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Mail Stop 6010


      July 5, 2005


Via U.S. Mail and Facsimile to (817) 633-9409

Scott A. Haire
Chief Executive Officer
MB Software Corporation
2225 E. Randol Mill Road Suite 305
Arlington, TX 76011


	Re:	MB Software Corporation
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
	Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
      File No. 000-11808

Dear Mr. Haire:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. In some of our comments, we may ask you
to
provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Form 10-KSB for the Fiscal Year Ended December 31, 2004

Item 8A. Controls and Procedures, page 9

1. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days before the filing date
of
your annual report.  Please revise future filings to disclose
management`s conclusion regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the annual report.  Refer to Item 307 of Regulation S-B
and Part III.F of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, Release No. 33-8238.

2. In future filings please revise the language used in your
disclosure concerning changes in your internal control over
financial
reporting to indicate whether there was any changes to your
internal
control over financial reporting that has materially affected, or
that is reasonably likely to materially affect, your internal
control
over financial reporting, consistent with the language used in
amended Item 308(c) of Regulation S-B.

Report of Independent Registered Public Accounting Firms, page F-2

3. We note that your corporate headquarters is located in the
Arlington, TX, your operations are based in Ft. Lauderdale, FL and
your accountants are located in Phoenix, AZ.  Please tell us why
your
auditor is from Arizona given the locations of your headquarters
and
operations.  While we note your auditors are registered with the
PCAOB, tell us if they are licensed to practice in Florida and
Texas.
If not, tell us why you believe they were qualified to perform the
audit.

Financial Statements

Note 3 - Business Acquisition, page F-11

4. We see that on August 20, 2004 you acquired all of the
outstanding
equity interests in Wound Care Innovations, LLC ("WCI") in
consideration for the issuance of 6,000,000 shares of restricted
stock.  It appears that MB Software and WCI are under the "common
control" of Mr. Cossutta and Mr. Haire as defined by paragraph 3
of
EITF 02-05. If our presumption is correct, tell us why the
transaction was not accounted for as the reorganization of
entities
under common control, i.e., in a manner similar to a pooling of
interests with assets transferred at their historical costs as
required by paragraphs D11 to D17 of SFAS 141. Please tell us your
consideration of this accounting basis for this transaction and
specifically address your consideration of the common control of
MB
Software and WCI.  If you have appropriately concluded the
entities
are not under common control, please explain to us what
consideration
you have given to paragraphs 15 to 19 of SFAS 141 in identifying
the
acquiring entity.  Tell us whether you believe the transaction
should
be accounted for as a reverse acquisition or recapitalization.
Please support your assertions with references to the
authoritative
accounting guidance upon which you relied.  We may have additional
comments after reviewing your response.

Note 4 - Related Party Transactions, page F-12

5. We see that you have engaged in various transactions with
related
parties, including the acquisition of WCI and borrowings from
related
entities. Related party transactions should be identified and the
amounts separately stated on the face of the income statement or
balance sheet, if material. Additionally, paragraphs 2 to 4 of
SFAS
57 require the disclosure of the nature of relationships, a
description of transactions, the dollar amount of transactions,
the
amounts due to or from related parties and also the nature of
control
relationships between related parties even if there are no
transactions between the enterprises. In accordance with SFAS 57,
please tell us more about your related party transactions and
update
future filings to disclose this information.

Form 10-QSB for the Quarter Ended March 31, 2005

Financial Statements

Note 4 - Other Assets - Patents, page 7

6. We see that you pay $75,000 per year as an option fee to
maintain
your rights to purchase certain property and you capitalize the
amount as an other asset.  Please tell us why you believe
generally
accepted accounting principles permit you to capitalize these
payments rather than expense them.  Please support your assertions
with references to the authoritative accounting guidance upon
which
you relied.  We may have additional comments after reviewing your
response.


	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kevin Kuhar, Staff Accountant, at (202) 551-
3662 or me at (202) 551-3603 if you have questions regarding these
comments on the financial statements and related matters.  In this
regard, do not hesitate to contact Angela Crane, Branch Chief, at
(202) 551-3554.




								Sincerely,



								Jay Webb
								Reviewing Accountant

Scott A. Haire
MB Software Corporation
July 5, 2005
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