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MB                                          2225 East Randol Mill Road Suite 305
                                            Arlington, Texas 76011
SOFTWARE CORPORATION                        (817) 633-9400   FAX (817) 633-9409
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December 20, 2005

United States
Security and Exchange Commission
Washington, DC 20549
Mail Stop 6010

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 June 30, 2005
FileNo. 000-11808

Dear Mr. Webb:

We have  reviewed your response  letter dated  September 9, 2005 and  subsequent
filings and have the following additional  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

Financial Statements

Note 3- Business Acquisitions, Page F-11

1. Please refer to prior comment 4. We note your response which states that "Mr.
Cossutta and Mr. Haire are the  controlling  shareholders  of MB and WCI." Since
you indicate  Mr.  Cossutta and Mr.  Haire have  "control"  over both  companies
(refer to Rule 1-02.g of  Regulation  S-X for a  definition  of  "control"),  it
appears to us the  transaction  between MB Software and WCI should be treated as
the  reorganization of entities under common control as prescribed by paragraphs
D11 to D 17 of SF AS 141 and not as an acquisition  under  purchase  accounting.
Please note the following:

Paragraphs  D 11  through D 18 of  Statement  141  provide  that the  assets and
liabilities transferred as a result of a reorganization of entities under common
control should be recorded in a manner  similar to that in  pooling-of-interests
accounting.  Historical financial statements of the entity receiving the periods
during which the companies were under common control. Any nonstock consideration



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given in exchange for the stock or net assets of the transferred  company should
be recognized at the date paid,  with an offsetting  adjustment of equity.  EITF
Issue No. 90-5,  "Exchanges of Ownership Interests between Entities Under Common
Control" (see  Interpretation  11-3),  defines "historical cost" for substantive
operating  companies as the carrying  amount of the "parent," which in this case
would be the  carrying  amount of the  controlling  shareholder  or the  control
group.  Any  difference  between  nonstock  consideration  paid  for the  assets
acquired and the historical cost of such assets to the  controlling  shareholder
or control group would be recorded as a dividend or a capital  contribution,  as
appropriate.

When an entity acquires  another entity in which its controlling  shareholder or
control group has an interest,  the portion of the acquired entity owned by that
shareholder  or  control  group  should be  recorded  at  historical  cost.  Any
additional   interest  in  the  entity  that  is  acquired  from  noncontrolling
shareholders is recorded at fair value.

When preparing the restated,  historical  financial  statements for the combined
entities under common control,  the ownership  interests held by investors other
than the control shareholder or control groupsl1otifdbe  reflected as a minority
interest until the date acquired.  As stated  earlier,  the  restatement  period
should be limited to only those  periods  during which the  entities  were under
common control.

Please  revise your  filings as necessary  based on our comment or  specifically
tell us why you believe your current accounting complies with generally accepted
accounting  principles.  We may  have  further  comments  after  reviewing  your
response.

Response. We have corrected our 10-KSB for the Fiscal Year Ended December 31,
2004 and filed as required.

Form 10-QBS for the quarter Ended June 30 2005

Item 3. Controls and Procedures, Page 14
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2.

Please  refer to prior  comment 2. We note your updated  disclosure  that "there
have been no significant changes in internal control or other factors that could
significantly  affect those controls."  Please revise your future  disclosure to
remove the word  significant and  significantly  and discuss all changes in your
internal control over financial reporting that have materially affected, or that
are reasonably likely to materially affect, your internal control over financial
reporting, as required by Item 308(c) of Regulation S-B.

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish
to provide us with marked copies of the amendments to expedite your file. Please
furnish a cover  letter  with your  amendment  that keys your  responses  to our
comments and provides any requested information.  Detailed cover letters greatly
facilitate our review.  Please  understand that we may have additional  comments
after reviewing your amendment and responses to our con1n1ents.



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We urge all persons who are  responsible  for the  accuracy  and adequacy of the
disclosure in the filing to be certain that the filing  includes all information
required under the  Securities  Exchange Act of 1934 and that they have provided
all information  investors require for an informed  decision.  Since the company
and its  management  are in  possession  of all facts  relating  to a  company's
disclosure,   they  are  responsible  for  the  accuracy  and  adequacy  of  the
disclosures they have made.

Response:  We have  corrected  the language on Item 3.  Control and  Procedures.
Please review to make sure we have complied.


Sincerely,

/s/ Scott A. Haire

Scott A. Haire
President

SAH/ljs





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