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 September 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 September 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



                     Mortgage Assistance Center Corporation




                        Consolidated Financial Statements


                                       And



                        Report of Independent Registered
                             Public Accounting Firm


                               September 30, 2005




<PAGE>

                     Mortgage Assistance Center Corporation


                                Table of Contents




                                                                            Page
                                                                            ----

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

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

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

     Consolidated Statements of Cash Flows
         for the nine months ended September 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  September  30,  2005  and  the
consolidated statements of operations and comprehensive loss for the three-month
and nine-month  periods ended  September 30, 2005 and 2004 and the  consolidated
statements of cash flows for the nine-month periods ended September 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  September  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 September  30, 2004  financial  statements  which
reflect  total assets of  $1,850,162  at December 31, 2004 and total  revenue of
$829,221 for the nine-month period ended September 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 September 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
November 11, 2005




















                                      F-3
<PAGE>

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


                                     ASSETS

                                                   September 30,    December 31,
                                                        2005            2004
                                                    (Unaudited)      (Audited)
                                                                     (Restated)
                                                   -------------   -------------
Current Assets:
   Cash and cash equivalents                       $      15,294   $     572,884
   Portfolio assets, at cost                             708,562         764,868
   Accounts receivable-related parties                    82,556          49,668
   Prepaid expenses                                        6,666          34,866
                                                   -------------   -------------

                                                         813,078       1,422,286

                                                   -------------   -------------
Property and Equipment, at cost:
   Furniture, equipment and computers                    102,492          58,352
   Less accumulated depreciation                          23,646          11,133
                                                   -------------   -------------

                                                          78,846          47,219
                                                   -------------   -------------
Investments And Other Assets:
   Investment in public company                             --           295,000
  Investment in  MAP/MAC, LLC                            234,300          39,797
  Deposits                                                 3,000           3,000
                                                   -------------   -------------

                                                         237,300         337,797
                                                   -------------   -------------

Total Assets                                       $   1,129,224   $   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
         September 30, 2005 (Unaudited) and December 31, 2004 (Audited)




                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                            September 30,     December 31,
                                                                 2005             2004
                                                             (Unaudited)        (Audited)
                                                                               (Restated)
                                                            -------------    -------------
<S>                                                         <C>              <C>
Current Liabilities:
   Bank overdraft                                           $     128,945    $        --
   Notes payable-individuals                                      934,200          948,000
   Accounts payable-trade                                         136,336          177,622
   Accounts payable-others                                        153,822           89,784
   Accrued consulting fees                                         50,000             --
   Accounts payable-related parties                                  --             18,422
   Accrued interest payable                                        43,955            8,274
   Other accrued liabilities                                        8,275            4,051
                                                            -------------    -------------

                                                                1,455,533        1,246,153

                                                            -------------    -------------
Long-term Debt:
   Notes payable-individuals                                      578,083          373,200
   Mortgage payable                                                71,200             --

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

                                                                  649,283          373,200
                                                            -------------    -------------

Commitments (Note 12)

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)                                (24,962,927)     (23,798,786)
                                                            -------------    -------------
                                                                 (977,752)         185,789
Subscriptions issuable                                              2,160            2,160
                                                            -------------    -------------
                                                                 (975,592)         187,949
                                                            -------------    -------------

   Total Liabilities and Stockholders' Equity               $   1,129,224    $   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 Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                        hree Months Ended             Nine Months Ended
                                                          September 30,                  September 30,
                                                      2005            2004            2005            2004
                                                                   (Restated)                      (Restated)
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>

Revenues:
   Sales of portfolio assets                      $     20,660    $    166,530    $    354,675    $    829,221
   Cost of portfolio assets sold                        30,994         107,300         251,937         582,973
                                                  ------------    ------------    ------------    ------------
      Gain (loss) on sale of portfolio assets          (10,334)         59,230         102,738         246,248
   Servicing fees from affiliates and others            56,643            --           151,550             190
   Income from joint venture                            84,272            --           194,503            --
   Other income (loss)                                  (8,421)            496           4,628           7,636
                                                  ------------    ------------    ------------    ------------
      Total Revenues                                   122,160          59,726         453,419         254,074
                                                  ------------    ------------    ------------    ------------

Operating Expenses:
   Selling, general and administrative expenses        459,021         282,716       1,106,751         725,839
   Compensation expense related to
      common stock issuances at less
      than "fair value"                                   --              --              --           838,736
   Depreciation and amortization                         5,580           2,567          12,512           7,120
                                                  ------------    ------------    ------------    ------------
      Total operating expenses                         464,601         285,283       1,119,263       1,571,695
                                                  ------------    ------------    ------------    ------------

Operating loss                                        (342,441)       (225,557)       (665,844)     (1,317,621)


Other income (expense):
   Interest expense                                    (45,356)        (96,644)       (137,133)       (127,941)
   Merger expense                                       (4,758)           --          (299,758)           --
   Investor relations expense                          (61,406)        (52,977)        (61,406)        (52,977)
                                                  ------------    ------------    ------------    ------------

Loss before provision for income taxes                (453,961)       (375,178)     (1,164,141)     (1,498,539)

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

Net Loss                                              (453,961)       (375,178)     (1,164,141)     (1,498,539)

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

Comprehensive Loss                                $   (453,961)       (375,178)     (1,164,141)     (1,498,539)
                                                  ============    ============    ============    ============
Net loss per weighted-average share
   of common stock outstanding, calculated
   on Net Loss - basic and fully diluted          $      (0.04)   $      (0.03)   $      (0.09)   $      (0.12)
                                                  ============    ============    ============    ============

Weighted-average number of shares of
   common stock outstanding                         12,725,720      12,625,720      12,662,016      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
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                                                 September 30,
                                                                              2005           2004
                                                                                         (Restated)
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Cash Flows From Operating Activities
  Net loss                                                                $(1,164,141)   $(1,498,539)
                                                                          -----------    -----------
  Adjustments to reconcile net loss to net
  cash provided (used) by operating activities:
    Depreciation                                                               12,512          7,120
    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                                                (194,503)          --
    Merger expense                                                            295,000       (235,000)
    Change in assets and liabilities, excluding effect of
      acquisition of businesses:
        (Increase) decrease in portfolio assets                                56,306        426,605
        (Increase) decrease in accounts receivable from related parties       (51,310)       (44,658)
        (Increase) decrease in prepaid expenses                                28,200         42,187
        Increase (decrease) in bank overdraft                                 128,945           --
        Increase (decrease) in accounts payable                                22,752        (21,756)
        Increase (decrease) in accured consulting fees                         50,000           --
        Increase (decrease) in accrued interest                                35,681         16,676
        Increase (decrease) in other accrued liabilities                        4,224          5,278
                                                                          -----------    -----------

    Total adjustments                                                         388,407      1,043,660
                                                                          -----------    -----------

         Net Cash Provided (Used) by Operating Activities                    (775,734)      (454,879)
                                                                          -----------    -----------

Cash Flows From Investing Activities

     Purchase of property and equipment                                       (44,139)       (17,951)
                                                                          -----------    -----------

         Net Cash Used by Investing Activities                                (44,139)       (17,951)
                                                                          -----------    -----------
</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
                  Nine Months Ended September 30, 2005 and 2004
                                   (Unaudited)

                                                                      Nine Months Ended
                                                                        September 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                     784,083         790,000
   Repayment of debt to individuals                                 (593,000)       (220,000)
   Proceeds from mortgage loan                                        71,200            --
   Repayment of advances from officers                                  --           (33,225)
                                                                ------------    ------------

             Net Cash Provided (Used) by Financing Activities        262,283         561,775
                                                                ------------    ------------

             Net Increase (Decrease) in Cash                        (557,590)         88,945

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

             Cash at End of Period                              $     15,294    $    165,478
                                                                ============    ============


   Supplemental Disclosures of Cash Flow Information


   Cash Paid During the Period for:
   Interest                                                     $    101,452    $    111,265
   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
                               September 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 of the definitive Business  Combination  Agreement,  in
         August 2005 MACC  acquired  all of the issued and  outstanding  capital
         stock of Mortgage  Assistance  Corporation.  MAC is now a wholly  owned
         subsidiary of MACC as described in Note 3.



                                      F-9
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                               September 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
                               September 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




                                      F-11
<PAGE>

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



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

         sole  officer  and  director  of the  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 September 30, 2005
         present the  combined  results of MACC and MAC for those  periods.  The
         results  of  operations  for the three  months  and nine  months  ended
         September   30,  2004  have  been   restated  to  furnish   comparative
         information.




                                      F-12
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                               September 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
                               September 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 the assets and  recognized as income or loss at
         the date of closing.

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

         Subsequent to acquisition, the amortized cost of real estate portfolios
         is evaluated for  impairment on a quarterly  basis.  The  evaluation of
         impairment  is determined  based on the review of the estimated  future
         cash receipts,  which  represents the net realizable  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  September  30,  2005 and
         December 31, 2004.



                                      F-14
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                               September 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
                               September 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 September 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
                               September 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 September 30, 2005:


                 Mortgage note receivable pools                      $   445,284
                 Real Estate portfolios                                  181,500
                 Other                                                    81,778
                                                                     -----------
                      Total portfolio assets                             708,562
                 Valuation allowance for impairment                         --
                                                                     -----------
                      Net portfolio assets                           $   708,562
                                                                     ===========



         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 nine  months  ended
          September  30, 2005 and net assets at September  30, 2005 for MAP/MAC,
          LLC is as follows:



                                      F-17
<PAGE>

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

          Results of operations:
               Total revenues                                      $   1,444,962
               Operating profit                                          389,006
               Net income                                                389,006

          Net assets:
               Current assets                                      $   1,138,299
               Noncurrent assets                                            --
                                                                   -------------
               Total assets                                            1,138,299

               Current liabilities                                       669,699
                                                                   -------------
                                                                   $     468,600
                                                                   =============



Note 8 - Notes Payable
         -------------
         At September 30, 2005,  notes payable to individuals  were comprised of
         the following:

























                                      F-18
<PAGE>

                     Mortgage Assistance Center Corporation
                   Notes to Consolidated Financial Statements
                               September 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

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

         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 (maturity extended)                     150,000

         Loan due interest only monthly at 14% maturing
            December 2005                                                 75,000

         Loans due interest only on a monthly or
         quarterly basis at 10%, maturing July 2005
         through August 2006                                             186,000
                                                                      ----------

            Total                                                      1,512,283

            Less portion due within one year                             934,200
                                                                      ----------

                                                                      $  578,083
                                                                      ==========






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




                                      F-19
<PAGE>

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



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

         During the period  ended  September  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 nine months ended September 30, 2005,
         $143,011 in servicing fees were recognized in income.  At September 30,
         2005, MAC had an account receivable from MAP/MAC, LLC of $5,005.

         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 $78,079 at September 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  $5,720 of  servicing  fees from ABOVO  Corporation  for the
         nine-months ended September 30, 2005.

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

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



                                                   Nine Months Ended
                                         September 30, 2005   September 30, 2004
                                         ------------------   ------------------
         Federal:
               Current                   $             --     $             --
               Deferred                                --                   --
                                         ------------------   ------------------
                                                       --                   --
                                         ------------------   ------------------
         State:
               Current                                 --                   --
               Deferred                                --                   --
                                         ------------------   ------------------
               Total                     $             --     $             --
                                         ==================   ==================







                                      F-20
<PAGE>
<TABLE>
<CAPTION>

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



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

         As  of  September  30,  2005  the  Company  had a  net  operating  loss
         carryforward  of  approximately  $10,900,000  to offset future  taxable
         income. Subject to current regulations, this carryforward will begin to
         expire in 2007. Due to the reverse acquisition  transaction with MAC in
         May 2005,  the usage of the Company's net operating  loss  carryforward
         will be  severely  limited.  The  amount  and  availability  of the net
         operating loss carryforwards may be subject to limitations set forth by
         Section 338 of the Internal Revenue Code. Factors such as the number of
         shares ultimately issued within a three year look-back period;  whether
         there  is a  deemed  more  than  50  percent  change  in  control;  the
         applicable  long-term  tax exempt bond rate;  continuity  of historical
         business;  and  subsequent  income of the  Company  all enter  into the
         annual   computation   of   allowable   annual   utilization   of   the
         carryforwards.

         The Company's  income tax expense for the periods  ended  September 30,
         2005 and 2004,  respectively,  differed  from the statutory tax rate of
         34.0% as follows:

                                                                        Nine Months Ended
                                                            September 30, 2005    September 30, 2004
                                                            ------------------    ------------------
<S>                                                         <C>                   <C>
Statutory rate applied to income
     before income taxes                                    $         (395,800)   $         (509,500)
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                395,800               224,300
                                                            ------------------    ------------------
Income tax expense                                          $             --      $             --
                                                            ==================    ==================
</TABLE>






                                      F-21
<PAGE>

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



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

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


                                                 September 30,     December 31,
                                                      2005             2004
                                                 -------------    -------------
         Deferred tax assets
              Net operating loss carryforwards   $   3,706,200    $   3,174,500
              Less valuation allowance              (3,706,200)      (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.

         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.




                                      F-22
<PAGE>

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



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

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

         In  accordance  with the Letter of  Agreement  with MAC in March  2004,
         Loper &  Seymour,  P.A.,  an escrow  agent,  agreed  to return  338,883
         (84,720,733  pre-split)  shares to the Company.  The Company elected to
         cancel the shares.  The effect of this  cancellation  has been  applied
         retroactive  to January 1, 2004. On June 23, 2005,  the Company  issued
         400,000  post-split shares for legal services pursuant to certain Legal
         Services Compensation  Agreements.  Of these issuances,  300,000 shares
         were issued to the  Company's  former legal  counsel,  Mary F. Seymour,
         Attorney at Law.

Note 12 - Commitments
          -----------

         Real Estate Purchase:

         Mortgage Assistance Corporation signed a contract for the purchase of a
         commercial  building  in  Dallas,  Texas to be used  for the  Company's
         offices and for lease to third party  tenants.  The  contract  purchase
         price is $1,250,000. MAC expects to purchase the building with $300,000
         cash at closing  and  mortgage  financing  of  $950,000.  The  building
         contains   approximately   70,000   square  feet  and  is  situated  on
         approximately 5.5 acres. Closing is planned prior to December 31, 2005.

         Consulting Contracts:

         The Company has contracted  with RJ Falkner & Company,  Inc. to provide
         consulting  services in regard to preparation of a Research  Profile on
         the Company, distribution of such reports,  identification of potential
         institutional   investors  and  other   matters   related  to  investor
         relations.  The contract is for twelve months,  continues monthly after
         January 15, 2006 unless  cancelled by either party.  Under the terms of
         the  contract FJ Falkner & Company,  Inc.  will be  compensated  $3,000





                                      F-23
<PAGE>

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


Note 12 - Commitments (continued)
          -----------

         Consulting Contracts: (continued)

         monthly and will be issued 50,000 shares of MACC common stock. MACC has
         agreed to register these shares with the SEC upon the  registration  of
         any other shares or within twenty-four months, whichever occurs first.

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

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

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

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

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

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







                                      F-24
<PAGE>

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

Business Overview
-----------------

         On August 10, 2005, we completed the acquisition of Mortgage Assistance
Corporation (MAC), a Texas corporation.  Mortgage  Assistance Center Corporation
("the  Company" or "MACC"  buys,  sells and manages  distressed  real estate and
non-performing  mortgages  secured by real estate in the secondary market in the
United States through its subsidiary, Mortgage Assistance Corporation ("MAC").

         MAC purchases non-performing,  charged-off,  sub-prime first and second
lien mortgages. These mortgages are secured by real estate, and are typically 90
days to 2 years past due at the time we buy them.  These mortgages are purchased
in pools or  portfolios  of assets  from  lending  institutions  and  usually at
discounts to the outstanding principal balance.

         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.

         Our Company is able to provide liquidity to lenders that need to remove
non-performing loans from their books in order to restore their lending power or
comply with government rules regarding non-performing loans.

         The  third  quarter  has  been an  excellent  foundational  period  for
Mortgage  Assistance  Center  Corporation.  We continue to implement  our growth
strategy and intend to raise additional  capital to purchase  mortgage pools. We
are building our  organization  such that we will be poised for the  anticipated
rapid growth.  We have  contracted to purchase a large office building in Dallas
that would allow for our expansion plans.

         Prior to our  acquisition  of MAC, we had  limited  capital to purchase
mortgage pools. Historically,  our Company entered into joint venture agreements
to fund mortgage pool purchases.  By funding  purchases  through joint ventures,
MAC was able to use its limited capital to focus on developing and expanding our
infrastructure and software. The performance of our acquisitions is just as good
as we had hoped,  but not at the volume that we  anticipate  in the future after
additional funds are raised.



<PAGE>

Results of Operation

While the quarter has not had the  financial  performance  that we anticipate in
the future,  we are excited about the solid foundation and the track record that
we are building.

As a result of funding  acquisitions  through joint ventures,  certain financial
comparisons are complicated by the financial  reporting  differences between the
Company and the joint  ventures.  Joint venture net income is a single line item
in our financial report and the underlying  detail of revenue or expenses do not
show up as separate line items.  The  discussion  herein  regarding  revenue and
expenses do not include the revenue and expense detail from the joint ventures.

For the three  months ended  September  30, 2005,  total  revenues  increased to
$122,160,  compared with  revenues of $59,726 in the third quarter of 2004.  The
Company  recorded a loss of  ($10,334)  on the sale of  mortgage  note and owned
property  during the third  quarter of 2005,  compared with a gain of $59,230 on
such  transactions  during  the  year-earlier  period.  Meanwhile,  the  Company
recorded  $56,643 in servicing  fees and $84,272 in joint venture  income during
the  most  recent  quarter.  There  was no  such  joint  venture  income  in the
prior-year quarter.

The Company  reported a net loss of  ($453,961),  or ($0.04)  per share,  in the
quarter ended September 30, 2005,  primarily due to significant costs associated
with taking MAC public  through a `reverse  acquisition'  transaction  which was
completed in August 2005.  These results  compare with a net loss of ($375,178),
or ($0.03) per share, in the three months ended September 30, 2004.

Total  revenues  for  the  nine  months  ended   September  30,  2005  increased
approximately  78 percent to $453,419,  compared with $254,074 in the first nine
months of 2004.  Gain on the sale of portfolio  assets  totaled  $102,738 in the
first nine months of 2005,  compared  with a gain of $246,248 in the  prior-year
period.  The Company  recorded  $151,550 in servicing fees and $194,503 in joint
venture  income in the nine months ended  September 30, 2005.  There was no such
income in the corresponding period of the prior year. As additional details, for
nine months this year, the joint ventures have had $1,444,961 in revenue that is
not reflected in the revenue  numbers  detailed  above.  We had no joint venture
revenue in the first nine months of 2004.

The Company  reported a net loss of  ($1,164,141),  or ($0.09) per share, in the
nine months ended September 30, 2005,  compared with a net loss of ($1,498,539),
or ($0.12) per share, in the first nine months of 2004.

Management's Plans to Raise Capital:
The continued  success of the Company will be largely  influenced by our ability
to raise  funds for  acquisitions  of  mortgage  pools and the  availability  of
non-performing loans.  Profitability will grow as our volume increases enough to
cover our fixed  infrastructure  costs.  The  Company  is able to service a much
larger volume of mortgages than is currently being  serviced.  With the focus on
growth, we are optimistic of future profitability.



<PAGE>

As for the availability of  non-performing  mortgages,  our purchase volume as a
percentage of the industry volume is miniscule.  The  historically  low purchase
prices of  mortgages  in our niche  cannot be  guaranteed  to  continue.  As for
funding,  the Company is actively pursuing  opportunities to raise large amounts
of  funds  in  order  to  be  able  to  purchase  even  larger   inventories  of
non-performing  mortgage pools. Funding sources include any combination of debt,
equity,  and profit sharing with  partners.  While the Company is optimistic and
has been  successful  in raising money in the past,  there is no guarantee  that
future funds will be available for our growth plans and operational expenses.

In addition,  the Company is beginning to explore  acquisition of competitors or
complimentary   business   and  assets  in  order  to  increase   capacity   and
efficiencies.  Any acquisition may be accomplished  through either stock or cash
or any combination of the two.

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

Revenue Recognition:

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

Long-Lived and Intangible Assets:

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


<PAGE>

Insurance:

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

Stock Options:

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

Employee Benefit Plans:

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

Forward Looking Statements:

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

Quantitative and Qualitative Disclosures about Market Risk:

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





<PAGE>

Item 3.     Controls and Procedures

As of the end of the  reporting  period,  September  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

We are not aware of any material legal proceedings against the Company.

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



<PAGE>

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

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

Item 3.  Defaults Upon Senior Securities

         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.






<PAGE>

                                   SIGNATURES

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

November 21, 2005                                   MORTGAGE ASSISTANCE
                                                    CENTER CORPORATION

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