-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SGvqLUcilgBi6SvIFGLTRVtg8061Jz3zechhsrQ30Xsa5ZfY8tRuDQlJhawetI0d iffr/duaTuyko106HBKlHg== 0001010549-07-000629.txt : 20070809 0001010549-07-000629.hdr.sgml : 20070809 20070808173559 ACCESSION NUMBER: 0001010549-07-000629 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MB SOFTWARE CORP CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 592219994 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11808 FILM NUMBER: 071037005 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173497020 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: INAV TRAVEL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE TREAT CORP DATE OF NAME CHANGE: 19910220 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE FREEZ CORP DATE OF NAME CHANGE: 19840917 10QSB 1 mbsoftware10qsb063007.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File No. 0-11808 MB SOFTWARE CORPORATION Texas 59-2220004 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 777 Main Street Suite 3100 Fort Worth, Texas 76102 (817) 633-9400 Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of July 31, 2007, 16,145,432 shares of the Issuer's $.001 par value common stock were outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] MB SOFTWARE CORPORATION AND SUBSIDIARY Form 10-QSB Quarter Ended June 30, 2007 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Consolidated Balance Sheet as of June 30, 2007 (Unaudited)...................F-3 Consolidated Statements of Operations for the three and six months ended June 30, 2007 and 2006 (Unaudited)...................................F-5 Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2006 (Unaudited)...................................F-6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS ITEM 3. CONTROLS AND PROCEDURES...............................................10 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings.....................................................11 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds...........11 ITEM 3. Defaults Upon Senior Securities.......................................11 ITEM 4. Submission of Matters to a Vote of Security Holders...................11 ITEM 5. Other Information.....................................................11 ITEM 6. Exhibits..............................................................11 SIGNATURE.....................................................................11 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS MB SOFTWARE CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (UNAUDITED) June 30, 2007 ------------ CURRENT ASSETS: Cash $ 13,503 Accounts Receivable 167,453 Inventory 203,051 Prepaid and other current assets -- ------------ Total current assets 384,007 Property and Equipment, Net 39,078 Other Assets 102,100 ------------ TOTAL ASSETS $ 525,185 ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current Liabilities: Accounts payable $ 70,206 Accrued Liabilities 338,295 Accrued payroll tax penalty -- Obligation under capital lease 3,169 Accrued interest - related parties 209,768 Other accrued current expense -- Notes payable (Note 3) 500,000 Notes payable - related parties 864,173 ------------ Total current liabilities 1,985,611 Long Term Liabilities: -- ------------ TOTAL LIABILITIES 1,985,611 Stockholders' Deficiency Preferred stock, $10 par value, 5,000,000 shares authorized; issued and outstanding, none -- Common stock: $0.001 par value; 20,000,000 shares authorized; issued and outstanding 16,145,432 16,145 Additional paid-in capital 11,181,496 Less: Treasury Stock (12,039) Accumulated deficit (12,646,028) ------------ Total stockholders' Deficiency (1,460,426) ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 525,185 ============ See condensed notes to consolidated financial statements. 3
MB SOFTWARE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED JUNE 30, 2007 (UNAUDITED) THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS ENDED ENDED ENDED ENDED June 30, 2007 June 30, 2006 June 30, 2007 June 30, 2006 ------------- ------------- ------------- ------------- TOTAL REVENUE $ 300,105 $ 45,782 $ 384,046 $ 92,683 COST OF REVENUE 110,441 39,967 137,440 78,251 --------- --------- --------- --------- GROSS PROFIT 189,664 5,815 246,606 14,432 GENERAL AND ADMINISTRATIVE EXPENSES: 162,174 122,906 364,276 246,395 --------- --------- --------- --------- PROFIT (LOSS) FROM OPERATIONS: 27,490 (117,091) (117,670) (231,963) OTHER INCOME (EXPENSE): Interest expense - related parties (43,640) (31,315) (71,733) (47,734) --------- --------- --------- --------- NET LOSS BEFORE INCOME TAXES $ (16,150) $(148,406) $(189,403) $(279,697) --------- --------- --------- --------- NET LOSS $ (16,150) $(148,406) $(189,403) $(279,697) ========= ========= ========= ========= Basic and diluted loss per share of common stock: $ (0.00) $ (0.01) $ (0.01) $ (0.02) Weighted average number of common shares outstanding 16,145,432 16,145,432 16,145,432 16,145,432
See condensed notes to the financial statements. 4
MB SOFTWARE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006 (UNAUDITED) SIX MONTHS SIX MONTHS ENDED ENDED June 30, 2007 June 30, 2006 ------------- ------------- Cash flows from operating activities Net (loss) from continuing operations $(189,403) $(279,697) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 4,337 4,850 Changes in assets and liabilities: (Increase) decrease in accounts receivable (107,729) (8,340) (Increase) decrease in inventory (106,480) (71,102) (Increase) decrease in prepaid expenses and other assets (41,824) 48,560 Increase (decrease) in accounts payable and accrued liabilities 96,542 98,832 Increase (decrease) in related party accrued interest 35,463 -- --------- --------- Net cash flows (used) in operating activities (309,094) (206,897) Cash flows from investing activities Purchase of fixed assets -- (16,430) --------- --------- Net cash flows (used) in investing activities -- (16,430) Cash flows from financing activities Net advances - related parties 86,296 239,545 Principal payments under capital lease -- (1,946) --------- --------- Net cash flows provided by financing activities 86,296 237,599 --------- --------- Increase (decrease) in cash $(222,798) $ 14,272 Cash and cash equivalents, beginning of period $ 236,301 $ 2,828 --------- --------- Cash and cash equivalents, end of period $ 13,503 $ 17,100 ========= ========= Cash paid during the period for: Interest 0 0 Income taxes 0 0 Non-cash investing & financing None None
See condensed notes to consolidated financial statements. 5 MB SOFTWARE CORPORATION AND SUBSIDIARY QUARTER ENDED JUNE 30, 2007 CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. They do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates. The results of operations for the period ended June 30, 2007 are not necessarily indicative of the operating results that may be expected for the entire year ending December 31, 2007. These financial statements should be read in conjunction with the Management's Discussion and Analysis included in the Company's financial statements and accompanying notes thereto as of and for the year ended December 31, 2006, filed with the Company's Annual Report on Form 10-KSB. Reclassification - The financial statements for periods prior to June 30, 2007 have been reclassified to conform to the headings and classifications used in the June 30, 2007 financial statements. NOTE 2: GOING CONCERN The financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. The Company has continuously incurred losses from operations and has a significant accumulated deficit. The appropriateness of using the going concern basis is dependent upon the Company's ability to obtain additional financing or equity capital and, ultimately, to achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. It is the Company's belief that it will continue to incur losses for at least the next twelve months, and as a result will require additional funds from debt or equity investments to meet such needs. To meet these objectives, management's plans are to (i) raise capital by obtaining financing from debt financing and / or equity financing through private placement efforts, (ii) issue common stock for services rendered in lieu of cash payments and (iii) obtain loans from shareholders as necessary. Without realization of additional capital or significant revenues from operations, it would be unlikely for the Company to continue as a going concern. The Company anticipates that its shareholders will contribute sufficient funds to satisfy the cash needs of the Company for the next twelve months. However, there can be no assurances to that effect, as the Company's revenues have been insufficient to sustain the Company's operations and the Company's need for capital may change dramatically if it is successful in expanding its current business or acquiring a new business. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities. Management believes that actions presently taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. The Company's future ability to achieve these objectives cannot be determined at this time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. 6 NOTE 3 - NOTES PAYABLE Accrued Total Interest Debt Investment Firm, unsecured, payable on September 30, 2007 including interest at 10% per annum $ 27,152 $ 500,000 =========== ========== NOTE 4 - NOTES PAYABLE and RELATED PARTY TRANSACTIONS Funds are advanced from various related parties including the Company's President and CEO/CFO and entities controlled by him. Other shareholders may fund the Company as necessary to meet working capital requirements and expenses. The advances are made pursuant to note agreements that bear interest at 10% per annum, with various maturity dates. All notes are current liabilities. Accrued interest to related parties totaled $182,616, at June 30, 2007. Accrued Total Interest Debt -------- -------- Scott Haire, Company Chairman, CEO, and CFO, unsecured, payable on December 31, 2007, including interest at 10% per annum $ 1,999 $ 10,000 HEB LLC, Scott Haire owner, Chairman, CEO, and CFO, unsecured, two separate $1,000,000 open lines of credit, no maturity date, interest at 10% per annum, unused lines available at June 30, 2007 total $1,584,083 105,212 534,763 Interest Due Related Parties 3,718 Araldo Cossutta, Company Director and Stockholder, unsecured series of notes: payable on June 30, 2007, with interest at 10% 25,729 162,000 payable on June 30, 2007, with interest at 10% 45,190 155,000 eAppliance Payment Solutions, LLC, owned by Scott Haire and Araldo Cossutta, unsecured, payable on December 31, 2007, interest at 10% per annum 768 2,410 -------- -------- Total Current Balance $182,616 $864,173 ======== ======== 7 NOTE 5 - COMMITMENTS AND CONTINGENCIES Operating leases The Company leases office space and office equipment under operating leases expiring in various years through 2009. Rental expense charged to operations for the six months ended June 30, 2007 was approximately $35,865 (2006: $27,000). Minimum future rental payments under non-cancelable operating leases having remaining terms in excess of 1 year as of June 30, 2007, for each of the next three years and in the aggregate are as follows (approximately): 2007 (July 1, through December 31, 2007) $ 62,000 2008 58,000 2009 39,000 ---------------- $ 159,000 ---------------- ---------------- ================ Federal Payroll Taxes The Company is delinquent in the payment of its payroll tax liabilities with the Internal Revenue Service. As of June 30, 2007, unpaid payroll taxes total approximately $203,484. The Company has estimated related penalties and interest at $109,000 computed through June 30, 2007, which are included in current liabilities at June 30, 2007. The Company expects to pay these delinquent payroll tax liabilities as soon as possible. The final amount due will be subject to the statutes of limitations related to such liabilities and to negotiations with the Internal Revenue Service. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Introduction Management's discussion and analysis of results of operations and financial condition is provided as a supplement to the accompanying consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in financial condition and results of operations. Caution Concerning Forward-Looking Statements/Risk Factors The following discussion should be read in conjunction with the financial statements and the notes thereto and the other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain certain forward-looking information. When used in this discussion, the words "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected due to a number of factors beyond our control. We do not undertake to publicly update or revise any of our forward-looking statements even if experience or future changes show that the indicated results or events will not be realized. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. You are also urged to carefully review and consider our discussions regarding the various factors that affect our business, included in this section and elsewhere in this report. Factors That Could Affect Future Results We face an inherent risk of exposure to product liability claims in the event that the use of our products results in injury. Such claims may include, among others, that our products contain contaminants or include inadequate instructions as to use or inadequate warnings concerning side effects and interactions with other substances. We do not anticipate obtaining contractual indemnification from parties supplying raw materials or marketing our products. In any event, any such indemnification if obtained would be limited by our terms and, as a practical matter, to the creditworthiness of the indemnifying party. In the event that we do not have adequate insurance or contractual indemnification, product liabilities relating to defective products could have a material adverse effect on our operations and financial conditions. Because of our dependence upon consumer perceptions, adverse publicity associated with illness or other adverse effects resulting from the use of our products or any similar products distributed by other companies could have a material adverse effect on our operations. Such adverse publicity could arise 8 even if the adverse effects associated with such products resulted from consumers' failure to consume such products as directed. In addition, we may not be able to counter the effects of negative publicity concerning the efficacy of our products. Any such occurrence could have a negative effect on our operations. Other key factors that affect our operating results are as follows: o Overall customer demand and acceptance for our various products. o Volume of products ordered and the prices at which we sell our products. o Our ability to manage our cost structure for capital expenditures and operating expenses such as salaries and benefits, freight and royalties. o Our ability to match operating costs to shifting volume levels. o Increases in the cost of raw materials and other supplies. o The impact of competitive products. o Limitations on future financing. o Increases in the cost of borrowings and unavailability of debt or equity capital. o Our inability to gain and/or hold market share. o Exposure to and expense of resolving and defending product liability claims and other litigation. o Managing and maintaining growth. o The success of product development and new product introductions into the marketplace. o The departure of key members of management. o Our ability to efficiently manufacture our products. o Unexpected customer bankruptcy. Overview and Plan of Operation The Company currently has limited business operations, maintaining leased offices in Fort Worth, TX, and Fort Lauderdale, FL. All major business functions are performed by our subsidiary, Wound Care Innovations, LLC. Although Wound Care is a product distributor, it is also responsible for product packaging development, packaging materials, and coordination of all processes except the actual manufacturing of the product. Wound Care also conducts other activities that are typical of a product distributor, including sales, marketing, customer service, and customer support. All of these activities are run and managed out of Wound Care's Fort Lauderdale offices. Manufacturing of our products is conducted by Applied Nutritionals. Warehousing, shipping, and physical inventory management is outsourced to Diamond Contract Manufacturing of Rochester, NY. Our sales and marketing activities to date have been limited and have not resulted in sufficient revenues to sustain the Company's operations. Through these activities, we have, however, secured product evaluations with a number of key accounts. These accounts are regional and national healthcare provider organizations that we believe represent strong recurring revenue opportunities for the Company. We currently intend to secure capital resources for expansion of staff, expanded inventory, and marketing efforts, however we may be unsuccessful in our efforts to secure such capital. If we are successful in raising capital, we anticipate hiring a number of management, marketing, and clinical staff to secure additional accounts, market to the broader US wound care market, support customers in specific geographies, broaden our clinical/educational programs, and evaluate retail and international market opportunities. Results of Operations Six months ended June 30, 2007 and 2006 Revenues: The Company generated revenues for the six months ended June 30, 2007 of $384,046 (2006: $92,683), an increase of approximately 314% from the same period in 2006. We believe that the Company will continue to experience higher revenue levels than in the past, primarily as a result of increased expenditures on sales and marketing. Cost of revenues and gross margin: Costs of revenues for 2007 were $137,440 (2006: $78,251) resulting in a gross margin of $246,606 (2006: $14,432). Our gross margin has increased to approximately 64% of revenues compared to approximately 16% of revenues for the year ago period. Selling, general and administrative expenses ("SGA").SGA for 2007 were $364,276 (2006: $246,395) consisting primarily of wages, enhanced product promotions, facility-related expenses, and continuing exceptional expense increases related 9 to our fast growth. We expect selling, general and administrative expenses to continue to increase as we continue to expand our marketing efforts and the number of products we offer. Liquidity and Capital Resources The Company currently has limited resources to maintain its current operations, secure more inventory, and meet its contractual obligations. Additional capital must be raised immediately through equity or debt offerings. If we are unable to obtain additional capital, we will be unable to operate our business. We have historically relied on advances from related parties to fund our working capital expenses. We realized a loss from operations of $189,403 during the six months ended June 30, 2007, funded by cash available at December 31, 2006 and additional advances from shareholders of $86,296. Without realization of additional capital or significant revenues from operations, it would be unlikely for the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. The Company has continuously incurred losses from operations and has a significant accumulated deficit. The appropriateness of using the going concern basis is dependent upon the Company's ability to obtain additional financing or equity capital and, ultimately, to achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty and should not be regarded as typical for normal operating periods. It is the Company's belief that it will continue to incur nominal losses for at least the next twelve months, and as a result will require additional funds from debt or equity investments to meet such needs. The Company anticipates that its officers and shareholders will contribute sufficient funds to satisfy the cash needs of the Company for the next twelve months. However, there can be no assurances to that effect, as the Company has insignificant revenues and the Company's need for capital may change dramatically if it is successful in acquiring a new business. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities. Our future funding requirements will depend on numerous factors, some of which are beyond the Company's control. These factors include our ability to operate profitably, recruit and train management and personnel, and to compete with other, better-capitalized and more established competitors. To meet these objectives, management's plans are to (i) raise capital by obtaining financing through private placement efforts, (ii) issue common stock for services rendered in lieu of cash payments and (iii) obtain loans from officers and shareholders as necessary. ITEM 3. CONTROLS AND PROCEDURES As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer, who is also the principal financial officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the principal executive officer/principal financial officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation. 10 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings - None ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds - None ITEM 3. Defaults Upon Senior Securities - None ITEM 4. Submission of Matters to a Vote of Security Holders - None ITEM 5. Other Information - None ITEM 6. Exhibits (a) Exhibits 31 Certification pursuant to Rule 13a-14(a)/15d-14(a) 32 Certification of Principal Executive Officer and Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MB SOFTWARE CORPORATION /s/ Scott A. Haire ------------------- Date: August 8, 2007 Scott A. Haire, Chairman of the Board, Chief Executive Officer and President (Principal Financial Officer) 11 EX-31 2 mbsoftware10qsbex31063007.txt Exhibit 31 CERTIFICATIONS I, Scott A. Haire, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of MB Software Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under out supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent financial quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 8, 2007 /S/ Scott A. Haire - ------------------ Scott A. Haire, Chairman of the Board, Chief Executive Officer and Principal Financial Officer EX-32 3 mbsoftware10qsbex32063007.txt Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of MB Software Corporation on Form 10-QSB for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof, I, Scott A. Haire, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. August 8, 2007 /S/ Scott A. Haire - ------------------ Scott A. Haire, Chairman of the Board, Chief Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----