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MBSC

MB Software Corp. is the sole owner of Healthcare Innovations (www.healthcareinnovations.net). Healthcare Innovations is a "managed services organization" focused on building a national physical medicine enterprise network using a pain management system developed by Dr. Ronald Dennie, Chief Medical Officer of Healthcare Innovations. Healthcare Innovations currently owns and operates five clinics in two cities in Florida.

Healthcare Innovations continues to use the their ongoing, revenue generating clinics to develop and refine our pain management services and care. We will partner with existing practices as well as develop new practices in selected cities. We will also partner with Medical Doctors, Osteopaths, and Chiropractors that share our vision of providing superior service and experience to the customers we serve. The prototype practice for Healthcare Innovations' growth is its North Florida Physical Medicine clinic in Jacksonville, Florida with 16,000 sq. ft. and 28 employees in 3 locations.

Growth Potential

The growth potential appears to be substantial. According to IDC, a division of International Data Group, in their report The Worldwide Information Appliance Market 1999-2004, the author projects those worldwide Internet appliance shipments will grow from 11 million units in 1999 to over 89 million units in 2004. According to an analyst for IDC's Consumer Devices research program.

Current online users want access to services in more locations and situations, while many other consumers desire Internet access without the inherent complexities of PC's. It is clear the PC will not be the only enabling device as both groups find information appliances a solution that can improve their lifestyle and work style.

IDC predicts that US unit shipments of lower-cost, transportable consumer information appliances will outnumber those of consumer PC's by 2002.

Concerning the costs for Internet appliances, the IDC anticipates that while the costs for Internet appliances are expected to begin to drop significantly as the market matures, the worldwide value of Internet appliance shipments will grow from $2.4 billion in 1999 to more than $17.8 billion in 2004.

MB Software's strategy for growth entails:

1. Development and implementation of a comprehensive pain management and prevention program including nutritional supplements;

2. Increasing the number of clinics in which the Company has an interest, either through the means of acquisition, ground floor development, or innovative partnering arrangements;

3. Contracting with insurers for "total episode responsibility; and,

4. Most significantly, the incorporation of leading-edge information technology within the healthcare sector. PatientMed 2000 ScreenPhone Medical information technology is the cornerstone of the Company's strategy to increase revenue. The technology incorporates two independent yet complementary facets:

* An internet-based comprehensive healthcare system operated on the company's ISP and,

* PatientMed 2000 ScreenPhone, a leading edge Internet appliance.

SCREENPHONE.NET INC.

PatientMed 2000 ScreenPhone is an appliance incorporating a telephone, alphanumeric keyboard, modem and a touch screen, that provides users with telephone-based Internet access. The standard features of this internet appliance include one-button-access to e-mail and all internet functions using a dual-line capacity, a built-in Web browser, a user friendly color touch-screen navigation system, speaker phone, caller ID, memory and speed dial, credit card reader, long distance service, tasking capability, calendar options address features and a printer port.

PatientMed 2000 ScreenPhone provides users with an expanded array of Internet and telephone services as well as extensive applications and service packages specifically tailored to each segment of the healthcare market. PatientMed 2000 ScreenPhone facilitates a two-way mode of communication and an information deliver system between the physician and patient.

By touching one icon on the screen, the patient is immediately connected to the Internet. Once connected, the patient may "chat" on-line with his or her physician or access information via a secure e-mail address provided to each patient. Access to patients by transmitting and receiving important clinical data over the phone:

· Blood Pressure

· Glucose Values

· Vital Signs

· Weight

· Heart Rhythms

· Prescriptions

In real time communication, dynamic clinical data may be transmitted and assessments and interventions made without the necessity of a patient office visit. Similarly, the patient may access the clinic e-mail address to schedule appointments, obtain certain lab results, order clinic nutritional products and obtain medical information and services directly related to the Company's clinics.

Significantly, PatientMed 2000 ScreenPhone affords the clinic heretofore-unavailable direct access to insurance companies. The clinic may use PatientMed 2000 ScreenPhone to access and provide insurance information in two-way real-time communications with participating online insurance companies. This insurance function, together with other administrative features, should facilitate workflow automation, increase productivity and improve cash flow. There is a three-fold market for the PatientMed 2000 ScreenPhone.

The prototypes for the PatientMed 2000 ScreenPhone will be utilized in all operational venues in the Company's clinics. This will afford the Company to substantial benefit of evaluating and further enhancing PatientMed 2000 ScreenPhone in its intended environment.

A second market for the PatientMed 2000 ScreenPhone includes medical clinics and ancillary healthcare facilities throughout North America. Thirdly, Patient and other individual and entity users comprise a substantial market potential. There are a substantial number of individuals in the U.S. that are concerned with injury prevention and nutritional benefits. Many are baby-boomers, a unique group of individuals with the resources and needs tailored to MB Software's specific venue.

Expansion of the Company's Clinic Base

MB Software / Health Care Innovations will focus primarily on increasing the number of clinics in which the Company has a qualitative as well as financial interest. To expand the Company's clinic base, MB Software intends to utilize innovative partnering arrangement. The Company will only partner with professionals that share the Company's vision of providing superior service and experience to patients. This will include medical doctors, Osteopaths, and chiropractors. The Company may also consider acquisition of existing clinics and the controlled development of new practices in selected cities.

Strategic Partnerships

The company will develop strategic partnerships with insurers in which the Company-managed clinicians will be granted clinical and financial responsibility for total episodic care. The company is currently considering an alliance with United Healthcare and Humana. Both are major healthcare forces in the markets where the Company clinics transact business. As a product of the alliance, MB Software / Healthcare Innovations has acquired one of the few Pre-Approved Pain Management Care contracts in the United States. For episodes such as low-risk, spinal-related injury, the Company clinicians will receive global payments covering not only professional services, but also facility and ancillary care. This arrangement will enable clinicians to share in the healthcare and economic value created by improving care across the entire spectrum of services.

The Company strategies will continue to build a nationwide organization that provides superior healthcare services for its customers as well as economic value for its shareholders.

Financial Data

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

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The net medical revenues increased 0.07% to $1,105,071 for the six-month period ended June 30, 2000, compared to $1,097,655 for the six-month period ended June 30,1999. The minimal increase is attributable to net medical revenue increases during the first quarter of 2000.

The cost of medical revenue increased 23.7% to $794,874 for the six-month period ended June 30, 2000, as compared to $642,383 for the six-month period ended June 30, 1999. The overall increase is applicable to increased costs of pharmaceutical supplies during the second quarter of 2000 together with minimal costs of supplies during the second quarter of June 1999.

Gross profit decreased to $310,456 for the six months ended June 30, 2000,compared to $547,068 for the six months ended June 30, 1999. The decrease in gross profit is attributable, in part to a $91,537 reduction in service fees, the increase in contractual allowances during the second quarter of 2000 and the increased cost of revenues.

The Company's selling, general and administrative expenses decreased by 37.5% to $599,651 for the six-months ending June 30, 2000, as compared to $824,477 for the six months ending June 30, 1999. This decrease reflects savings resulting from operational efficiency.

Net operating loss increased 0.08% to $317,820 for the six-month period ended June 30, 2000, as compared to $315,012 for the six-month period ended June 30, 1999. The minimal variation may be accounted for by noting that while gross profits for the current second quarter decreased, the decrease was offset by a substantial reduction in operating expenses.

Liquidity and Capital Resources

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The Company's operations used $10,007 of cash during the six months ended June 30, 2000 compared to a use of cash of $73,316 for the six months ended June 30, 1999. A

s of June 30, 2000, the Company had a working capital deficit of $1,233,009, which is a 36.5% increase over the June 30, 1999 working capital deficit of $902,853. The increase in the deficit results from the December 31, 1999 maturity of long term debt.

As of June 30,2000, the Company had cash of $36,085. To increase its cash position, the Company is seeking to convert existing matured debt to manageable long term financing.

Industry Trends

· Currently, most people in the United States have some pain and are increasingly concerned with injury prevention and low impact movements for pain. Patients that are in the most severe pain are older and may have arthritis, low back problems and just the wear and tear on the joints in general.

· Today we are in a technology revolution, but the baby boomers that did not grow up in this environment of complex technology may be confused. Healthcare Innovations' Patient MED 2000 will make it simple.

Patients in general are looking for ways to stay healthy without being taken by moneymaking schemes that have little or no lasting benefit.

Business Model Features

· Service Management

Healthcare Innovations' goal is to help clinicians provide world-class pain management care to its patients. We do this by having developed a deep understanding of the customers needs and designing service offerings accordingly. Initial objectives include reducing wait times, improving the quality of patient-clinician interactions, systematically capturing and recording patient outcomes. These and other programs will be the basis for the development and communication of a Healthcare Innovations consumer brand of clinical management and differentiated market position providing a comprehensive Pain Management Care.

· Clinical Process Improvement

We will continually refine and improve the Pain Management Care delivery process. We have begun establishing proven and standardized "best practices" or clinical pathways throughout the Company. These pathways have been developed by clinicians and tested using data mining and cost/outcome decision support analysis of their repository of demographic, clinical and financial data.

· Global Case Rate Partnerships

Healthcare Innovations will develop strategic partnerships with insurers in which Healthcare Innovation-managed clinicians will be granted clinical and financial responsibility for total episodes of care. We currently working on the only Pain Management care contract in the Nation and negotiating with one of the country's foremost HMO's, United Healthcare. For episodes such as low-risk spinal related injury, Healthcare Innovations' clinicians will receive global payments covering not only professional services, but also facility and ancillary care. This arrangement will enable clinicians to share in the economic value created by improving care across the entire spectrum of services- e.g., reduced hospital days, reduced work outages, lower overall expenditures, etc.

· Information Technology

In accordance with the Company's mission, we are seeking to empower everyone associated with Healthcare Innovations -- patients, clinicians, managers, staff and insurers -- to access and utilize the information they need when they need it. Information technology plays an integral role in nearly every aspect of our business, from workflow automation to decision support and data analysis.

Healthcare Innovations has developed an Internet/web-based information and order entry system that will allow patients and doctors to communicate and have a better way of delivering information to our patients.

On the Internet our patient will be able with a touch of the screen to go online and surf the World Wide Web for information and services that are directly related to our clinics which feature pain management and alternative healthcare.

Healthcare Innovations is a healthcare delivery company that is dedicated to selling its proprietary Internet-based system, which runs on the Healthcare Innovations ISP and the Patient MED 2000 (tm pending) touch screen phone. The Patient MED 2000 formula is necessary to use the piece of equipment that will allow our patients to have access to nutrition information, order nutrition and talk to their doctor. Additional services and offering will be made through the Patient MED 2000, as well. Each patient will have their own E-mail address so that they may get online notice of an appointment as well as get their lab results. Also we have designed our program so that we have a fitness formula that is effective for improving overall strength, body tone and flexibility so that our patients can have relief from pain. Healthcare Innovations has uniquely positioned itself by utilizing technology and pain management techniques for patients who want to be free of pain.

Other Information

The strategy of the Company continues to be the creation of a national physical medicine network by utilizing a four point approach consisting of: Development and implementation of a comprehensive pain management and prevention program including nutritional supplements; increasing the number of clinics in which the Company has an interest, either through the means of acquisition, ground-floor development, or innovative partnering arrangements; contracting with insurers for "total-episode responsibility;" and, most significantly, the incorporation of leading-edge information technology within the healthcare sector.

PatientMed 2000

Medical information technology is the cornerstone of the Company's strategy to increase revenue. The technology incorporates two independent yet complementary facets: An Internet-based comprehensive healthcare system operated on the Company's ISP and, PatientMed 2000, a leading edge Internet appliance.

Effective July 20, 2000, the Company entered into an agreement with ScreenPhone.net Inc. whereby the Company acquired an exclusive license in connection with PatientMed 2000. Terms of the License Agreement include, the issuance to ScreenPhone of 1,000,000 shares of MB Software Corporation common stock and the payment of royalties by MB Software Corporation to ScreenPhone based on the revenues generated by MB Software Corporation.

PatientMed 2000 is a screenphone - an appliance incorporating a telephone, alphanumeric keyboard, modem and touch screen, to provide users with telephone-based Internet access. The standard features of this Internet appliance include one-button-access to email and all Internet functions, dual-line capacity, a built-in Web browser, a user friendly color touch-screen navigation system, speaker phone, caller ID, memory and speed dial, credit card reader, long distance service, tasking capability, calendar options, address features and a printer port. PatientMed 2000 provides users with an expanded array of Internet and telephone services as well as extensive applications and service packages specifically tailored to each segment of the healthcare market.

PatientMed 2000 facilitates a two-way mode of communication and an information delivery system between the physician and the patient. By touching one icon on the screen, the patient is immediately connected to the Internet. Once connected, the patient may "chat" on-line with the physician or access information via a secure email address provided to each patient. In a real-time communication dynamic, clinical data may be transmitted and assessments and interventions made without the necessity of a patient office visit. Similarly, the patient may access the clinic email address to schedule appointments, obtain certain lab results, order clinic nutritional products and obtain medical information and services directly related to the Company clinics.

Significantly, PatientMed 2000 affords the clinic heretofore-unavailable direct access to insurance companies. The clinic may use PatientMed 2000 to access and provide insurance information in two-way real-time communications with participating online insurance companies. This insurance function, together with other administrative features, should facilitate workflow automation, increase productivity and improve cash flow.

There is a three-fold market for the PatientMed 2000. The prototypes for the PatientMed 2000 will be utilized in all operational venues in the Company's clinics. This will afford the Company the substantial benefit of evaluating and further enhancing PatientMed 2000 in its intended environment. The second market for the PatientMed 2000 includes medical clinics and ancillary healthcare facilities throughout North America. Patient and other individual and entity users comprise the third market.

The growth potential in the second and third markets appears to be substantial. According to IDC, a division of International Data Group, in their report The Worldwide Information Appliance Market 1999-2004, the author transportable consumer information appliances will outnumber those of consumer PC's by 2002.

Company Focus

The Company's four-point approach incorporates development and implementation of a comprehensive pain management and prevention program. The Company's premise for this goal is providing superior pain management care to its patients through utilization of standardized "best practice outcomes" or clinical pathways established throughout the Company and consistent with accepted standards of medical practice. This will include a complementary nutritional products line. Currently, a significant number of individuals in the United States are concerned with injury prevention. A substantial number of patients include baby boomers, a unique group of individuals with the resources and need for a comprehensive pain management and prevention program of the type envisioned by the Company. There is also a robust consumer market in the United States for fitness-related services including those attendant to injury prevention and nutritional supplements.

The nexus of the four points focuses on increasing the number of clinics in which the Company has a qualitative as well as financial interest. To expand the Company's clinic base, the Company intends to utilize innovative partnering arrangements. The Company will only partner with professionals that share the Company's vision of providing superior service and experience to patients. This will include medical doctors, osteopaths and chiropractors. The Company may also consider acquisition of existing clinics and the controlled development of new practices in selected cities.

The final strategy point forms the Company's economic cornerstone. The Company will develop strategic partnerships with insurers in which the Company-managed clinicians will be granted clinical and financial responsibility for total episodic care. The Company currently has structured an alliance with United Healthcare, a major healthcare force in markets wherein the Company clinics transact business. As a product of the alliance, the Company acquired one of the few Pre-Approved Pain Management care contract in the United States. For episodes such as low-risk, spinal-related injury, the Company clinicians will receive global payments covering not only professional services, but also facility and ancillary care. This arrangement will enable clinicians to share in the healthcare and economic value created by improving care across the entire spectrum of services.

With this four-point strategy, the Company will continue to build a nationwide organization providing superior healthcare services for its customers as well as economic value for its shareholders.

Management

Scott A. Haire, Chairman, President and Director. Mr. Haire is Chief Executive Officer of MB Software Corporation and has been with the Company since 1992. Mr. Haire is additionally the chairman of the board of MEW.

Gilbert A. Valdez, Chief Operating Officer and Director. Mr. Valdez is a former president and Chief Executive Officer of the National Electronic Information Corporation, Medaphis Corporation, Datix Corporation and Hospital Billing and Collection Services Corporation.

Araldo A. Cossutta, Director. Mr. Cossutta is president of Cossutta and Associates, an architectural firm based in New York City. He is also a director of Computer Integration Corporation of Boca Raton, Florida.

Steven W. Evans, Director. Mr. Evans is a certified public account and president of Evans, Mills & Warriner, PLLC, and an accounting firm. He is a founder and active in PTRL, which operates contract research laboratories in Kentucky, North Carolina, California and Germany. He is active in environmental management, and financial and hotel corporations in Kentucky and Tennessee.

Robert E. Gross, Director. Mr. Gross is president of R. E. Gross & Associates, which provides consulting, and system projects for clients in the multi-location service, banking and healthcare industries. Mr. Gross is president of MEW.

Thomas J. Kirchhofer, Director. Mr. Kirchhofer is president of Synergy Wellness Centers of Georgia, Inc., and a past president of the Georgia Chiropractic Association.

Lucy Singleton, Secretary. Ms. Singleton has been secretary since 1995.

Certain statements contained herein may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, 21E of the Exchange Act of 1934 and /or the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results in the future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, product price volatility, product demand, market competition and risk inherent in the companies operations. Such statements include, without limitation, statements regarding business plans, future regulatory environment and approval and the Company's ability to comply with the rules and policies of independent regulatory agencies. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as ``anticipate,'' ``estimate,'' ``expect,'' ``project,'' ``intend,'' ``plan,'' ``believe,'' "hear", "guess", and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Although the Company believes the statements contained herein to be accurate as of the date they were made, it can give no assurance that such expectations will prove to be correct. The Company undertakes no obligation to update these forward-looking statements

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