate market conditions;  allegiances or partnership  agreements;  or
     other  business   transactions   which  could  generate   adequate  funding
     opportunities.  The Company  also  continues  to explore  opportunities  to
     secure  additional  sources  of  debt  financing  as a means  of more  cost
     effectively  acquiring  pools of mortgage notes and foreclosed  properties.
     However,  there is no guarantee  that the Company  will receive  sufficient
     funding to sustain operations or implement any future business plans.

Results of Operations
----------------------------

Gross Operating Revenue from Continuing Operations
-----------------------------------------------------------------------
     Gross  operating  revenue  for the three  months  ended  March 31, 2008 was
     $390,779  compared with $802,725 for the three months ended March 31, 2007,
     a decrease of $411,946, or 51%.

     As  discussed  in  Note  2  to  the  accompanying   consolidated  financial
     statements,  the results of operations  applicable to the joint ventures in
     which  the  Company  has  less  than  a  50%  ownership  interest  are  not
     consolidated;  and therefore the gross operating  revenues are not included
     in the Consolidated Statement of Operations.

Net Operating Revenue from Continuing Operations
--------------------------------------------------------------------
     Net operating  revenue,  as a percentage  of sales,  was 5% and 49% for the
     three months ended March 31, 2008 and March 31, 2007, respectively.  Margin
     contribution  dollars  decreased  from  $483,767 to $20,364,  a decrease of
     $463,403, or 90%.

     Net operating revenue decrease for the reason noted above.

Operating Expenses from Continuing Operations
---------------------------------------------------------------
     Operating expenses,  as a percentage of gross operating revenue,  were 314%
     and 130% for the three  months  ended  March 31,  2008 and March 31,  2007,
     respectively.   The   Company   continues   to  invest  in  the   operating
     infrastructure  and other  resources  required to support  the  anticipated
     additional asset pools.

Net loss
---------------
     Net loss was $ (1,154,545) and $ (640,834) for the three months ended March
31, 2008 and March 31, 2007, respectively.



                                       16
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4T.  Controls and Procedures

Controls and Procedures

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

Disclosure Controls and Procedures

As of the end of the March 31, 2008 reporting period, the Company carried out an
evaluation,  under  the  supervision  of  and  with  the  participation  of  the
management, including the Company's Chairman and Chief Executive Officer and the
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's  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,  management,  including the
Chief Executive Officer and Chief Financial Officer,  believe that the Company's
disclosure controls and procedures are designed to provide reasonable  assurance
of achieving their objectives and, based upon the aforementioned evaluation, our
Chief  Executive  Officer and the Chief  Financial  Officer  concluded  that the
Company's  disclosure  controls and procedures were effective at that reasonable
assurance level in timely alerting them to material  information relating to the
Company required to be included in the Company's period SEC filings.

Changes in Internal Control Over Financial Reporting

During an evaluation of the  effectiveness  of the Company's  internal  controls
over  financial  reporting  conducted in connection  with the  Company's  Annual
Report on Form 10-K.  Based on this assessment,  management  determined that the
Company's internal control over financial  reporting as of December 31, 2007 was
not effective as the Company had  ineffective  segregation of duties between its
accounting   and  check   signing   process   which  could  result  in  material
misstatements  to annual  or  interim  financial  statements  that  would not be
prevented  or  detected.  Remediation  to address  this  material  weakness  was
completed  during the quarter  ended March 31, 2008,  having  segregated  duties
between signing checks and having access to the computer system. Other than this
remediation  effort,  there was no change in the Company's internal control over



                                       17
<PAGE>

financial  reporting that has materially  affected,  or is reasonably  likely to
materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

The management of the Company is responsible  for  establishing  and maintaining
adequate  internal  control over  financial  reporting.  The Company's  internal
control over  financial  reporting is designed to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting principles.

Management conducted an evaluation of the effectiveness of the internal controls
over financial reporting based on the framework in Internal Control - Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial  statement  preparation  and  presentation.  Also,  projections of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

Management  assessed the  effectiveness  of the Company's  internal control over
financial  reporting as of March 31, 2008. Based on management's  assessment and
those  criteria,  management  believes that the internal  control over financial
reporting as of March 31, 2008 was effective.

Managements  internal  control  report  was not  subject to  attestation  by the
Corporation's   independent   registered  public  accounting  firm  pursuant  to
temporary  rules of the  Securities  and  Exchange  Commission  that  permit the
Corporation to provide only management's report.




                                       18
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

None

Item 1A.  Risk Factors.

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

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

Effective  February 12, 2008, the Company entered into two agreements (the "Note
Agreements")  pursuant  to which the Company  may borrow up to an  aggregate  of
$600,000  (the  "Funding  Commitment")  through one or more  advances.  The Note
Agreements  provide that the Company may, from time to time, request advances up
to the Funding Commitment;  provided,  among other things, that (a) no more than
two  advances may be requested  during any  calendar  month,  and (b) no advance
shall be less than $25,000. The first advances under the Note Agreements,  in an
aggregate amount of $300,000, were received by the Company on February 12, 2008.

Amounts  outstanding  under the Note  Agreements  bear  interest  at the rate of
fifteen percent per annum,  compounded  monthly.  All outstanding  principal and
accrued interest on advances is due and payable upon demand.

Repayment  of  advances  under the Note  Agreements  is secured by pledge of the
membership  of other  equity  interests  held by the  Company in  various  joint
ventures  formed  by the  Company  for the  purpose  of  acquiring  and  holding
portfolios of distressed, single-family real estate and non-performing mortgages
that the Company manages.

In connection with the Note  Agreements,  the Company has granted to each lender
thereunder, the right, exercisable at any time after the earlier to occur of (a)
a going private transaction,  or (b) February 12, 2009, to purchase 12.5% of the
capital  stock of the Company for a nominal  consideration  (an  "Option").  The
issuance by the Company of each Option was made in reliance  upon the  exemption
available from registration under Section 4(2) of the Securities Act of 1933.

CSSF Master Fund,  LP, one of the lenders under the Note  Agreements,  is also a
member in Canyon Ferry Capital LLC, a joint venture  previously  established  by
the  Company's  subsidiary,   Mortgage  Assistance  Corporation,  to  acquire  a
portfolio of real estate properties.  MAC is also a member of the joint venture,
serves as its manager and  services the real estate  portfolio.  Pursuant to the
terms  governing this joint venture,  MAC receives a share in the profits of the
joint  venture  once its  venture  partners  have  received  the amount of their
capital contribution to the venture, plus a preferred return on such capital.

At the time the Company entered into the Note  Agreements,  Mr. Payne was one of
our  directors  and was an  employee of the  investment  advisor for CSSF Master
Fund.  In such  capacity,  Mr. Payne may receive  bonus  compensation  from this
investment advisor based on the performance of CSSF Master Fund.



                                       19
<PAGE>


Item 3.  Defaults upon Senior Securities.

N/A

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

None

Item 5.  Other Information.

Directors and Officers
----------------------

Change of Directors and Executive Officers
------------------------------------------

The Board of Directors  accepted the resignation of Mr. Rod Jones as Director on
March 17, 2008. On April 8, 2008, the Board accepted the resignation of Mr. Bill
Payne as director.  On April 30, 2008, the Board accepted the resignation of Mr.
Dan Barnett as director.  The Board also accepted the resignation of Mr. Richard
Coleman as the Company's Chief Financial Officer on February 4, 2008.

Mr.  Dennis  Downey.  Effective  April 6, 2008,  the Board  appointed Mr. Dennis
Downey as our  Chief  Operating  Officer  and as a  director  to fill one of the
vacancies on the Board.

Mr.  Downey has 22 years of  commercial  real estate  financing  and real estate
investment experience. From 2004 to 2008 Mr. Downey was the founder and chairman
of  Downey  Capital  Corporation,  a  Financial  Intermediary  for  clients  and
Investment  Bankers.  From 1997 to 2004 Mr. Downey was Senior Vice President for
PW Funding where he led the firm's national commercial lending marketing efforts
including Fannie Mae and Freddie Mac loan programs in the Southwest.  Mr. Downey
earned  his  Bachelor  of  Arts  degree  from  California   State  University  -
Sacramento.

Mr.  Downey is  employed  by the  Company  on an at-will  basis,  at a salary of
$180,000 per year.

Mr.  Robert  Mangold.  Effective  May 15, 2008,  the Board  appointed Mr. Robert
Mangold as a director to fill one of the vacancies on the Board.

Mr.  Mangold is the  President  and Chief  Executive  Officer  of Money  Mastery
Advisors,  LLC since 2007, One Source Realty,  One Source Mortgage & Investments
and  Insurance  Affiliates  of  Arizona  since  2001,  all of which are based in
Scottsdale,  AZ. Mr.  Mangold has been involved in the real  estate/lending  and
investment industry since 1992 and has been an active real estate investor since
1981.  He has been  recognized by National  Relocation  Magazine as an expert on
real estate and  investment  strategies.  In addition,  Mr.  Mangold  frequently
appears on local  radio as a guest on changes  and trends in the real estate and
mortgage markets.  He has taught Equity Management Seminars all over the country
to some of the top  mortgage  and real  estate  companies.  He  frequently  does
consulting work with lending institutions and builders across the country.

Mr.  Mangold  attended  Purdue  University  and  earned his  Bachelor  degree in
business.

As a director, Mr. Mangold will receive no compensation,  but will be reimbursed
for expenses incurred in connection with travel to and from board meetings.



                                       20
<PAGE>


Prior to being  appointed to the  Company's  board of  directors,  Mr.  Mangold,
through  one  or  more   affiliates,   and  the  Company  entered  into  several
transactions  pursuant to which Mr. Mangold or such affiliates  invested in real
estate  portfolio joint  ventures,  purchased  properties  from the Company,  or
otherwise   provided   funding  to  the  Company.   In  connection   with  these
transactions,  since  January 1, 2007,  Mr.  Mangold has received  approximately
$309,177 from the Company in commissions, $4,661 in profits from joint ventures,
and warrants to receive 309,177 shares of the Company's common stock.

In addition,  on August 10, 2007, in connection with a $300,000 bridge loan, the
Company agreed to issue to Mr. Mangold a warrant to purchase  37,522,464  shares
of common stock at an exercise  price per share equal to the closing  price of a
share of the common stock on the day  immediately  preceding the date warrant is
issued.  The Company also agreed to issue an  additional  warrant  providing the
opportunity  to receive an additional  56,283696  shares of common  stock.  This
warrant will become exercisable with respect to 3,752,246 shares of common stock
for every  $2,000,000  in  additional  equity or debt  funding  provided  to the
Company by the investor or his affiliates, if and when requested by the Company;
provided that he or his affiliates  have such funds  available for such purpose.
These  warrants  will be issuable by the Company to the investor  upon filing of
the Amendment with the Florida Department of State and have a term of five years
from the date of issue. It is further anticipated that any debt funding provided
by Mr. Mangold or his affiliates would bear interest at a rate equal to at least
twelve percent (12%) per annum, and could remain  outstanding for no longer than
twenty-four (24) months.  On August 10, 2007, Mr. Mangold's right to receive the
aforementioned warrants was mutually terminated.

Sandra  Valiquette.  Effective  February 12, 2008, the Company  appointed Sandra
Valiquette as the Company's  Principal  Financial  Officer and  Controller.  Ms.
Valiquette  previously served as the Company's Controller from 2004 through 2006
and most recently served as the Company's principal accounting officer. Prior to
joining the Company,  Ms. Valiquette served in various capacities with companies
in both  insurance  and the  savings  & loan  industry.  From  1999 to 2002  Ms.
Valiquette  was Senior Staff  Accountant  and  Controller  for Reliant  American
Insurance Company, a startup insurance company. From 1996 to 1999 Ms. Valiquette
was Vice President and Corporate  Controller for Summit Global Partners,  Inc, a
startup  insurance  broker.  Ms.  Valiquette  is a  graduate  of Texas  Wesleyan
University in Fort Worth,  Texas where she majored in  accounting  and business.
She is a licensed Texas CPA.

Ms.  Valiquette is employed by the Company on an at-will  basis,  at a salary of
$80,000 per year.

There are no family relationships between or among Messrs. Downey and Mangold or
Ms.  Valiquette  and the  Company's  other  officers  or members of its board of
directors.




                                       21
<PAGE>



Item 6.  Exhibits.

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

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

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

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

























                                       22
<PAGE>




SIGNATURES

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

                                      MORTGAGE ASSITANCE CENTER CORPORATION




Date:  May 20, 2008                   By: /s/ Ronald E. Johnson
                                          --------------------------------------
                                          Ronald E. Johnson
                                          President and Chief Executive Officer



Date:  May 20, 2008                   By: /s/ Sandra Valiquette
                                          --------------------------------------
                                          Sandra Valiquette
                                          Controller
                                          (Principal Financial Officer)
















                                       23