SecProbe.io

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Mail Stop 6010

      October 24, 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 June 30, 2005
      File No. 000-11808

Dear Mr. Haire:

      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 Acquisition, 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
D17
of SFAS 141 and not as an acquisition under purchase accounting.
Please note the following:

* Paragraphs D11 through D18 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 transferred operations
should
be restated retroactively for all periods during which the
companies
were under common control. Any nonstock consideration 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 group
should be 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.

Form 10-QSB for the Quarter Ended June 30, 2005

Item 3. Controls and Procedures, page 14

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
amendment to expedite our review.  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 comments.

	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.

      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
October 24, 2005
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