**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
  **Washington,
        D.C. 20549**
 ___________________________
  **FORM
        10 – QSB**
 ___________________________
 
  
 [mark
                one]x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
  **For
                  the quarterly period ended: March 31,
                  2007**
  o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
  For
                  the transition period from ______________ to
                  ______________
  
 **Commission
        File Number 333-142856**
 *_____________________________________________________________*
 
 **1st
        Home Buy &
Sell Ltd.**
 (Exact
        name of registrant as specified in its charter)
 
 Nevada
              APPLIED
                  FOR(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (IRS
                  Employer
                Identification
                  Number)
 
 
 **14199
        – 32A Avenue, Surrey, BC CANADA V4P 3P4**
 *(Address
        of principal executive offices including zip code)*
 
 **(604)
        541-4173**
 (*Registrant’s
        telephone number, including area code)*
 
 **CSC
        Services of Nevada, Inc., 502 E. John Street, Carson City, NV
        89706**
 (Name
        and address of agent for service)
  **(775)
        882-3072**
 (Telephone
        Number, including area code, of agent for service)
 
 with
        a
        copy to:
 Luis
        Carrillo, Esq.
 SteadyLaw
        Group, LLP
 501
        W.
        Broadway, Suite 800
 San
        Diego, CA 92101
 Telephone
        (619) 399-3090
 Telecopier
        (619) 330-1888
 
 *Table
            of Contents*
 1
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such 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 o  No x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o   No x
  Number
        of
        shares outstanding of the issuer’s common stock as of the latest practicable
        date: 5,000,000 shares of common stock, $.001 par value per share, as of
        August 29, 2007.
  Transitional
        Small Business Disclosure Format (check one): Yes oNo x
 *Table
              of Contents*
 2
 **Quarterly
        Report on FORM 10-QSB For The Period Ended**
 **March
        31, 2007**
 **Table
        of Contents**
 
 **1st
        Home Buy &
Sell Ltd.**
 
 **PART
                  I. FINANCIAL INFORMATION**
              
              PageItem
                  1.
              
              Financial
                  Statements
              
              4Item
                  2.
              
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              13Item
                  3.
              
              Controls
                  and Procedures
              
              36**PART
                  II. OTHER INFORMATION**Item
                  1.
              
              Legal
                  Proceedings
              
              37Item
                  2.
              
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              37Item
                  3.
              
              Defaults
                  Upon Senior Securities
              
              37Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              37Item
                  5.
              
              Other
                  Information
              
              37Item
                  6.
              
              Exhibits
              
              37
  *Table
            of Contents*
 3
 **PART
        I.**
 **Item
        1.FINANCIAL STATEMENTS**
 **1ST
          HOME BUY AND SALE
          LTD.**
  BALANCE
          SHEET (CONSOLIDATED)
 March
          31,
          2007
 (In
          Canadian Dollars)
  **UNAUDITED**ASSETSCurrent
                    AssetsCash
                
                $  40,606Accounts
                    receivable
                797Prepaid
                    expenses
                440Total
                    current assets
                41,843Equipment,
                    net of accumulated depreciation of $ 23,246
                3,879Patents,
                    net of accumulated depreciation of  $ 249
                5,690Shares
                    in Subsidiary Company
                100,000$  151,412LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                    LiabilitiesAccounts
                    payable and accrued expenses
                9,858Shareholders’
                    loans
                1,796Total
                    current liabilities
                11,654Demand
                    Loan Payable
                153,176Stockholders'
                    Equity (Deficit)Preferred
                    stock, USD $.001 par value; 10,000,000shares
                    authorized; no shares issued or outstanding
                -Common
                    stock, USD $.001 par value; 100,000,000 shares
                    authorized;Issued:    5,000,000
                    shares
                5,577Additional
                    paid-in capital
                100,100Retained
                    earnings (deficit)
                (119,095)Total
                    stockholders' equity (deficit)
                (13,418)$  151,412
 *Table
                of Contents*
 4
 **1ST
          HOME BUY AND SALE
          LTD.**
  STATEMENTS
          OF OPERATIONS (CONSOLIDATED)
 For
          the
          Three and Nine Months Ended March 31, 2007 and 2006
 (In
          Canadian Dollars)
 
 **UNAUDITED**
 Three
                    Months Ended Mar 31
                
                
                Nine
                    Months Ended Mar 312007
                
                
                2006
                
                
                2007
                
                
                2006Revenue
                
                $
                8,444
                
                
                $
                4,515
                
                
                $
                32,579
                
                
                $
                12,160ExpensesGeneral
                    and administrative
                
                
                44,927
                
                
                
                5,271
                
                
                
                140,636
                
                
                
                16,424Interest
                
                
                600
                
                
                
                139
                
                
                
                1,668
                
                
                
                43445,527
                
                
                
                5,410
                
                
                
                142,304
                
                
                
                16,858**Net
                    income (loss)**
                
                **$**
                **(37,083**
                **)**
                
                **$**
                **(895**
                **)**
                
                **$**
                **(109,725**
                **)**
                
                **$**
                **(4,698**
                **)**Net
                    income (loss) per common share (basic andfully
                    diluted)
                
                $
                (0.01
                )
                
                $
                0.00
                
                
                $
                (0.02
                )
                
                $
                0.00Weighted
                    average number of commonshares
                    outstanding
                
                
                5,000,000
                
                
                
                -
                
                
                
                5,000,000
                
                
                
                -
 *Table
                of Contents*
 5
 **1ST
          HOME BUY AND SALE
          LTD.**
  STATEMENTS
          OF STOCKHOLDERS' EQUITY (CONSOLIDATED)
 For
          the
          Period Ended March 31, 2007
 (In
          Canadian Dollars)
 
 AdditionalCommon
                    Stock
                
                
                Paid-In
                
                
                RetainedShares
                
                
                Amount
                
                
                Capital
                
                
                Earnings
                
                
                TotalBalances,
                    July 1, 2006
                
                
                5,000,000
                
                
                $
                5,577
                
                
                $
                100,100
                
                
                $
                (9,371)
                
                
                $
                96,306Net
                    profit (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (28,782)
                
                
                
                (28,774)Balances,
                    September 30, 2006
                
                
                5,000,000
                
                
                $
                5,577
                
                
                $
                100,100
                
                
                $
                (38,153)
                
                
                $
                67,524Net
                    profit (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (43,861)
                
                
                
                (43,861)Balances,
                    December 31, 2006
                
                
                5,000,000
                
                
                $
                5,577
                
                
                $
                100,100
                
                
                $
                (82,014)
                
                
                $
                23,663Net
                    profit (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (37,082)
                
                
                
                (37,082)Balances,
                    December 31, 2006
                
                ****
                **5,000,000**
                
                
                **$**
                **5,577**
                
                
                **$**
                **100,100**
                
                
                **$**
                **(119,095)**
                
                
                **$**
                **(13,418)**
 *Table
                of Contents*
 6
 **1ST
          HOME BUY AND SALE
          LTD.**
  STATEMENTS
          OF CASH FLOWS (CONSOLIDATED)
 For
          the
          Nine Months Ended March 31, 2007 and 2006
 (In
          Canadian Dollars)
 
 **UNAUDITED**2007
                
                
                2006Cash
                    Flows from Operating ActivitiesNet
                    income (loss)
                
                $
                (109,725)
                
                
                $
                (4,698)Adjustments
                    to reconcile net income (loss) to netcash
                    flows from operating activitiesDepreciation
                
                
                849
                
                
                
                401Changes
                    in operating assets and liabilities
                
                
                
                
                
                
                -Accounts
                    receivable
                
                
                (797)
                
                
                
                -Prepaid
                    expenses
                
                
                (440)
                
                
                
                -Accounts
                    payable and accrued expenses
                
                
                7,858
                
                
                
                (31)Net
                    cash flows from operating activities
                
                
                (102,255)
                
                
                
                (4,328)Cash
                    Flows from Investing ActivityPurchases
                    of Equipment
                
                
                (2,567)
                
                
                
                -Purchase
                    of shares in subsidiary
                
                
                (100,000)
                
                
                
                -Patents
                
                
                (5,939)
                
                
                
                -Net
                    cash flows from investing activities
                
                
                (108,506)
                
                
                
                -Cash
                    Flows from Financing ActivitiesProceeds
                    from shareholders’ loans
                
                
                6,442
                
                
                
                3,933Payments
                    on shareholders’ loans
                
                
                (16,997)
                
                
                
                -Proceeds
                    from demand loans
                
                
                153,176
                
                
                
                -Payments
                    on demand loans
                
                
                -
                
                
                
                -Share
                    Capital
                
                
                5,477
                
                
                
                -Additional
                    Paid-in Capital
                
                
                100,100
                
                
                
                -Net
                    cash flows from financing activities
                
                
                248,198
                
                
                
                3,933Change
                    in cash
                
                
                37,437
                
                
                
                (395)Cash,
                    beginning of the period
                
                
                3,168
                
                
                
                748**Cash,
                    end of the period**
                
                **$**
                **40,606**
                
                
                **$**
                **353**Cash
                    paid for interest expense
                
                $
                600
                
                
                $
                434Cash
                    paid for income taxes
                
                $
                -
                
                
                $
                -  *Table
                of Contents*
 7
 **NOTES
            TO FINANCIAL STATEMENTS**
 (In
            Canadian Dollars)
 March
            31,
            2007
 
 **Note
            1.  The Company and Significant Accounting
            Policies**
 
 **The
            Company**
 
 1st
            Home Buy and Sell
            Ltd. (the “Company”) was incorporated under the laws of the state of
            Nevada.  The Company, through its subsidiary Pacific Coast Development
            Corp. (“PCD”), operates a discount real-estate agency in Surrey, British
            Columbia, offering a do-it-yourself style of home buying and selling
            through the
            Canadian Multiple Listing Service (MLS®).
 
 Effective
            July 1, 2006, the Company acquired a 70% interest in Pacific Coast Development
            Corp. (“PCD”), a British Columbia corporation. This acquisition is described in
            more detail in Note 2.
 
 **Interim
            Financial Statements**
 
 The
            accompanying unaudited interim financial statements have been prepared
            in
            accordance with generally accepted accounting principles for interim
            financial
            information, with the instructions to Form 10-QSB, and with Regulation
            S-B.  Accordingly, they do not include all the information and
            footnotes required by generally accepted accounting principles for complete
            financial statements.  The results of operations reflect interim
            adjustments, all of which are of a normal recurring nature and which,
            in the
            opinion of management, are necessary for a fair presentation of the results
            for
            such interim period.  The results reported in these interim financial
            statements should not be regarded as necessarily indicative of results
            that may
            be expected for the entire year.  Certain information and note
            disclosure normally included in financial statements prepared in accordance
            with
            generally accepted accounting principles have been condensed or omitted
            pursuant
            to the Securities and Exchange Commission's rules and
            regulations.  These unaudited interim financial statements should be
            read in conjunction with the audited annual financial statements for
            the year
            ended June 30, 2006 and the unaudited financials for the 3 months ended
            September 30, 2006 and the 6 months ended December 31, 2006.
 
 **Revenue
            Recognition**
 
 Revenue
            is recognized in the period in which it is received or receivable if
            the amount
            receivable can be reasonably estimated and its collection is reasonably
            assured.
 
 *Table
                of Contents*
 8
 **Trust
            Accounts**
 
 The
            corporation does not reflect the trust bank account and the trust liabilities
            in
            the financial statements.  As at March 31, 2007, the corporation had,
            in trust, $ NIL for its clients
 
 **Earnings
            per Share**
 
 Basic
            earnings per share is computed by dividing the net income available to
            common
            stockholders by the weighted average number of common shares outstanding
            in the
            period.  Diluted earnings per share takes into consideration common
            shares outstanding (computed under basic earnings per share) and potentially
            dilutive securities.  Common stock issuable is considered outstanding
            as of the original approval date for purposes of earnings per share
            computations.  As of March 31, 2007, the loss per share was
            approximately $0.02
 
 **Reporting
            Currency**
 
 All
            of
            the Company's transactions are denominated in Canadian currency so the
            Company
            has adopted the Canadian dollar as its functional and reporting
            currency.  Transaction gains and losses that arise from exchange rate
            fluctuations on transactions denominated in a currency other than the
            local
            functional currency are included in "general and administrative expenses"
            in the
            statement of operations, which amounts were not material for the reported
            period.
 
 **Estimates**
 
 The
            preparation of these financial statements in conformity with accounting
            principles generally accepted in the United States requires management
            to make
            estimates and assumptions that affect the reported amounts of assets
            and
            liabilities and disclosure of contingent assets and liabilities at the
            date of
            these financial statements and the reported amounts of revenues and expenses
            during the period.  Actual results could differ from these
            estimates.
 
 **Income
            Taxes**
 
 The
            Company accounts for income taxes under the asset and liability
            method.  Under this method, deferred assets and liabilities are
            recognized based on anticipated future tax consequences attributable
            to
            differences between financial statement carrying amounts of assets and
            liabilities and their respective tax bases.  The Company establishes a
            valuation allowance to the extent that it is more likely than not that
            deferred
            tax assets will not be recoverable against future taxable income
 
 *Table
                of Contents*
 9
 **New
            Accounting Pronouncements**
 
 There
            are
            no new accounting pronouncements expected to have a material effect on
            the
            Company's accounting policies or financial reporting.
 
 **Note
            2.  Acquisition**
 
 Effective
            July 1, 2006, the Company entered into a convertible debenture agreement
            with
            Global Developments Inc. to borrow USD $91,000 (CDN$ 103,112) for the
            sole
            purpose of acquiring a non-dilutive 70% interest in Pacific Coast Develop
            Corp
            (“PCD”), a British Columbia corporation.
 
 Prior
            to
            the acquisition, 1st Home
            Buy and Sell
            Ltd. was a non-operating shell with no revenue or expenses. The Balance
            Sheet of
            the Company prior to the acquisition was as follows:
 
 Cash
                    
                    $
                    103,112Advance
                        to Shareholders’
                    
                    
                    5,577Total
                        Assets
                    
                    $
                    108,689Long-term
                        debt
                    
                    
                    103,112Total
                        Liabilities
                    
                    
                    103,1125,000,000
                        Founder’s Shares Issued at Par Value
                    
                    
                    5,577$
                    108,689
 *Table
                    of Contents*
 10
 Effective
              as of the date of the acquisition (July 1, 2006), the Company paid
              PCD CDN
              $100,000 in cash for 233 common shares of PCD (par value CDN
              $1.00).
 
 The
            Balance Sheet of the Company post-acquisition was as follows:
 
 Cash
                  
                  $
                  3,112Advance
                      to Shareholders’
                  
                  
                  5,577Shares
                      in Pacific Coast Development
                  
                  
                  100,000Total
                      Assets
                  
                  $
                  108,689Long-term
                      debt
                  
                  
                  103,112Total
                      Liabilities
                  
                  
                  103,1125,000,000
                      Shares Issued at Par Value
                  
                  
                  5,577$
                  108,689
 
 The
            assets acquired and liabilities assumed of PCD are as follows:
 
 Cash
                  
                  $
                  3,168Vehicles
                      and equipment, net
                  
                  
                  1,912Total
                      Assets
                  
                  $
                  5,080Accounts
                      payable and accrued expenses
                  
                  
                  2,000Owing
                      to Shareholders’
                  
                  
                  12,351Total
                      Liabilities
                  
                  
                  14,351100
                      Shares Issued at Par Value
                  
                  
                  100Retained
                      earnings
                  
                  
                  (9,371)$
                  5,080
 
 
 The
            Balance Sheet of PCD as a result of the acquisition was:
 
 Cash
                  
                  $
                  103,168Vehicles
                      and equipment, net
                  
                  
                  1,912Total
                      Assets
                  
                  $
                  105,080Accounts
                      payable and accrued expenses
                  
                  
                  2,000Owing
                      to Shareholders’
                  
                  
                  12,351Total
                      Liabilities
                  
                  
                  14,351333
                      Shares Issued at Par Value
                  
                  
                  333Additional
                      Paid-in Capital
                  
                  
                  99,767Retained
                      earnings
                  
                  
                  (9,371)$
                  105,080
  *Table
                of Contents*
 11
 Therefore,
            the Consolidated Balance Sheet of 1st Home
            Buy and Sell
            Ltd. as a result of the acquisition is:
 
 Cash
                  
                  $
                  106,280Vehicles
                      and equipment, net
                  
                  
                  1,912Shares
                      in Pacific Coast Development
                  
                  
                  100,000Total
                      Assets
                  
                  $
                  208,192Accounts
                      payable and accrued expenses
                  
                  
                  2,000Shareholders’
                      Loan
                  
                  
                  6,774Long
                      Term Debt
                  
                  
                  103,112Total
                      Liabilities
                  
                  
                  111,8865,000,000
                      Founder’s Shares Issued at Par Value
                  
                  
                  5,577Additional
                      Paid-In Capital
                  
                  
                  100,100Retained
                      earnings
                  
                  
                  (9,371)$
                  208,192
 
 Since
            the
            Company had no revenue or expenses prior to the acquisition, all proforma
            historical results are those of PCD.
 
 **Note
            3.   Subsequent Events**
 
 There
            were no subsequent events expected to have a material effect on the Company's
            accounting policies or financial reporting.
  *Table
                of Contents*
 12
 **ITEM
          2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
          OPERATION**
 
 *This
        discussion and analysis should be read in conjunction with the accompanying
        Financial Statements and related notes. Our discussion and analysis of our
        financial condition and results of operations are based upon our financial
        statements, which have been prepared in accordance with accounting principles
        generally accepted in the United States. The preparation of financial statements
        in conformity with accounting principles generally accepted in the United
        States
        of America requires us to make estimates and assumptions that affect the
        reported amounts of assets and liabilities, disclosure of any contingent
        liabilities at the financial statement date and reported amounts of revenue
        and
        expenses during the reporting period. On an on-going basis we review our
        estimates and assumptions. Our estimates are based on our historical experience
        and other assumptions that we believe to be reasonable under the circumstances.
        Actual results are likely to differ from those estimates under different
        assumptions or conditions, but we do not believe such differences will
        materially affect our financial position or results of operations. Our critical
        accounting policies, the policies we believe are most important to the
        presentation of our financial statements and require the most difficult,
        subjective and complex judgments, are outlined below in ‘‘Critical Accounting
        Policies,’’ and have not changed significantly.*
  *In
        addition, certain statements made in this report may constitute “forward-looking
        statements”. These forward-looking statements involve known or unknown risks,
        uncertainties and other factors that may cause the actual results, performance,
        or achievements of the Company to be materially different from any future
        results, performance or achievements expressed or implied by the forward-looking
        statements. Specifically, 1) our ability to obtain necessary regulatory
        approvals for our products; and 2) our ability to increase revenues and
        operating income, is dependent upon our ability to develop and sell our
        products, general economic conditions, and other factors. You can identify
        forward-looking statements by terminology such as "may," "will," "should,"
        "expects," "intends," "plans," "anticipates," "believes," "estimates,"
        "predicts," "potential," "continues" or the negative of these terms or other
        comparable terminology. Although we believe that the expectations reflected-in
        the forward-looking statements are reasonable, we cannot guarantee future
        results, levels of activity, performance or achievements.*
 
 ***Background***
 
 On
        August
        10, 2006, 1st
        Home Buy & Sell Ltd. was formed as a Nevada corporation.  Initial
        operations commenced under the name Pacific Coast Development Corp., a British
        Columbia corporation operating out of Surrey, British Columbia.  Prior
        to incorporating, we acquired, on July 1, 2006, a 70%, non-dilutive interest
        in
        PCDC in exchange for $100,000.   This pre-incorporation contract
        with PCDC was ratified by our Board of Directors immediately after we were
        formally incorporated on August 10, 2006.
 
 The
        Company conducts all operations through its majority owned operational
        subsidiary, PCDC. The acquisition of PCDC shall be referred to hereinafter
        as
        the “PCDC Transaction.”
 
 ***Overview***
 
 Over
        the
        years the Multiple Listing Service (“MLS”) has grown in status to become a
        virtual monopoly for the marketing of real estate throughout North America.
        In
        Canada, www.mls.ca currently receives more than 4 million page views per
        day. In
        recent years with advancements in technology, and in particular the invention
        of
        the internet, many industries have seen efficiencies created that have reduced
        costs for their product or service that has benefited the consumer. This
        has yet
        to occur with the MLS.
 
 *Table
            of Contents*
 13
 The
        current MLS system was developed decades ago before the internet existed,
        at a
        time when real estate values were relatively low from a historical perspective.
        Today, commissions are paid to real estate agents based on a percentage of
        the
        sale price. As the real estate market matures, and with inflation, the cost
        of
        the real estate transaction has escalated to the point where consumers believe
        they are not receiving value for money.
 
 The
        real
        estate industry in North America is composed of more than 1.2 million real
        estate agents. More than 7 million homes are sold annually through the MLS,
        accounting for more than 80 billion dollars in commissions annually (not
        including industrial, commercial and investment properties).
 
 The
        infrastructure and operations of 1st Home
        Buy and Sell
        Ltd. provide consumers with a groundbreaking approach to using leading edge
        technology to reduce the cost of the real estate transaction, so that we
        can
        provide our customers with unparalleled value for money.
 
 With
        the
        protection afforded by the Competition Act of Canada, and similar Anti-Trust
        legislation in the United States, 1st Home Buy and Sell’s goal is
        to:
 
 ·
              Patent
                  a new business process for MLS that will bring together technological
                  advances and innovative business methods to create efficiencies
                  in the MLS
                  system that will substantially reduce the cost of the real estate
                  transaction for both residential and commercial
                  properties;
 ·
              combine
                  existing VOW/IDX technology with For Sale By Owner (FSBO) listings,
                  creating a new more comprehensive MLS that allows consumers to
                  search MLS
                  listings and FSBO listings on the same web site (as well as offer
                  many
                  other ancillary services such as a mortgage center, home advertised
                  through MLS), inspection services, legal services, appraisal services
                  etc., that are not currently available or
                  advisable.
 
 While
        1st
        Home Buy and Sell will initially focus on the Canadian market, ultimately
        the
        company’s goal is to service the American market as well. Initially 1st Home Buy
        and Sell’s marketing will be concentrated in the province of British Columbia.
        After establishing a market presence in British Columbia, the Company will
        expand its market base to other major centers across Canada.
 
 As
        part
        of our effort to provide consumers with a more personalized experience, the
        Company has secured the domain www.homebuyandsell.com, which will
        function as our principal website, to tailor to the specific buying and selling
        needs of our customers.  The Company’s website is fully
        operational.
 
 We
        are
        not a “blank check company,” as we do not intend to participate in a reverse
        acquisition or merger transaction. A “blank check company” is defined by
        securities laws as a development stage company that has no specific business
        plan or purpose or has indicated that its business plan is to engage in a
        merger
        or acquisition with an unidentified company or companies, or other entity
        or
        person.
 
 Our
        offices are located at 14199 – 32A Avenue, Surrey, BC CANADA V4P 3P4 (604)
        541-4173.
 
 **General**
 
 We
        were
        incorporated in the State of Nevada on August 10, 2006. Our statutory registered
        agent in Nevada is CSC Services of Nevada, Inc., 502 E. John Street, Room
        E,
        Carson City, Nevada 89706. Our business office is located at 14199 – 32A Avenue,
        Surrey, BC CANADA V4P 3P4.  Our telephone number is (604)
        541-4173.
 
 *Table
            of Contents*
 14
 We
        envision becoming North America’s leader in providing “Limited Service Listings”
on MLS, and enable customers to sell their property on the MLS using electronic
        bidding and offers over the internet.
 
 We
        have
        no plans to change our planned business activities or to combine with another
        business, and we are not aware of any events or circumstances that might
        cause
        these plans to change.
 
 ***Business
        Description***
 
 ***Services***
 
 We
        intend
        to enable customers to sell their property on the MLS using electronic bidding
        and offers over the internet.
 
 *Phase
        1 –Patenting of New Business Process*
 
 Phase
        1
        of the business plan involves the patenting of a new business process involving
        how listings and sales will be completed on MLS. The new business process
        will
        take full advantage of technological advances to streamline the real estate
        transaction, encourage direct contact between Buyers and Sellers, will reduce
        the cost of the real estate transaction, and will involve the following
        features:
 
 *1.*
              *Pricing
                  Model:*
 
 *1(a).*           *Traditional
        Pricing Approach:* The current realtor community has used its position with
        the MLS to maintain its preferred pricing model. The current pricing model
        charged to the vast majority of Sellers to gain access to the MLS system
        is
        based on a percentage of the ultimate selling price of the property (though
        there are now numerous “flat fee” MLS service providers in the marketplace as
        well). The percentage based commission structure was developed decades ago
        when
        home prices were very low in comparison to today. With the inflation of real
        estate prices over time, this system of how property Sellers are charged
        to
        access the MLS has not changed, and has become a significant cost in the
        real
        estate transaction. This is particularly disadvantageous to those with low
        equity positions who rely to a large degree on financing their property
        ownership.
 
 *1(b).*           *New
        Pricing Model (and Payment Process):*  The pricing model for this
        new process is set up to take full advantage of new technologies to maximize
        savings in the transaction. Fees charged will be based on time of use, or
        the
        amount of activity received on a particular listing, or a combination of
        both
        time and activity on the listing, rather than percentage based or flat fee.
        This
        creates greater affordability, with the Sellers still having the option to
        decide whether any commissions/fees would be offered to realtors who bring
        offers on the property.
 
 *2.           
        Listing Process*
 
 *2(a.)*           *Traditional
        Listing Approach:*****A realtor meets with a prospective
        Seller (this could be a seller of a residential home, commercial building/strata
        space, or commercial office, retail or warehouse space for lease).  The
        realtor assists the Seller in completing the standard real estate board Multiple
        Listing Service forms (usually consisting of the following: Multiple Listing
        Service contract, Data Input Sheets (information on the property), an Agency
        Disclosure Form/Working With A Realtor form); the completed forms are signed
        by
        the Seller and the “Listing Agent”/ Realtor A copy of the MLS Contract is given
        to the Seller, a copy is sent to the relevant Real Estate Board, and a copy
        is
        retained by the Listing Agent Realtor. The real estate board then enters
        the
        data from the completed listing forms on to a computer data base. Realtors
        can
        then access detailed information on the properties within a “realtor only” web
        site. The general public can also access only a portion of the information
        on a
        separate public real estate web site which publishes only the listing realtor's
        contact information so as to encourage the members of the public to contact
        the
        listing realtor to obtain more specific information on the property, and to
        make appointments to view the property through the listing agent. The current
        system is designed to place the realtor at the centre of all real estate
        transactions, and discourages any direct contact between buyers and sellers,
        and
        is inflationary to the cost of the real estate transaction.
 
 *Table
            of Contents*
 15
 *2(b.)*           *New
        Listing Process:*  Real Estate board MLS Listing Forms will be
        sent via e-mail to Sellers who call an (800) number, or will be downloaded
        directly from our web site. Sellers will complete the MLS listing forms on
        their
        own with assistance available on an as needed basis. Once the listing forms
        are
        completed, the Seller signs the forms and faxes them to our office, where
        the
        listing forms are reviewed for completeness and accuracy. Follow-up phone
        calls
        are made to the Seller regarding any deficiencies prior to sending the listing
        forms to the real estate board for entry into the MLS
        database.
 
 *3.           Communication
        Process:*
 
 *3(a).*           *Traditional Communication Approach:* Currently all communication is
        generally between Listing Agents and Buyers Agents, with no direct communication
        between Buyers and Sellers.
 
 *3(b).*           *New Communication Process:*  A key part of the new communication
        process will involve the placement of the Sellers name and contact information
        at the beginning of the public remarks section of the MLS listing contract.
        This
        listing  information will then be entered into the MLS database and
        posted to the public MLS web site where interested parties can readily see
        the
        Sellers contact information, and can contact the Seller directly for additional
        information.
 
 *4.           
        Offer Process:*
 
 *4(a)*           *Traditional Offer Approach:* Offers are drafted by Buyers Agents (realtors
        representing the Buyers in the transaction) and presented to the Listing
        Agent.
        The listing Agent then presents the offer to the Seller for consideration.
        Any
        counter-offers are drafted by the Listing Agent, then presented to the Buyers
        Agent, who then presents the counter-offer to the Buyer. This process which
        maximizes the realtor involvement continues until an accepted offer is obtained.
        Copies of the accepted offer are distributed to all parties involved (including
        both Listing Agent and Buyers Agent); The Buyers Agent then usually obtains
        a
        deposit from the Buyer (which is then placed in a realtor trust account and
        held
        as a stakeholder) and forms part of the purchase price on the completion
        date
        for the sale of the property. If subjects are to be removed prior to the
        accepted offer becoming binding, the Buyers and Sellers then will initiate
        actions to satisfy any conditions within a specified time frame; if and when
        all
        subject conditions are satisfied, the Buyers Agent will in most cases
        prepare a subject removal form (using a standardized real estate board form)
        have the relevant parties sign the subject removal form, and distribute copies
        to all parties.  From here the Buyer and Seller will have their
        respective lawyers/notaries complete the documents necessary to receive the
        funds and complete the property transfer.
 
 *Table
            of Contents*
 16
 *4(b)
        New Offer Process:* Once a buyer is found who is interested in
        placing an offer, Buyers will have several options to prepare the offer.
        If the
        buyers are working with a Buyers Agent, the Buyers Agent will prepare the
        offer.
        However, if the Buyer is dealing directly with the Seller:
 
 i.   
        The Buyer will be able to click on a link on the MLS listing page (on the
        Public MLS web site) containing the property listing. The link will take
        them to
        a web site that will put the Buyer in contact with an independent lawyer
        who
        will prepare the offer for the Buyer;
 
 ii.  The
        Buyer will be able to obtain standardized real estate board Contracts of
        Purchase & Sale by calling a 1(800) line, and the contracts will be sent to
        the Buyer via e-mail or fax; Buyers will
 also
        be
        able to call the 1 (800) help line for assistance in preparing the
        offer;
  iii.   
        The Buyer will also be able to click on a link on the MLS listing page (on
        the
        Public MLS web site) containing the property listing. The link will take
        them to
        a web site that will guide them through the preparation of an offer using
        standardized real estate board contracts and standard real estate board approved
        clauses. The completed offer can be printed signed and presented to the Seller
        in person, or can be printed , signed, and scanned for electronic delivery
        to
        the Seller via the internet using e-mail (note: digital signatures will also
        be
        used to streamline the process where possible);
 
 iv.   
        If the particular listing is being sold using an auction method. The Buyer
        be
        able to click on a link on the MLS listing page (on the Public MLS web site)
        containing the property listing. The link will take them to a web site that
        will
        allow the Buyers to make bids via an auction process electronically over
        the
        internet.  The electronic auction will also include features such as a
“Buy it Now Price”, and a “Make your Best Offer” button.
 
 *5.           Signage
        Process:*
 
 *5(a)
        Traditional Signage Process:* Realtors who list
        properties currently place their own listing signs on the property
        with their own contact information (the signs sometimes include the
        MLS #). The purpose here is to place the realtor in the position of middleman,
        controlling all contact with potential buyers so that there is
        no direct contact between buyer and seller. This continues to position
        the realtor in a control position, and consequently allows the realtor
        to inflate the value of the service provided.
 
 *5(b)
        New Signage Process:* The new signage process encourages direct contact
        between Buyers and Sellers by having the owner place their own sign on
        the property with their contact information along with the MLS# on the sign.
        This will direct calls from prospective Buyers directly to the property
        owner. Buyers will also be able use the MLS # to look up additional
        information on the property without engaging a realtor middleman.
 
 ***Corporate
        Objectives***
 
 ·
              Complete
                  the pending US and Canadian patent
                  process.
 
 ·
              Create
                  Corporate web site
 
 o
              Use
                  IDX / VOW technology to download entire MLS onto web site for
                  content.
 o
              Pursue
                  partnerships with FSBO companies to offer their customers Limited
                  Service
                  Listings on MLS as a value added service; and to offer their content
                  on
                  this new web site so that consumers will be able to search both
                  FSBO and
                  MLS listings on the same site.
 
 *Table
            of Contents*
 17
 ·
              Develop
                  a marketing campaign
 
 o
              concentrate
                  initial marketing efforts in the BC market where current real estate
                  licensing, and real estate board membership is already in
                  place;
 o
              later
                  spread across Canada, and later expand into US
                  markets;
 
 ·
              Pursue
                  partnerships with developers, who will be able to take advantage
                  of MLS
                  exposure for a nominal fee, and who will create repeat business
                  to foster
                  cash flow
  ·
              To
                  Create Corporate Identity and Brand Recognition - As in any business
                  it is
                  essential to establish brand recognition and brand preference in
                  order to
                  ensure long term profitability.  1st
                  Home Buy and
                  Sell Ltd. is committed to reinvesting a portion of all corporate
                  revenues
                  to an ongoing marketing campaign using traditional sources of media
                  such
                  as billboards, radio, TV and news print in order to create this
                  brand
                  recognition and preference;
  
 ·
              Affordability
                  - By using the power of the internet combined with effective marketing,
                  1st
                  Home
                  Buy and Sell Ltd. will strive to be the most cost effective and
                  reliable
                  service for property owners to effectively market their properties
                  (residential or commercial) on the
                  MLS.
 
 ***Industry
        Background***
 
 Currently,
        the marketing for residential and commercial real estate in the United States
        and Canada is controlled by national and regional real estate firms, all
        of
        which offer a high degree of service. However, there is no real competition
        on
        price offered to the consumer as all of these companies charge the same rates
        of
        commission in a given market area. Property owners have no real alternative
        but
        to pay such fees in order to gain access to the MLS. Up until now it has
        been
        possible for these firms to monopolize the market because the MLS is a closed
        system, and it is not cost effective for an individual property owner to
        market
        his/her own property.
 
 However,
        with the protection afforded by the Competition Act in Canada, and similar
        Anti-trust laws in the United States, the doors are open for licensed real
        estate companies to offer limited service listings at nominal fees to consumers
        so that they can access the closed MLS system without paying excessive
        commissions. Through 1st Home
        Buy &
Sell Ltd., property owners can now be empowered with the ability to market
        their
        property on MLS in a cost effective manner. Through “Limited Service Listings”
1st Home
        Buy
        and Sell Ltd. provides: basic advice to assist the Seller through the sales
        process, real estate sales data information and reports, and basic
        administrative services. Sellers can also utilize other professional services
        such as lawyers and appraisers on a fee for service basis to assist them
        in the
        process as needed.
 
 The
        Canadian Real Estate Association (CREA) and its American counterpart, the
        National Association of Realtors (NAR), have been actively building a presence
        on the internet for the past several years in an effort to preserve their
        dominance of the industry, and discourage attempts by others to by-pass the
        traditional middleman role of the real estate agent. Over the next 5 to 10
        years
        their efforts will only be partially successful as market forces will eventually
        prevail driving them to restructure (likely to rebate/discounting or fee
        for
        service) as more and more property owners turn to well organized and cost
        effective licensed discount real estate firms, and FSBO marketing
        services.
 
 *Table
            of Contents*
 18
 There
        are
        also several trends to consider which indicate that these types of statistics
        will only increase in the future:
 
 o
              The
                  continual growth of internet users
 
 o
              (Note:
                  that in 1999 when www.MLS.ca was first launched, the web site
                  recorded  approximately 200,000 page views per day, in 2003 the
                  site recorded more than  4,000,000 page views per day and is
                  steadily rising);
 o
              According
                  to the National Real Estate Board only 28% of home buyers used
                  the
                  internet to start their search for real estate in the year 2000.
                  That
                  number has skyrocketed to over 78% in
                  2005;
 
 o
              Today’s
                  consumers are more knowledgeable, educated and informed than ever
                  before;
 
 o
              Internet
                  use is heavy and prevalent among younger
                  generations.
 
 The
        real
        estate market is changing in North America, mainly as a result of the
        internet.  In the past, property owners were limited to marketing
        their property through the MLS system controlled by Realtors, or advertising
        their property themselves using traditional advertising mediums which were
        costly and ineffective.  As a result of the World Wide Web, a number
        of new concepts have developed.  The For Sale by Owner (FSBO) and the
        Discount Realtor (many offering Flat Fee MLS services) both have emerged
        as
        alternatives to the full commission structured Realtor.
 
 ***Competition***
 
 We
        face
        intense competition from a well established and used system in the MLS which
        places us at a competitive disadvantage since they are more established.
        Many of
        these Realtors have been working the referral business among themselves for
        years and will be reluctant to change the procedure of doing business. Many
        of
        these competitors will have greater customer bases, operating histories,
        financial, technical, personnel and other resources than we do at this time.
        There can be no assurances we will be able to break into this industry offering
        a new type of listing service.
 
 In
        British Columbia, the predominant discount MLS services are:
 
 ·
              erealty.ca
 o
              erealty
                  charges an initial listing fee of $250 and .5% commission upon
                  sale. At an
                  average home sale price in the lower mainland of $450,000, total
                  fees
                  would add up to $2,500 (plus GST);
 
 ·
              1%
                  Realty
 o
              1%
                  X Selling price (Minimum Fee is $5000), plus disbursements (i.e.
                  advertising – approx. $50 per week X 12 weeks= $600), plus MLS Fees
                  charged by the local Real Estate Board, plus catalogue fees, plus
                  a one
                  time $300 administration fee (Note: the listing fee is split 50/50
                  with
                  the Buyers Agent;
 
 ·
              Canada
                  Best Buy Realty
 o
              Charge
                  $695 upfront for an MLS Flat Fee
                  Listing
 o
              Catch
                  is that customers have to use Canada Best Buy as their Buyers Agent
                  when
                  they purchase their home.
 
 1st
        Home Buy and Sell
        will position itself to be the price leader in discount MLS service offering
        “Limited Service Listings” on MLS for a weekly fee. Listings will include: up to
        9 photos, a detailed listing of the home, telephone and e-mail support to
        assist
        the Seller through the selling process, sales data reports, administration
        for
        any changes required to the listing, Contracts of Purchase & Sale, Property
        Condition Disclosure Statements, access to a national service partner directory
        (lawyers, appraisers, home inspectors, mortgage services etc).
 
 *Table
            of Contents*
 19
 ***Intellectual
        Property***
 
 We
        regard
        our intellectual  property as critical to our success, and we intend
        to rely on patent, trademark and copyright law, trade secret protection and
        confidentiality
        and/or license agreements with  our  employees, customers, independent
        contractors, partners and others to protect our intellectual property
        rights.
 
 Patent  applications  for
        the  protection of our  technology  for a new
        approach to MLS listings have been filed with the United  States
        Patent and Trademark Office and with the Canadian Intellectual Property
        Office.
 
 We
        cannot
        assure you that the steps we have taken to protect our proprietary
        rights  will  be  adequate  or  that  third   parties   will  not   infringe  or
        misappropriate  our  patents,  copyrights,  trademarks  and
        similar  proprietary rights.  In addition,  we
        cannot  assure you that other  parties will not assert
        claims of  infringement  of intellectual  property
        or alter  proprietary  rights against us.
 
 ***Description
        of Property***
 
 Our
        executive office is located at 14199 – 32A Avenue in Surrey, B.C., Canada, V4P
        3P4, which is also the residence of our Chief Operating Officer. We utilize
        approximately 750 square feet of space, and we have no lease. We believe
        that
        this existing space is adequate for our current needs. Should we require
        additional space, we believe that such space can be secured on commercially
        reasonable terms.
 
 ***Estimated
        Market Size & Potential Revenue***
 
 There
        were approximately 800,000 listings on the Multiple Listing Service (MLS)
        in
        Canada in 2005. (Source - Canadian Real Estate Association).  The
        National Association of Realtors in the U.S. reported that there were just
        over
        7 million home sales in 2005.
 
 Our
        long
        term goal for Canada is to achieve a market share of 5% of all homes listed
        for
        sale. This would account for approximately 40,000 listings.  With
        respect to the United States, our goal is to allow for expansion into selected
        markets within the US where potential is much greater for revenue growth.
        There
        are approximately 7 million homes being sold in the US each year. At a future
        market share of just 3% of the US market would equate to 210,000 listings,
        generating additional revenues.
 
 ***Marketing
        Strategy***
 
 **Phase
        1**
 
 ·
              Pursue
                  marketing efforts in the British Columbia market to create market
                  awareness, develop initial market share, proof of concept, and
                  develop
                  cash flow;
 
 ·
              Attract
                  the average homeowner wishing to sell their homes with promotional
                  offers
                  and incentives. The company will concentrate marketing activities
                  beginning initially in Vancouver then expand into two to three
                  selected
                  major Canadian market areas. Marketing activities will be expanded
                  on a
                  region-by-region basis until all major Canadian markets are
                  serviced;
 
 ·
              Pursue
                  relationships/partnerships with FSBO companies that can offer 1st
                  Home Buy
                  & Sell Ltd. MLS access as a value added
                  service;
 
 *Table
            of Contents*
 20
 ·
              Pursue
                  high profile local developers offering early adopters discounts
                  in
                  exchange for listings on the site. This will not only provide the
                  early
                  content for the site, but it will create credibility with
                  consumers;
 
 ·
              Since
                  our patent process is underway, pursue discussions with online
                  auction
                  sites for development of the online bidding / offer process for
                  MLS;
 
 ·
              Target
                  homebuilder associations (i.e. The Greater Vancouver Home Builder
                  Association) and developer based organizations such as the Urban
                  development Institute with pre-opening
                  specials;
 
 ·
              Create
                  early market awareness by using free publicity. i.e. radio talk
                  shows,
                  community television, and newspaper
                  columnists;
 
 ·
              To
                  use traditional media such as radio, print advertising, television
                  and
                  billboard advertising.  Create market awareness in a media blitz
                  in an attempt to capture market share and reach an early subscriber
                  base
                  in each market area.
 
 **Phase
        2**
 
 **·**
              Once
                  established in the major market areas in Canada, 1st Home Buy & Sell
                  Ltd. will seek to expand into the US market areas concentrating
                  initially
                  in larger urban centers in the Northwest, such as Seattle, Tacoma,
                  Portland, etc.;
 
 ·
              Pursue
                  development of the commercial listings market (i.e. office space
                  for
                  lease, retail space for lease, warehouse space, etc.). These types
                  of
                  listings offer the potential for increased cash flow as they will
                  typically list for longer periods of time, and offer the potential
                  to
                  become repeat customers.
 
 The
        real
        estate industry will be going through some dramatic changes over the next
        several years as the new economy reshapes the old. 1st Home Buy & Sell Ltd.
        will be part of the technological revolution that is reshaping our economy
        and
        is positioning itself to capitalize on the changes that are beginning to
        take
        place in the real estate industry. By raising the necessary capital as outlined
        in this business plan 1st Home Buy & Sell Ltd. will be able to: complete the
        pending patent applications, with the creation of a comprehensive web site
        for
        residential and commercial real estate offering Limited Service Listings
        on MLS,
        the forming of strategic partnerships, implement a step by step marketing
        plan
        to create a national corporate identity and brand recognition, and ultimately
        take the company public creating excellent shareholder value, liquidity and
        cash
        flow.
  ***Government
        Regulation***
  We
        are
        not currently subject to direct federal, state, provincial, or local regulation
        other than regulations applicable to businesses generally or directly applicable
        to electronic commerce. However, the Internet is increasingly popular. As
        a
        result, it is possible that a number of laws and regulations may be adopted
        with
        respect to the Internet. These laws may cover issues such as user privacy,
        freedom of expression, pricing, content and quality of products and services,
        taxation, advertising, intellectual property rights and information security.
        Furthermore, the growth of electronic commerce may prompt calls for more
        stringent consumer protection laws. Several states have proposed legislation
        to
        limit the uses of personal user information gathered online or require online
        services to establish privacy policies. The Federal Trade Commission has
        also
        initiated action against at least one online service regarding the manner
        in
        which personal information is collected from users and provided to third
        parties. We will not provide personal information regarding our users to
        third
        parties. However, the adoption of such consumer protection laws could create
        uncertainty in Web usage and reduce the demand for our products.
  *Table
            of Contents*
 21
 We
        are
        not certain how business may be affected by the application of existing laws
        governing issues such as property ownership, copyrights, encryption and other
        intellectual property issues, taxation, libel, obscenity and export or import
        matters. The vast majority of such laws were adopted prior to the advent
        of the
        Internet. As a result, they do not contemplate or address the unique issues
        of
        the Internet and related technologies. Changes in laws intended to address
        such
        issues could create uncertainty in the Internet market place. Such uncertainty
        could reduce demand for services or increase the cost of doing business as
        a
        result of litigation costs or increased service delivery costs. In addition,
        because our services are available over the Internet in multiple states and
        foreign countries, other jurisdictions may claim that we are required to
        qualify
        to do business in each such state or foreign country. We are qualified to
        do
        business only in Nevada. Our failure to qualify in a jurisdiction where it
        is
        required to do so could subject it to taxes and penalties. It could also
        hamper
        our ability to enforce contracts in such jurisdictions. The application of
        laws
        or regulations from jurisdictions whose laws currently apply to our business
        could have a material adverse affect on our business, results of operations
        and
        financial condition.
  ***International***
 
 We
        may
        become subject to the laws and regulations of other countries, including
        with
        respect to transportation, privacy and consumer and online regulation. These
        may
        impose additional costs or other obligations on us.
 
 ***Future
        Regulation***
 
 Federal,
        state, provincial or other governmental agencies may adopt new laws, regulations
        and policies regarding a variety of matters that could affect our business
        or
        operations. We cannot predict what other matters such agencies might consider
        in
        the future, or what the impact of such regulations might be on our
        business.
 
 ***Employees***
 
 As
        of
        March 31, 2007, we employed one (1) person on a full-time basis.
 
 Subsequent
        to year end, and as of March 31, 2007, we employed one (1) person on a full
        time
        basis and one (1) person on a part time basis.
 
 Because
        of the nature of our business, we do not expect to hire any new employees
        in the
        foreseeable future, but anticipate that we will be conducting most of our
        business through agreements with consultants and third parties.
 
 ***Reporting
        Currency***
 
 All
        of
        the Company’s transactions are denominated in Canadian currency so the Company
        has adopted the Canadian dollar as its functional and reporting
        currency.  Transaction gains and losses that arise from exchange rate
        fluctuations on transactions denominated in a currency other than the local
        functional currency are included in “General and Administrative Expenses” in the
        statement of operations, which amounts were not material for 2006 or
        2005.
 
 The
        Department of Corporation Finance in its advisory letter titled International
        Financial Reporting and Disclosure Issues,dated
        May
        1, 2001 has stated, “Regulation S-X presumes that a US-incorporated registrant
        will present its financial statements in US dollars. In rare instances, the
        staff has not objected to the use of a different reporting currency. Those
        instances have been limited to situations where the US-incorporated registrant
        had little or no assets and operations in the US, substantially all the
        operations were conducted in a single functional currency other than the
        US
        dollar, and the reporting currency selected was the same as the functional
        currency. In these circumstances, reporting in the foreign currency would
        produce little or no foreign currency translation effects under FASB Statement
        No. 52.”
 
 *Table
            of Contents*
 22
 First,
        the Company has its only facilities located Canada, and therefore has no
        assets
        or operations in the US. Second, all operations of the Company are conducted
        only in Canadian currency.  Third, the reporting currency is in
        Canadian dollars which is the same currency that all operations were conducted
        in.  Therefore, reporting in Canadian dollars would produce little or
        no foreign currency translation effects under FASB Statement No.
        52.
 
 ***Quarterly
        Developments***
 
 During
        the period ended March 31, 2007, specifically on May 29, 2007, our Form SB-1
        was
        declared Effective by the SEC.
 
 We
        are in
        the process of filing our Form 211 with the NASD and will use our best efforts
        to secure a listing on the OTC BB as soon as possible.
 
 ***Critical
        Accounting Policies*** **and
        Estimates**
 
 Management
        has identified the following policies and estimates as critical to the Company’s
        business operations and the understanding of the Company’s results of
        operations. Note that the preparation of this Form SB-1 requires management
        to
        make estimates and assumptions that affect the reported amounts of assets
        and
        liabilities, disclosure of contingent assets and liabilities at the date
        of the
        Company’s financial statements, and the reported amounts of revenue and expenses
        during the reporting period. Actual results could differ from those estimates,
        and the differences could be material.
 
 **RESULTS
        OF OPERATIONS**
 
 **RESULTS
        OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 (UNAUDITED) COMPARED
        TO
        THE THREE MONTHS ENDED MARCH 31, 2006 (UNAUDITED).**
 
 ***REVENUE***
 
 Our
        net
        revenue amounted to $8,444 for the three months ended March 31, 2007 compared
        to
        $4,515 for the three months ended March  31, 2006.  Our net
        revenues for the nine months ended March 31, 2007 are $32,579 compared to
        $12,160 for the same period in 2006.  Our increase in revenue for the
        three months ended March 31, 2007 compared to the three months ended March
        31,
        2006 is a direct result of the acquisition of PCDC and no other factor(s)
        contributed to the increased revenue.
 
 Fluctuations
        in our revenues are primarily the result of the nature of the business model
        we
        operate. The Company can neither predict or assess, nor prevent
        fluctuations.  We attempt to offer services at competitive prices. 
Because of the unpredictable nature of fluctuations, we do not attribute
        fluctuations to any particular item or event. Our business model is designed
        to
        respond to fluctuation with immediate change.  We do not account for or
        analyze the fluctuations as we do not believe it to be a prudent use of
        resources, given our business model.
 
 *Table
            of Contents*
 23
 ***OPERATING
        EXPENSES***
 
 Our
        total
        operating expenses for the three months ended March 31, 2007 were $45,527
        compared to $5,410 for the same period in the prior year.  Expenses
        consisted primarily of general operating expenses and professional fees.
        The
        increase in operating expenses is mostly attributable to our accounting and
        legal expenses associated with our SEC filing and attempt to become listed
        on
        the OTCBB.
 
 ***NET
        LOSS***
 
 Primarily
        as a result of the foregoing, we had a net loss of $37,083 for the three
        months
        ended March 31, 2007 compared to a net loss of $895 for the same period in
        the
        prior year.  Our net loss for the period ended March 31, 2007 is attributed
        to accounting and legal expenses associated with our SEC filing.
 
 ***LIQUIDITY
        AND CAPITAL RESOURCES***
 
 At
        March
        31, 2007, our cash balance was $40,606. This represents an improvement in
        our
        financial position since March 31, 2006 when we reported cash of
        $353.
 
 As
        of
        March 31, 2007, a related party had loaned the Company USD$91,000. This loan
        is
        payable on demand, unsecured and does not accrue interest.
 
 Developments
        in July 2006, specifically our agreement with PCDC, directly resulted in
        increased revenues and increased cash on hand.
 
 Cash
        flows from operating activities in 2007 through March 31 were negative
        $102,255 compared with negative $4,328 in 2006 for the comparable
        period.
 
 ***Off-Balance
        Sheet Arrangements***
 
 The
        Company has no material transactions, arrangements, obligations (including
        contingent obligations), or other relationships with unconsolidated entities
        or
        other persons that have or are reasonably likely to have a material current
        or
        future impact on its financial condition, changes in financial condition,
        results of operations, liquidity, capital expenditures, capital resources,
        or
        significant components of revenues or expenses.
  ***Market
        Risk***
 
 In
        the
        normal course of business, the Company is exposed to foreign currency exchange
        rate and interest rate risks that could impact its results of
        operations.
  The
        Company plans to sell its services via the internet, and a substantial portion
        of its net sales, cost of sales and operating expenses could be denominated
        in
        foreign currencies. This exposes the Company to risks associated with changes
        in
        foreign currency exchange rates that can adversely impact revenues, net income
        and cash flow.
 
 ***Cancellation
        Policy***
  The
        cost
        of an initial service is non-refundable and includes a listing period of
        four
        (4) weeks.  100% of the initial listing price is forfeited by
        customers wishing to cancel within the first four (4) weeks of an initial
        listing.  No refunds are given to customers for unused or partially
        used components.  After the initial listing period, all listing are on
        a week to week renewal, again with no refunds for unused or partially used
        components.  There were no customer cancellations in 2006, and have
        been none to date in 2007.
 
 *Table
            of Contents*
 24
 ***Plan
        Of Operations for the Next 12 Months***
  Our
        plan
        of operations for the next twelve months is to proceed with the implementation
        of our business plan.  We will strive to launch all aspects of our
        operations.  Primarily, we will focus on generating revenue from our
        website.  Continuing operations will always focus on ways to increase
        our marketing sales force. We may require up to $300,000 in additional financing
        to expand our operations as outlined in the table below, subject to our cash
        on
        hand and actual revenues.
 
 **Goal**
              **Expected
                  Manner of Occurrence or**
                **Method
                  of Achievement**
              **Date
                  When Step Should be Accomplished**
              **Cost
                  of Completion**Complete
                  patent applications in the United States and Canada
              Complete
                  patent search with assistance of intellectual property lawyer in
                  patent
                  process
              4
–
                  21 months
              $80,000Create
                  corporate website
              Complete
                  design and technology of our corporate web-site
              4
–
                  7 months
              $30,000Launch
                  Marketing Phase
              Implementation
                  of marketing plan
              4
–
                  10 months
              $75,000Create
                  partnerships with developers
              Incentives
                  that will be offered as part of our marketing campaign
              7
                  -
                  22 months
              $60,000Create
                  corporate identity and brand recognition
              Traditional
                  sources of advertising
              10
                  - 222 months
              $55,000
 
 Our
        total
        expenditures over the next twelve months are anticipated to be approximately
        $200,000 including the remaining estimated costs of becoming listed on the
        OTCBB. Our cash on hand as of March 31, 2007 is $40,606. We do not have
        sufficient cash to fund our operations for the next twelve months.
 
 All
        steps
        will be undertaken contemporaneously.
 
 ***Limited
        operating history; need for additional capital***
 
 We
        cannot
        guarantee we will be successful in our business operations. Our business
        is
        subject to risks inherent in the establishment of a business enterprise,
        including limited capital resources and possible cost overruns due to price
        and
        cost increases in services and products.
 
 We
        have
        no assurance that future financing will be available to us on acceptable
        terms.
        If financing is not available on satisfactory terms, we may be unable to
        continue, develop or expand our operations. Equity financing could result
        in
        dilution to shareholders.
 
 *Table
            of Contents*
 25
 ***Cash
        Requirements***
 
 Our
        cash
        on hand as of March 31, 2007 is $40,606. We have sufficient cash on hand
        to pay
        the costs of some of our goals as outlined above as projected to twelve (12)
        months or less and to fund our operations for that same period of time. However,
        we will require additional financing in order to proceed with some or all
        of our
        goals as projected at more than twelve (12) months. We presently do not have
        any
        arrangements for additional financing, and no potential lines of credit or
        sources of financing are currently available for the purpose of proceeding
        with
        any of our goals projected at more than twelve (12) months.
  Any
        additional growth of the Company may require additional cash infusions. We
        may
        face expenses or other circumstances such that we will have additional financing
        requirements. In such event, the amount of additional capital we may need
        to
        raise will depend on a number of factors. These factors primarily include
        the
        extent to which we can achieve revenue growth, the profitability of such
        revenues, operating expenses, research and development expenses, and capital
        expenditures. Given the number of programs that we have ongoing and not
        complete, it is not possible to predict the extent or cost of these additional
        financing requirements.
 
 Notwithstanding
        the numerous factors that our cash requirements depend on, and the uncertainties
        associated with each of the major revenue opportunities that we have, we
        believe
        that our plan of operation can build long-term value if we are able to
        demonstrate clear progress toward our objectives.
 
 Progress
        in the development of our business plan will likely lend credibility to our
        plan
        to maintain profitability. We anticipate that we will hire several members
        to
        our sales, marketing, research and development, regulatory and administrative
        staff during the course of 2007 in order to fully implement our plans for
        growth.
 
 The
        failure to secure any necessary outside funding would have an adverse affect
        on
        our development and results therefrom and a corresponding negative impact
        on
        shareholder liquidity.
  ***Future
        Financings***
 
 Our
        plan
        of operation calls for significant expenses in connection with the
        implementation of our business plan over the course of the next 24 months.
        For
        the next twelve months, management anticipates that the minimum cash
        requirements to fund our proposed goals and our continued operations will
        be at
        least $200,000. As such, we do not have sufficient funds on hand to meet
        our
        planned expenditures over the next 24 months. Therefore, we may require and
        may
        need to seek additional financing to meet our planned expenditures.
 
 Obtaining
        additional financing would be subject to a number of factors, including
        development of our business plan and interest in our company. These factors
        may
        make the timing, amount, terms or conditions of additional financing unavailable
        to us.
  ***Revenue
        Recognition***
 
 SAB
        No.
        104 requires that four basic criteria be met before revenue can be recognized:
        (1) persuasive evidence of an arrangement exists; (2) delivery has occurred
        or
        services have been rendered; (3) the fee is fixed or determinable; and (4)
        collectibility is reasonably assured. Should changes in conditions cause
        management to determine that these criteria are not met for certain future
        transactions, revenue recognized for a reporting period could be adversely
        affected.
 
 *Table
            of Contents*
 26
 ***Goodwill***
 
 The
        Company has not attributed any value to goodwill.
 
 ***Accounting
        for Income Taxes***
 
 The
        Company accounts for income taxes under the asset and liability
        method.  Under this method, deferred assets and liabilities are
        recognized based on anticipated future tax consequences attributable to
        differences between financial statement carrying amounts of assets and
        liabilities and their respective tax bases.  The Company establishes a
        valuation allowance to the extent that it is more likely than not that deferred
        tax assets will not be recoverable against future taxable income.
 
 ***Code
        of Ethics***
 
 We
        have
        adopted a Code of Ethics and Business Conduct for Officers, Directors and
        Employees that applies to all of our officers, directors and
        employees.
 
 ***SEC
        Filing Plan***
 
 We
        intend
        to become a reporting company in 2007 after our SB-1 is declared effective.
        This
        means that we will file disclosure documents as required with the US Securities
        and Exchange Commission. Once this SB-1 is declared effective, we will file
        a
        Form 8-A filing in order to complete registration of our common
        stock.
  ***Recently
        Issued Accounting Pronouncement***
 
 SFAS No. 151,
        *Inventory Costs*, is effective for fiscal years beginning after
        June 15, 2005.  This statement amends the guidance in Accounting
        Research Bulletin No. 43, Chapter 4, Inventory Pricing, to
        clarify the accounting for abnormal amounts of idle facility expense, freight,
        handling costs, and wasted material (spoilage).  The adoption of
        SFAS No. 151 is expected to have no impact on the Company’s financial
        statements.
 
 SFAS No. 152,
        *Accounting for Real Estate Time-Sharing Transactions*, is effective for
        fiscal years beginning after June 15, 2005.  This statement
        amends SFAS No. 66, *Accounting for Sales of Real Estate*, to
        reference the financial accounting and reporting guidance for real estate
        time-sharing transactions that is provided in American Institute of Certified
        Public Accountants Statement of Position 04-2, *Accounting for Real Estate
        Time-Sharing Transactions*.  The adoption of
        SFAS No. 152 is expected to have no impact on the Company’s financial
        statements.
 
 SFAS No. 123(R),
        *Share-Based Payment*, replaces SFAS No. 123, *Accounting for
        Stock-Based Compensation*, and supersedes APB Opinion No. 25,
*Accounting for Stock Issued to Employees*.  This statement
        requires that the compensation cost relating to share-based payment transactions
        be recognized at fair value in the financial statements.  The Company
        is required to apply this statement in the first annual period that begins
        after
        December 15, 2005.  The adoption of SFAS No. 123(R) is
        expected to have no impact on the Company’s financial statements.
 
 SFAS No. 153,
        *Exchanges of Nonmonetary Assets*– an amendment of APB Opinion
        No. 29, is effective for fiscal years beginning after June 15,
        2005.  This statement addresses the measurement of exchange of
        nonmonetary assets and eliminates the exception from fair-value measurement
        for
        nonmonetary exchanges of similar productive assets in paragraph 21(b) of
        APB Opinion No. 29, *Accounting for Nonmonetary Transactions*, and
        replaces it with an exception for exchanges that do not have commercial
        substance.  The adoption of SFAS No. 153 is not expected to
        have a significant impact on the Company’s financial statements.
 
 *Table
            of Contents*
 27
 The
        EITF
        reached consensus on Issue No. 03-1, *The Meaning of Other-Than-Temporary
        Impairment and Its Application to Certain Investments*, which provides
        guidance on determining when an investment is considered impaired, whether
        that
        impairment is other than temporary, and the measurement of an impairment
        loss.  The FASB issued FSP EITF 03-1-1, *Effective Date of
        Paragraphs 10-20 of EITF Issue No. 03-1*, *The Meaning of
        Other-Than-Temporary Impairment and Its Application to Investments*, which
        delays the effective date for the measurement and recognition criteria contained
        in EITF 03-1 until final application guidance is issued.  The adoption
        of this consensus or FSP is expected to have no impact on the Company’s
        financial statements.
 
 SFAS
        No.
        154, *Accounting Changes and Error Corrections*, a replacement of APB No.
        20, *Accounting Changes*, and SFAS No. 3, *Reporting Accounting
        Changes in Interim Financial Statements*.  SFAS No. 154 changes
        the requirements for the accounting for and reporting of a change in accounting
        principle.  Previously, most voluntary changes in accounting
        principles required recognition via a cumulative effect adjustment within
        net
        income of the period of the change.  SFAS No. 154 requires
        retrospective application to prior periods’ financial statements, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change.  SFAS No. 154 is effective for accounting
        changes made in fiscal years beginning after December 15, 2005; however,
        this statement does not change the transition provisions of any existing
        accounting pronouncements.  The adoption of SFAS No. 154 is expected
        to have no impact on the Company’s financial statements.
 
 In
        September 2005, the EITF reached consensus on Issue no. 05-08, *Income Tax
        Consequences of Issuing Convertible Debt with a Beneficial Conversion
        Feature*.  EITF 05-08 is effective for financial statements
        beginning in the first interim or annual reporting period beginning after
        December 15, 2005.  The adoption of EITF 05-08 is expected to
        have no impact on the Company’s financial statements.
 
 In
        September 2005, the EITF reached consensus on Issue 05-02, *The Meaning of
‘Conventional Convertible Debt Instrument’ in EITF Issue No. 00-19, ‘Accounting
        for Derivative Financial Instruments Indexed to, and Potentially Settled
        in, a
        Company’s Own Stock*.’  EITF 05-02 is effective for new
        instruments entered into and instruments modified in reporting periods beginning
        after June 29, 2005.  The adoption of EITF 05-02 is expected to have
        no impact on the Company’s financial statements.
 
 In
        September 2005, the EITF reached consensus on Issue No. 05-07, *Accounting
        for Modifications to Conversion Options Embedded in Debt Instruments and
        Related
        Issues*.  EITF 05-07 is effective for future modifications of debt
        instruments beginning in the first interim or annual reporting period beginning
        after December 15, 2005.  The adoption of EITF 05-07 is expected
        to have no impact on the Company’s financial statements.
 
 *Table
            of Contents*
 28
 ***RISK
        FACTORS***
 
 **INVESTING
        IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER
        INFORMATION CONTAINED IN THIS QUARTERLY REPORT, PROSPECTIVE PURCHASERS OF
        THE
        SECURITIES OFFERED HEREBY SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS
        IN
        EVALUATING THE COMPANY AND ITS BUSINESS.**
 
 **BECAUSE
        WE HAVE A LIMITED OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE OUR BUSINESS
        AND PROSPECTS.**
 
 The
        Company commenced operations as PCDC, which then became the majority owned
        operating subsidiary of the Company on July 1, 2006. Accordingly, we have
        a
        limited operating history from which you can evaluate our current business
        and
        our prospects. We will encounter risks and difficulties frequently experienced
        by early-stage companies in rapidly evolving industries. Some of these risks
        relate to our ability to:
 
 ·
              attract
                  and retain consumers on a cost-effective
                  basis;
 ·
              expand
                  and enhance our service offerings;
 ·
              respond
                  to regulatory changes or demands;
 ·
              respond
                  to litigation;
 ·
              operate,
                  support, expand and develop our operations, our website and our
                  software,
                  communications and other systems;
 ·
              diversify
                  our sources of revenue;
 ·
              maintain
                  adequate control of our expenses;
 ·
              raise
                  additional capital;
 ·
              respond
                  to technological changes; and
 ·
              respond
                  to competitive market conditions.
 
 If
        we are
        unsuccessful in addressing these risks or in executing our business strategy,
        our business, financial condition or results of operations may
        suffer.
 
 **IF
        WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL
        FAIL.**
 
 We
        will
        need to obtain additional financing in order to complete our business plan
        as we
        will not receive any funds from this registration.
 
 We
        do not
        currently have any arrangements for financing and we can provide no assurance
        to
        investors that we will be able to find such financing. Obtaining additional
        financing would be subject to a number of factors including investor acceptance
        of our business plan and investor sentiment. These factors may make the timing,
        amount, terms or conditions of additional financing unavailable to
        us.
 
 The
        most
        likely source of future funds presently available to us is through the sale
        of
        equity capital.  Any sale of share capital will result in dilution to
        existing shareholders.
 
 **WE
        HAVE ONLY A LIMITED NUMBER OF CLIENTS AT ANY GIVEN TIME. EVEN IF WE OBTAIN
        NEW
        CLIENTS, THERE IS NO ASSURANCE THAT WE WILL MAKE A PROFIT.**
 
 We
        have
        only a limited number of clients at any given time. Even if we obtain new
        clients, there is no guarantee that we will generate a profit. If we cannot
        generate a profit, we will have to suspend or cease operations.
 
 **BECAUSE
        WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT MARKETING OF OUR
        SERVICES TO POTENTIAL KNOWN CLIENTS. AS A RESULT, WE MAY NOT BE ABLE TO ATTRACT
        ENOUGH CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY
        HAVE TO
        SUSPEND OR CEASE OPERATIONS.**
 
 Because
        we are small and do not have much capital, we must limit marketing of our
        services. We will initially generate revenues through the sale of services.
        Because we will be limiting our marketing activities, we may not be able
        to
        attract enough clients to operate profitably. If we cannot operate profitably,
        we may have to suspend or cease operations.
 
 **OUR
        SERVICES ARE SUBJECT TO SEASONAL FLUCTUATIONS AND AS A RESULT THERE MAY BE
        PERIODS WHEN WE SUSPEND OPERATIONS.**
 
 Seasonal
        fluctuations in the real estate market will adversely impact revenues and
        may
        impede future growth. Historically revenues in this area are strongest in
        the
        first and second quarters of the calendar year. Prolonged periods where there
        is
        a lack of revenue may cause cutbacks and create challenges for meaningful
        growth.
  *Table
            of Contents*
 29
 **THE
        MAJORITY OF OUR OFFICERS AND DIRECTORS WILL ONLY BE DEVOTING LIMITED TIME
        TO OUR
        OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
        INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS.**
 
 This
        activity could prevent us from attracting clients and result in a lack of
        revenues that may cause us to suspend or cease operations.  With the
        exception of our Chief Operating Officer, Steve Neil, our other officers
        and
        directors will only be devoting limited time to our operations. Though our
        Chief
        Operating Officer will be working full time, our other officers and directors
        will be devoting approximately 8-12 hours per week of their time to our
        operations. Because of this, our operations may be sporadic and occur at
        times
        which are convenient to our officers and directors. As a result, operations
        may
        be periodically interrupted or suspended which could result in a lack of
        revenues and a possible cessation of operations.
 
 **BECAUSE
        WE HAVE ONLY THREE OFFICERS AND DIRECTORS WHO ARE RESPONSIBLE FOR OUR MANAGERIAL
        AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE
        DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND
        REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST
        US.**
 
 We
        have
        only three officers and directors. They are responsible for our managerial
        and
        organizational structure which will include preparation of disclosure and
        accounting controls under the Sarbanes Oxley Act of 2002. When these controls
        are implemented, they will be responsible for the administration of the
        controls. Should they not have sufficient experience, they may be incapable
        of
        creating and implementing the controls which may cause us to be subject to
        sanctions and fines by the SEC which ultimately could cause you to lose your
        investment.
 
 **BECAUSE
        WE DO NOT MAINTAIN ANY INSURANCE, IF A JUDGMENT IS RENDERED AGAINST US, WE
        MAY
        HAVE TO CEASE OPERATIONS.**
 
 We
        do not
        maintain any insurance and do not intend to maintain insurance in the future.
        Because we do not have any insurance, if we are made a party to a lawsuit,
        we
        may not have sufficient funds to defend the litigation. In the event that
        we do
        not defend the litigation or a judgment is rendered against us, we may have
        to
        cease operations.
 
 **BECAUSE
        THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE
        TO
        RESELL YOUR STOCK.**
 
 There
        is
        currently no public trading market for our common stock. Therefore there
        is no
        central place, such as stock exchange or electronic trading system, to resell
        your shares. If you do want to resell your shares, you will have to locate
        a
        buyer and negotiate your own sale.
 
 *Table
            of Contents*
 30
 **BECAUSE
        INSIDERS CONTROL OUR ACTIVITIES, THEY MAY BLOCK OR DETER ACTIONS THAT YOU
        MIGHT
        OTHERWISE DESIRE THAT WE TAKE AND MAY CAUSE US TO ACT IN A MANNER THAT IS
        MOST
        BENEFICIAL TO SUCH INSIDERS AND NOT TO OUTSIDE
        SHAREHOLDERS.**
 
 Two
        of
        our officers and directors control all of our common stock, and we do not
        have
        any non-employee directors. As a result, they effectively control all matters
        requiring director and stockholder approval, including the election of
        directors, the approval of significant corporate transactions, such as mergers
        and related party transaction. They also have the ability to block, by their
        ownership of our stock, an unsolicited tender offer. This concentration of
        ownership could have the effect of delaying, deterring or preventing a change
        in
        control of our company that you might view favorably.
 
 **OUR
        MANAGEMENT DECISIONS ARE MADE BY OUR OFFICERS AND DIRECTORS; IF WE LOSE THEIR
        SERVICES, OUR REVENUES MAY BE REDUCED.**
 
 The
        success of our business is dependent upon the expertise of Daniel L. Baxter,
        Samuel J. Alderson and Steve Neil. Because they are essential to our operations,
        you must rely on their management decisions. They will continue to control
        our
        business affairs after the filing. If we lose their services, we may not
        be able
        to hire and retain other officers and directors with comparable experience.
        As a
        result, the loss of their services could reduce our revenues.
 
 **BECAUSE
        THERE IS NOT NOW AND MAY NEVER BE A PUBLIC MARKET FOR OUR COMMON STOCK,
        INVESTORS MAY HAVE DIFFICULTY IN RESELLING THEIR SHARES.**
 
 Our
        common stock is currently not quoted on any market. No market may ever develop
        for our common stock, or if developed, may not be sustained in the future.
        Accordingly, our shares should be considered totally illiquid, which inhibits
        investors’ ability to resell their shares.
 
 **BECAUSE
        WE DO NOT HAVE AN AUDIT OR COMPENSATION COMMITTEE, SHAREHOLDERS WILL HAVE
        TO
        RELY ON THE ENTIRE BOARD OF DIRECTORS, ALL OF WHICH ARE NOT INDEPENDENT,
        TO
        PERFORM THESE FUNCTIONS.**
 
 We
        do not
        have an audit or compensation committee comprised of independent directors.
        Indeed, we do not have any audit or compensation committee. These functions
        are
        performed by the board of directors as a whole. All members of the board
        of
        directors are not independent directors. Thus, there is a potential conflict
        in
        that board members who are management will participate in discussions concerning
        management compensation and audit issues that may affect management
        decisions.
 
 **OUR
        GROWTH CANNOT BE ASSURED. EVEN IF WE DO EXPERIENCE GROWTH, WE CANNOT ASSURE
        YOU
        THAT WE WILL GROW PROFITABLY.**
 
 Our
        business strategy is dependent on the growth of our business. For us to achieve
        significant growth, potential customers must accept our website as a valuable
        commercial tool. Home buyers and sellers, who have historically purchased
        real
        estate using traditional commercial channels, such as local real estate agents,
        must instead rely on and feel confident in our product and our website.
        Similarly, real estate agents will also need to accept or expand their use
        of
        our website and to view our website as an efficient and profitable channel
        of
        distribution for their listings or in identifying potential properties for
        their
        clients.
 
 **WE
        OPERATE IN A HIGHLY COMPETITIVE MARKET, AND WE MAY NOT BE ABLE TO COMPETE
        EFFECTIVELY.**
 
 The
        real
        estate market is intensely competitive and there may be larger more profitable
        companies with established business practices that will be in direct competition
        with our business model.
 
 *Table
            of Contents*
 31
 **INTERRUPTIONS
        IN SERVICE FROM THIRD PARTIES COULD IMPAIR THE QUALITY OF OUR
        SERVICE.**
 
 We
        rely
        on third-party computer systems and other service providers. Third parties
        provide, for instance, our data center, telecommunications access lines and
        significant computer systems, support and maintenance services. Any interruption
        in these, or other, third-party services or deterioration in their performance
        could impair the quality of our service. We cannot be certain of the financial
        viability of all of the third parties on which we rely.  If our
        arrangements with any of these third parties is terminated or if they were
        to
        cease operations, we might not be able to find an alternate provider on a
        timely
        basis or on reasonable terms, which could hurt our business.
 
 **IF
        WE FAIL TO INCREASE OUR BRAND RECOGNITION AMONG CONSUMERS, WE MAY NOT BE
        ABLE TO
        ATTRACT AND EXPAND OUR ONLINE TRAFFIC.**
 
 We
        believe that establishing, maintaining and enhancing the Company brand is
        a
        critical aspect of our efforts to attract and expand our online traffic.
        The
        number of Internet sites that offer competing services increases the importance
        of establishing and maintaining brand recognition. In addition, we will need
        to
        increase our spending substantially on marketing and advertising with the
        intention of expanding our brand recognition to attract and retain users
        and to
        respond to competitive pressures. However, we cannot assure you that these
        expenditures will be effective to promote our brand or that our marketing
        efforts generally will achieve our goals.
 
 **OUR
        PRODUCT FEATURES MAY INFRINGE ON CLAIMS OF THIRD-PARTY PATENTS OR OTHER
        INTELLECTUAL PROPERTY RIGHTS, WHICH COULD ADVERSELY AFFECT OUR
        BUSINESS.**
 
 We
        cannot
        assure you that others will not obtain and assert patents or other intellectual
        property rights against us affecting essential elements of our business.
        If
        intellectual property rights are asserted against us, we cannot assure you
        that
        we will be able to obtain license rights on reasonable terms or at all. If
        we
        are unable to obtain licenses, we may be prevented from operating our business
        and our financial results may therefore be harmed.
 
 **EVOLVING
        GOVERNMENT REGULATION COULD IMPOSE TAXES OR OTHER BURDENS ON OUR BUSINESS,
        WHICH
        COULD INCREASE OUR COSTS OR DECREASE DEMAND FOR OUR
        PRODUCTS.**
 
 We
        must
        comply with laws and regulations applicable to online commerce. Increased
        regulation of the Internet or different applications of existing laws might
        slow
        the growth in the use of the Internet and commercial online services, which
        could decrease demand for our products, increase the cost of doing business
        or
        otherwise reduce our sales and revenues. The statutes and case law governing
        online commerce are still evolving, and new laws, regulations or judicial
        decisions may impose on us additional risks and costs of operations. In addition, new
        regulations, domestic or international, regarding the privacy of our users’
personally identifiable information may impose on us additional costs and
        operational constraints.
 
 **THERE
        IS NO ESTABLISHED TRADING MARKET FOR OUR COMMON STOCK, AND THE MARKET PRICE
        OF
        OUR COMMON STOCK MAY BE HIGHLY VOLATILE OR MAY DECLINE REGARDLESS OF OUR
        OPERATING PERFORMANCE.**
 
 There
        is
        no public market for our common stock as of the date of this filing. We cannot
        predict the extent to which a trading market will develop or how liquid that
        market might become. If you purchase shares of common stock in of the Company,
        you will pay a price that was not established in the public trading markets.
        The
        initial public offering price will be determined us. You may not be able
        to
        resell your shares above the initial public offering price and may suffer
        a loss
        on your investment.
 
 *Table
            of Contents*
 32
 The
        market prices of the securities of internet-related and online commerce
        companies have been extremely volatile.  Broad market and industry
        factors may adversely affect the market price of our  common stock,
        regardless of our actual operating performance. Factors that could cause
        fluctuation in the stock price may include, among other things:
 
 ·
              actual
                  or anticipated variations in quarterly operating
                  results;
 ·
              changes
                  in financial estimates by us or by any securities analysts who
                  might cover
                  our stock;
 ·
              conditions
                  or trends in the real estate
                  industry;
 ·
              announcements
                  by us or our competitors of significant acquisitions, strategic
                  partnerships or divestitures;
 ·
              announcements
                  of investigations or regulatory scrutiny of our operations or lawsuits
                  filed against us;
 ·
              capital
                  commitments;
 ·
              additions
                  or departures of key personnel;
 ·
              sales
                  of our common stock, including sales of our common stock by our
                  directors
                  and officers or our Founding Principles;
                  and
 ·
              potential
                  litigation
 
 **THE
        MARKET PRICES OF THE SECURITIES OF INTERNET-RELATED AND ONLINE COMMERCE
        COMPANIES HAVE BEEN ESPECIALLY VOLATILE.**
 
 Broad
        market and industry factors may adversely affect the market price of our
        common
        stock, regardless of our actual operating performance. In the past, following
        periods of volatility in the market price of their stock, many companies
        have
        been the subject of securities class action litigation. If we were sued in
        a
        securities class action, it could result in substantial costs and a diversion
        of
        management’s attention and resources and would adversely affect our stock
        price.
 
 **WE
        ARE GOVERNED SOLEY BY OUR TWO OFFICERS AND DIRECTORS, AND, AS SUCH, THERE
        MAY BE
        SIGNIFICANT RISK TO THE COMPANY FROM A CORPORATE GOVERNANCE
        PERSPECTIVE.**
 
 Our
        executive officers and directors make decisions such as the approval of related
        party transactions, the compensation of Executive Officers, and the oversight
        of
        the accounting function. Accordingly, there will be no segregation of executive
        duties and there may not be effective disclosure and accounting controls
        to
        comply with applicable laws and regulations, which could result in fines,
        penalties and assessments against us. Accordingly, the inherent controls
        that
        arise from the segregation of executive duties may not prevail. In addition,
        our
        executive officers and directors will exercise full control over all matters
        that typically require the approval of a Board of Directors. The actions
        of our
        executive officers and directors are not subject to the review and approval
        of a
        Board of Directors and, as such, there may be significant risk to the Company
        from the corporate governance perspective.
 
 Our
        Executive Officers and Directors exercise control over all matters requiring
        shareholder approval including the election of directors and the approval
        of
        significant corporate transactions. We have not voluntarily implemented various
        corporate governance measures, in the absence of which, shareholders may
        have
        more limited protections against the transactions implemented by our executive
        officers and directors, conflicts of interest and similar matters.
 
 *Table
            of Contents*
 33
 We
        have
        not adopted corporate governance measures such as an audit or other independent
        committees as we presently only have one independent director. Shareholders
        should bear in mind our current lack of corporate governance measures in
        formulating their investment decisions.
 
 **SINCE
        OUR EXECUTIVE OFFICERS AND DIRECTORS ARE NOT RESIDENTS OF THE UNITED STATES,
        IT
        MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST THEM.**
 
 Shareholders
        may have difficulty enforcing any claims against the Company because our
        executive Officers and Directors reside outside the United States. If a
        shareholder desired to sue, shareholders would have to serve a summons and
        complaint. Even if personal service is accomplished and a judgment is entered
        against that person, the shareholder would then have to locate assets of
        that
        person, and register the judgment in the foreign jurisdiction where the assets
        are located.
 
 **BECAUSE
        OUR CHIEF EXECUTIVE OFFICER, WHO ALSO SERVES AS A DIRECTOR, HAS OTHER BUSINESS
        INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF
        TIME
        TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO
        FAIL.**
 
 It
        is
        possible that the demands on Mr. Daniel L. Baxter, our Chief Executive Officer
        and Director, from other obligations could increase with the result that
        he
        would no longer be able to devote sufficient time to the management of our
        business. In addition, Mr. Baxter may not possess sufficient time to manage
        our
        business if the demands of managing our business increased
        substantially.  Specifically, Mr. Baxter also serves as an Officer and
        Director of Global Developments Inc., a Delaware corporation, Kinder Travel,
        Inc., a Nevada corporation, and Moto Auto Group Ltd., a Nevada
        corporation.  Presently, Mr. Baxter devotes approximately 8-12 hours a
        week to the Company, and communicates frequently with Steve Neil, our Chief
        Operating Officer, who is in charge of daily operations for PCDC.
 
 **WE
        RELY ON OUR OFFICERS AND DIRECTORS FOR DECISIONS AND HE MAY MAKE DECISIONS
        THAT
        ARE NOT IN THE BEST INTEREST OF ALL STOCKHOLDERS.**
 
 We
        rely
        on our executive officers and directors to direct the affairs of the company
        and
        rely upon them to competently operate the business.  We do not have
        key man insurance on our executive officers and directors and have no written
        employment agreements with them.  Should something happen to our
        officers and directors, this reliance on two individuals could have a material
        detrimental impact on our business and could cause the business to lose its
        place in the market, adversely affect our growth potential, or even fail.
        Such
        events could cause the value of our stock to decline or become
        worthless.
 
 **WE
        DO NOT EXPECT TO PAY ANY DIVIDENDS FOR THE FORESEEABLE
        FUTURE.**
 
 We
        do not
        anticipate that we will pay any dividends to our stockholders in the foreseeable
        future. Accordingly, investors must rely on sales of their common stock after
        price appreciation, which may never occur, as the only way to realize on
        their
        investment. Investors seeking cash dividends should not purchase our common
        stock.
 
 *Table
            of Contents*
 34
 **OUR
        SHARES QUALIFY AS PENNY STOCKS AND, AS SUCH, ARE SUBJECT TO THE RISKS ASSOCIATED
        WITH “PENNY STOCKS”. REGULATIONS RELATING TO “PENNY STOCKS” LIMIT THE ABILITY OF
        OUR SHAREHOLDERS TO SELL THEIR SHARES AND, AS A RESULT, OUR SHAREHOLDERS
        MAY
        HAVE TO HOLD THEIR SHARES INDEFINITELY.**
 
 The
        Company’s common shares may be deemed to be “penny stock” as that term is
        defined in Regulation Section “240.3a51 -1” of the Securities and Exchange
        Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than
        U.S. $5.00 per share; (b) that are not traded on a “recognized” national
        exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
        system (NASDAQ - where listed stocks must still meet requirement (a) above);
        or
        (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if
        the
        issuer has been in continuous operation for at least three years) or U.S.
        $5,000,000 (if in continuous operation for less than three years), or with
        average revenues of less than U.S. $6,000,000 for the last three
        years.
 
 Section
        “15(g)” of the United States Securities Exchange Act of 1934, as amended, and
        Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in
        penny stocks to provide potential investors with a document disclosing the
        risks
        of penny stocks and to obtain a manually signed and dated written receipt
        of the
        document before effecting any transaction in a penny stock for the investor’s
        account. Potential investors in the Company’s common shares are urged to obtain
        and read such disclosure carefully before purchasing any common shares that
        are
        deemed to be “penny stock”.
 
 Moreover,
        Regulation Section “240.15g -9” of the SEC requires broker dealers in penny
        stocks to approve the account of any investor for transactions in such stocks
        before selling any penny stock to that investor. This procedure requires
        the
        broker dealer to: (a) obtain from the investor information concerning his
        or her
        financial situation, investment experience and investment objectives; (b)
        reasonably determine, based on that information, that transactions in penny
        stocks are suitable for the investor and that the investor has sufficient
        knowledge and experience as to be reasonably capable of evaluating the risks
        of
        penny stock transactions; (c) provide the investor with a written statement
        setting forth the basis on which the broker dealer made the determination
        in
        (ii) above; and (d) receive a signed and dated copy of such statement from
        the
        investor confirming that it accurately reflects the investor’s financial
        situation, investment experience and investment objectives. Compliance with
        these requirements may make it more difficult for investors in the Company’s
        common shares to resell their common shares to third parties or to otherwise
        dispose of them. Shareholders should be aware that, according to Securities
        and
        Exchange Commission Release No. 34-29093, dated April 17, 1991, the market
        for
        penny stocks has suffered in recent years from patterns of fraud and abuse.
        Such
        patterns include:
 
 (i)
              control
                  of the market for the security by one or a few broker-dealers that
                  are
                  often related to the promoter or
                  issuer;
 (ii)
              manipulation
                  of prices through prearranged matching of purchases and sales and
                  false
                  and misleading press releases;
 (iii)
              boiler
                  room practices involving high-pressure sales tactics and unrealistic
                  price
                  projections by inexperienced sales
                  persons;
 (iv)
              excessive
                  and undisclosed bid-ask differential and markups by selling
                  broker-dealers; and
 (v)
              the
                  wholesale dumping of the same securities by promoters and broker-dealers
                  after prices have been manipulated to a desired level, along with
                  the
                  resulting inevitable collapse of those prices and with consequent
                  investor
                  losses
 
 Our
        management is aware of the abuses that have occurred historically in the
        penny
        stock market. Although we do not expect to be in a position to dictate the
        behavior of the market or of broker-dealers who participate in the market,
        management will strive within the confines of practical limitations to prevent
        the described patterns from being established with respect to our
        securities.
 
 *Table
            of Contents*
 35
 ***Available
        Information***
 
 We
        have
        not previously been subject to the reporting requirements of the Securities
        and
        Exchange Commission. We have filed with the Commission a registration statement
        on Form SB-1 under the Securities Act with respect to the shares offered
        hereby.
        This prospectus does not contain all of the information set forth in the
        registration statement and the exhibits and schedules thereto. For further
        information with respect to our securities and us you should review the
        registration statement and the exhibits and schedules thereto. Statements
        made
        in this prospectus regarding the contents of any contract or document filed
        as
        an exhibit to the registration statement are not necessarily complete. You
        should review the copy of such contract or document so filed.
  You
        can
        inspect the registration statement and the exhibits and the schedules thereto
        filed with the commission, without charge, at the office of the Commission
        at
        Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. You can also
        obtain copies of these materials from the public reference section of the
        commission at 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed
        rates.
        You can obtain information on the operation of the Public Reference Room
        by
        calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on
        the
        Internet that contains reports, proxy and information statements, and other
        information regarding issuers that file electronically with the Commission
        at
HTTP://WWW.SEC.GOV.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 ***Evaluation
        of Disclosure Controls and Procedures***
 
 As
        required by Rule 13a-15 under the Exchange Act, we have carried out an
        evaluation of the effectiveness of the design and operation of our disclosure
        controls and procedures as of the end of the period covered by this quarterly
        report. This evaluation was carried out under the supervision and with the
        participation of our management, including our principal executive officer
        and
        principal financial officer. Based upon that evaluation, our principal executive
        officer and principal financial officer concluded that our disclosure controls
        and procedures are effective as at the end of the period covered by this
        quarterly report to ensure that information required to be disclosed by us
        in
        the reports that we file or submit under the Exchange Act is recorded,
        processed, summarized and reported within the time periods specified by the
        rules and forms of the SEC.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act is recorded, processed, summarized and
        reported, within time periods specified in the Securities and Exchange
        Commission's rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed in our reports filed under the Exchange Act is
        accumulated and communicated to management, including our principal executive
        officer and principal financial officer, as appropriate, to allow timely
        decisions regarding required disclosure.
 
 ***Changes
        In Internal Controls Over Financial Reporting***
 
 During
        the quarter, the Company used an outside consulting firm to assist in the
        preparation of financial statements in accordance with US Generally Accepted
        Accounting Principles.  This outside consulting firm also reviews
        account reconciliations and all equity transactions.  Other than the
        described changes, no other Changes in internal controls over financial
        reporting occurred during the current period that have materially affected,
        or
        are reasonably likely to materially affect, our internal controls over financial
        reporting.
 *Table
              of Contents*
 36
 **PART
        II.**
 
 **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 AND REPORTS ON FORM
        8-K**
 
 (a)
        Exhibits.
 
 EXHIBIT
                  NUMBER
              DESCRIPTION
              LOCATION3.1
                  - 3.2
              Articles
                  of Incorporation and Bylaws
              Previously
                  Filed.31.1
              Rule
                  13a-14(a)/15d-14(a) Certification (CEO)
              Filed
                  herewith31.2
              Rule
                  13a-14(a)/15d-14(a) Certification (CFO)
              Filed
                  herewith32.1
              Section
                  1350 Certification (CEO)
              Filed
                  herewith32.2
              Section
                  1350 Certification (CFO)
              Filed
                  herewith
 
 (b)           Reports
        on Form 8-K.
 
 None.
 *Table
              of Contents*
 37
 **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
   **1st
                  HOME BUY
                  & SELL LTD.**By:
                  /s/ DANIEL L. BAXTERDaniel
                  L. Baxter, President, CEO, & Director
  In
        accordance with the requirements of the Securities Act of 1933, this
        registration statement was signed by the following persons in the capacities
        and
        on the dates stated.
   
  **SIGNATURE**
              
              **TITLE**
              **DATE**By:
                  /s/ DANIEL L. BAXTER
              
              President,
                  CEO, & Director
              August
                  29, 2007Daniel
                  L. BaxterBy:
                  /s/ SAMUEL J. ALDERSON
              
              Secretary,
                  CFO & Director
              August
                  29, 2007Samuel
                  J. AldersonBy:
                  /s/ STEVE NEIL
              
              COO
              August
                  29, 2007Steve
                  Neil
  *Table
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 38