UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 _______________________________
 
 FORM
10 – QSB/A
 Amendment
No. 1
 _______________________________
 
 [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: 5,100,000 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
 EXPLANATORY
NOTE
  This
Amendment is being filed to (1) update our financial statements and other
information; and (2) correct certain other information contained in the original
Form 10-QSB as more fully set forth in the Form 8-K filed on February 7, 2008,
which is incorporated by reference herein.
  Table of Contents
 3
 Quarterly
Report on FORM 10-QSB For The Period Ended
  March
31, 2007
  
 Table of Contents
 
 1st Home
Buy & Sell Ltd.
 
 PART
      I. FINANCIAL INFORMATIONPageItem 1.
              
              Financial
      Statements
              
              5Item 2.
              
              Management’s
      Discussion and Analysis or Plan of Operation
              
              14Item 3.
              
              Controls
      and Procedures
              
              35PART
      II. OTHER INFORMATIONItem 1.
              
              Legal
      Proceedings
              
              36Item 2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              36Item 3.
              
              Defaults
      Upon Senior Securities
              
              36Item 4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              36Item 5.
              
              Other
      Information
              
              36Item 6.
              
              Exhibits
              
              36
  Table of Contents
 4
  PART
I.
 Item1.  FINANCIAL STATEMENTS
 1st HOME
BUY AND SELL LTD.
  BALANCE
SHEET (CONSOLIDATED)
 March 31,
2007
 (In
Canadian Dollars)
 UNAUDITED
 ASSETSCurrent
      AssetCash
                
                $
                40,606Accounts
      Receivable
                
                
                797Prepaid
      Expenses
                
                
                44041,843Equipment,
      net of accumulated depreciation
                
                
                3,879Patents,
      net of accumulated amortization
                
                
                5,690$
                51,412LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable and accrued expenses
                
                
                9,858Shareholders’
      loans
                
                
                1,796Demand
      loans payable to related parties
                
                
                153,176Total
      current liabilities
                
                
                164,830Minority
      Interest
                
                
                0Stockholders'
      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
                
                
                0Retained
      earnings (deficit)
                
                
                (118,995
                )Total
      stockholders' equity (deficit)
                
                
                (113,418
                )$
                51,412
 
 Table of Contents
 5
 1st HOME
BUY AND SELL 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
                
                
                
                16,858Net
      income (loss)
                
                $
                (37,083
                )
                
                $
                (895
                )
                
                $
                (109,725
                )
                
                $
                (4,698
                )Net
      income (loss) per common share (basic andfully
      diluted)
                
                $
                (0.01
                )
                
                $
                0.00
                
                
                $
                (0.03
                )
                
                $
                0.00Weighted
      average number of commonshares
      outstanding
                
                
                5,000,000
                
                
                
                -
                
                
                
                4,259,259
                
                
                
                -
 
 Table of Contents
 6
 1st HOME
BUY AND SELL LTD.
  STATEMENTS
OF STOCKHOLDERS' EQUITY (CONSOLIDATED)
 For the
Period Ended March 31, 2007
 (In
Canadian Dollars)
 
 UNAUDITED
 AdditionalCommon
      Stock
                
                
                Paid-In
                
                
                RetainedShares
                
                
                Amount
                
                
                Capital
                
                
                Earnings
                
                
                TotalBalances,
      August 10, 2006 (Inception)
                
                
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Stock
      subscription
                
                
                5,000,000
                
                
                $
                5,577
                
                
                
                
                
                
                
                
                
                
                
                5,577Recapitalization
      of Pacific Coast Development Corp.
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (9,270
                )
                
                
                (9,270
                )Net
      profit (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (28,781
                )
                
                
                (28,781
                )Balances,
      September 30, 2006
                
                
                5,000,000
                
                
                $
                5,577
                
                
                $
                0
                
                
                $
                (38,052
                )
                
                $
                (32,475
                )Net
      profit (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (43,861
                )
                
                
                (43,861
                )Balances,
      December 31, 2006
                
                
                5,000,000
                
                
                $
                5,577
                
                
                $
                0
                
                
                $
                (81,914
                )
                
                $
                (76,336
                )Net
      profit (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (37,082
                )
                
                
                (37,082
                )Balances,
      March 31, 2007
                
                
                5,000,000
                
                
                $
                5,577
                
                
                $
                0
                
                
                $
                (118,995
                )
                
                $
                (113,418
                )
 
 Table of Contents
 7
 1st HOME
BUY AND SELL LTD.
  STATEMENTS
OF CASH FLOWS (CONSOLIDATED)
 For the
Nine Months Ended March 31, 2007 and 2006
 (In
Canadian Dollars)
 
 UNAUDITED
 2006
                
                
                2005Cash
      Flows from Operating ActivitiesNet
      income (loss)
                
                $
                (109,725
                )
                
                $
                (4,698
                )Adjustments
      to reconcile net income (loss) to netcash
      flows from operating activitiesDepreciation
      and amortization
                
                
                849
                
                
                
                401Shares
      issued for services
                
                
                -
                
                
                
                -Changes
      in operating assets and liabilitiesAccounts
      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
                )
                
                
                -Patents
                
                
                (5,939
                )
                
                
                -Net
      cash flows from investing activities
                
                
                (8,506
                )
                
                
                -Cash
      Flows from Financing ActivitiesProceeds
      from shareholders’ loans
                
                
                6,442
                
                
                
                3,933Payments
      on shareholders’ loans
                
                
                (16,997
                )
                
                
                -Proceeds
      from demand loans from related party
                
                
                153,176
                
                
                
                -Proceeds
      from stock subscription
                
                
                5,577
                
                
                
                -Net
      cash flows from financing activities
                
                
                148,198
                
                
                
                3,933Change
      in cash
                
                
                37,437
                
                
                
                (395
                )Cash,
      beginning of the period
                
                
                3,168
                
                
                
                748Cash,
      end of the period
                
                $
                40,606
                
                
                $
                353Cash
      paid for interest expense
                
                $
                1,668
                
                
                $
                434Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
  Table of Contents
 8
 NOTES
TO CONSOLIDATED 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, for the purpose of advancing the
business plan of PCD. This acquisition is described in more detail in Note
6.
 
 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 of PCD for the
year ended June 30, 2006 and the interim financial statements for the period
ended September 30, 2006 and December 31, 2006.
 
 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
periods.
 
 Principles of
Consolidation
 
 The
consolidated financial statements include the accounts of the Company and those
of Pacific Coast Development Corp. which is 70% owned by the
Company.  All significant inter-company balances and transactions have
been eliminated.
 
 Table of Contents
 9
 Cash
 
 Cash
consists of funds in checking accounts held by financial institutions in
Canada.
 
 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.
 
 Trust
Accounts
 
 These
consolidated financial statements do not reflect the trust bank account and the
trust liabilities which hold client funds pending the close of real estate
transactions.  As of March 31, 2007, the corporation had, in trust,
$ NIL for its clients.
 
 Earnings (Loss) per
Share
 
 Basic
earnings (loss) per share is computed by dividing the net income (loss)
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 and 2006, there were no
potentially dilutive securities outstanding.
 
 Estimates
 
 The
preparation of these consolidated 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 consolidated financial statements and the reported amounts of
revenue and expenses during the period.  Actual results could differ
from these estimates.
 
 Equipment
 
 Equipment
with a life of more than one year and a cost in excess of $500 are capitalized
and depreciated. Depreciation is computed using the declining balance method
based on the estimated useful lives of the assets.
 
 Patents
 
 The
actual costs to write and file patents with the US Patent Office are capitalized
in the period in which funds are paid.  Patents are amortized using
the straight-line method over the estimated useful life.  If the
patent application is ultimately rejected, any remaining unamortized balance
will be expensed in the period it is rejected.  At March 31, 2007, the
Company has one patent application pending which is being amortized over its
estimated useful life of 10 years.
  Table of Contents
 10
 Minority
Interest
 
 The
minority interest balance has been reduced to zero due to the Company’s net
losses.  The deficit balance of $ 32,918 has been included with the
retained earnings (deficit) as of March 31, 2007 since there is no obligation on
the part of the minority interest holder to fund losses.
 
 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
 
 Note
2 - Uncertainty as a Going Concern
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. However, the Company has suffered
recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to generate profitable operations in the future and/or obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management has plans to seek additional
capital through a private placement and public offering of its common stock.
These plans, if successful, will mitigate the factors which raise substantial
doubt about the Company’s ability to continue as a going concern.
 
 The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Note
3 - Advertising Costs
 
 The
Company expenses advertising and marketing costs as they are incurred. For the
six months ended March 31, 2007 and 2006, the Company incurred advertising and
marketing costs of $ 29,132 and $ 2,377 respectively.
 
 Note
4 – Demand Loan Payable
 
 Effective
July 1, 2006, the Company entered into a loan agreement with a related party to
borrow up to CDN $250,000 to fund operations and to acquire a non-dilutive 70%
interest in Pacific Coast Develop Corp (“PCD”), a British Columbia
corporation.  The loan does not bear interest and is due on
demand.
 
 Table of Contents
 11
 Note
5 - Shareholder Loans
 
 A
Corporate officer and shareholder loaned funds to the
Company.   The loan does not bear interest and is due on
demand.
 
 Note
6 - Acquisition
 
 "The
Company was incorporated on Aug 10, 2006 under the laws of the State of Nevada.
Initial operations were conducted under the name Pacific Coast Development
Corp., a British Columbia corporation operating out of Surrey, British Columbia.
On July 1, 2006, prior to incorporating, we acquired a 70%, non-dilutive
interest in PCD for $100,000. At incorporation, this pre-incorporation contract
with PCD was ratified and assumed by the Company by unanimous written consent of
its Board of Directors."
 
 Under the
terms of the acquisition agreement, 233 shares of PCD were acquired for $100,000
cash. This equates to a 70% interest in PCD. The purpose of the acquisition was
to advance the business plan of PCD by creating a vehicle with access to public
funds.
 
 Prior to
assuming the acquisition agreement, the Company was a non-operating shell with
no revenue or expenses. Accordingly, the transaction has been accounted for as a
recapitalization of PCD. The assets and liabilities of PCD have been included in
these consolidated financial statements at their net book value.  The
operations of PCD are combined with the Company as of July 1, 2006.
 
 The
Balance Sheet of the Company prior to the acquisition was as
follows:
 
 Cash
                  
                  $
                  103,112Total
      Assets
                  
                  $
                  103,112Demand
      loans payable
                  
                  
                  103,112Total
      Liabilities
                  
                  
                  103,1125,000,000
      Founder’s Shares Issued at Par Value
                  
                  
                  5,577Stock
      Subscription
                  
                  
                  (5,577
                  )$
                  0
 
 The
assets acquired and liabilities assumed of PCD are as follows:
 
 Cash
                  
                  $
                  3,168Equipment,
      net
                  
                  
                  1,912Total
      Assets
                  
                  $
                  5,080Accounts
      payable and accrued expenses
                  
                  
                  2,000Shareholder
      Loans
                  
                  
                  12,350Total
      Liabilities
                  
                  
                  14,350Net
      Recapitalization
                  
                  
                  (9,270
                  )
 
 Table of Contents
 12
 Note
7 - Preferred Stock
  The
Company has 10,000,000 shares of preferred stock authorized with a $0.001 par
value but no shares are issued.  This class of stock is a “blank check”
class which means that the rights of this stock will be established at the time
of its issuance.
 
 Note
8 - 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
 13
 ITEM 2. MANAGEMENT'SDISCUSSION 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.
 
 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.
 
 Table of Contents
 14
 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.
 
 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.
 
 Table of Contents
 15
 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.
   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.
  Table of Contents
 16
 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.
  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.
  Table of Contents
 17
  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.
 
 ·
              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.
 
 Table of Contents
 18
 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.
 
 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.
 
 Table of Contents
 19
 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).
 
 Intellectual
Property
  
 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.
 
 Table of Contents
 20
 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;
 
 ·
              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 toCDN$8,444 for the three months
ended March 31, 2007 compared toCDN$4,515 for the three months
ended March  31, 2006.  Our net revenues for the nine months
ended March 31, 2007 areCDN$32,579 compared toCDN$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.
  OPERATING
EXPENSES
  Our total
operating expenses for the three months ended March 31, 2007 wereCDN$45,527 compared toCDN$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 attributable toincreased
marketing and advertising as well asaccounting and legal expenses
associated with our SEC filing and attempt to become listed on the
OTCBB.
  Table of Contents
 23
 NET
LOSS
  Primarily as a
result of the foregoing, we had a net loss ofCDN$37,083 for the three months
ended March 31, 2007 compared to a net loss ofCDN$895 for the same period in
the prior year.  Our net loss for the period ended March 31, 2007 is
attributed toincreased marketing and
advertising expenses as well asaccounting and legal expenses
associated with our SEC filing.
  LIQUIDITY
AND CAPITAL RESOURCES
  At March 31,
2007, our cash balance wasCDN$40,606. This represents an
improvement in our financial position since March 31, 2006 when we reported cash
ofCDN$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 negativeCDN$102,255 compared with
negativeCDN$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 CompletionComplete
      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 approximatelyCDN$200,000 including the
remaining estimated costs of becoming listed on the OTCBB. Our cash on hand as
of March 31, 2007 isCDN$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.
 
 Cash
Requirements
 
 Our
cash on hand as of March 31, 2007 is $40,606. We have sufficient cash on hand to
pay the costs ofsome 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.
  Table of Contents
 25
 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.
 
 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.
 
 Table of Contents
 26
 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.
 
 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.
 
 Table of Contents
 27
 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.
 
 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.
 
 Table of Contents
 28
 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.
  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.
 
 Table of Contents
 29
 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.
 
 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.
 
 Table of Contents
 30
 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.
 
 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.
 
 Table of Contents
 31
 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.
 
 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.
 
 Table of Contents
 32
 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.
 
 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
 33
 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
 34
 Available
Information
 
 You can
inspect the our filings 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
 35
 PART
II.
 
 ITEM 1.  LEGAL PROCEEDINGS
  None.
 ITEM2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 None.
 
 ITEM3.  DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 None.
 
 ITEM5.  OTHER INFORMATION
 
 None.
 
 ITEM
6.  EXHIBITSAND 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
 36
 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
                February
      19, 2008
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