UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_______________________________





FORM
10 – Q


_______________________________





[mark
one]





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the quarterly period ended: December 31,
2008




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:   000-52936





1st HOME
BUY & SELL LTD.


(Name of
Small Business Issuer in Its Charter)




Nevada
            
            26-3530392(State
      or Other Jurisdiction
            
            IRS
      Employerof
      Incorporation or Organization)
            
            Identification
      Number





2300
W. Sahara Ave. Suite 800


Las
Vegas, NV 89102


702-357-8867


(Address and Telephone
Number of Principal Executive Offices)





Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
            Name
      of each exchange on which registered:None
            Over-the-Counter
      Bulletin BoardSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.001
              (Title
      of class)


with a
copy to:


Carrillo
Huettel, LLP


501 W.
Broadway, Suite 800


San
Diego, CA 92101


Telephone
(619) 399-3090


Telecopier
(619) 330-1888  Table of Contents
 1


Indicate
by checkmark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 oNO x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
            
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)




Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).           YESxNOo





The
registrant has 19,222,011 shares of common stock outstanding as of December 31,
2008.


Table of Contents
 2
 Quarterly
Report on FORM 10-Q


For
The Period Ended


December
31, 2008





Table
of Contents





1st Home
Buy & Sell Ltd.


PART I
      - FINANCIAL INFORMATION
                                    Page No.ITEM 1.
                                    FINANCIAL
      STATEMENTS
                                    4Consolidated
      and Condensed Balance Sheets
                                    4Consolidated
      and Condensed Statements of Operations
                                    5Consolidated
      Statements of Stockholders' Equity
                                    6Consolidated
      and Condensed Statements of Cash Flows
                                    7Notes
      to Financial Statements
                                    8ITEM 2.
                                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                    14ITEM 4T.
                                    CONTROLS
      AND PROCEDURES
                                    20PART II
      - OTHER INFORMATIONITEM 1.
                                    LEGAL
      PROCEEDINGS
                                    21ITEM 1A.
                                    RISK
      FACTORS
                                    21ITEM 2.
                                    UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                                    21ITEM 3.
                                    DEFAULTS
      UPON SENIOR SECURITIES
                                    21ITEM 4.
                                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                    21ITEM 5.
                                    OTHER
      INFORMATION
                                    21ITEM 6.
                                    EXHIBITS
                                    21
 Table of Contents
 3
 PART
I.


Item
1.FINANCIAL STATEMENTS




1st
      Home Buy and Sell Ltd.(A
      Development Stage Company)Consolidated
      Balance Sheets(In
      Canadian Dollars)UNAUDITEDDecember
      31, 2008
                                    
                                    
                                    June
      30, 2008ASSETSCurrent
      AssetsCash
      of continuing operations
                                    
                                    $
                                    482
                                    
                                    
                                    $
                                    28,498Cash
      of discontinued operations
                                    
                                    
                                    0
                                    
                                    
                                    
                                    6,130Accounts
      Receivable
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Other
      current assets of discontinued operations
                                    
                                    
                                    0
                                    
                                    
                                    
                                    2,768Total
      Current Assets
                                    
                                    
                                    482
                                    
                                    
                                    
                                    37,395Fixed
      AssetsEquipment,
      net of accumulated depreciation
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0Patents,
      net of accumulated amortization
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Fixed
      assets of discontinued operations
                                    
                                    
                                    0
                                    
                                    
                                    
                                    6,421Total
      Fixed Assets
                                    
                                    
                                    0
                                    
                                    
                                    
                                    6,421TOTAL
      ASSETS
                                    
                                    $
                                    482
                                    
                                    
                                    $
                                    43,817LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                                    
                                    $
                                    17,958
                                    
                                    
                                    $
                                    12,183Accrued
      liabilities
                                    
                                    
                                    1,837
                                    
                                    
                                    
                                    4,584Shareholders'
      Loans
                                    
                                    
                                    3,304
                                    
                                    
                                    
                                    12,669Demand
      loans payable to related parties
                                    
                                    
                                    153,176
                                    
                                    
                                    
                                    153,176Current
      liabilities of discontinued operations
                                    
                                    
                                    0
                                    
                                    
                                    
                                    4,209Total
      Current Liabilities
                                    
                                    $
                                    176,274
                                    
                                    
                                    $
                                    186,821STOCKHOLDERS’
      DEFICIENCYCapital
      StockPreferred
      StockAuthorized:  10,000,000
      shares with USD 0.001 par valueIssued:
      Nil
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0Common
      StockAuthorized:
      100,000,000 common shares with USD 0.001 par valueIssued:   19,222,011
      (December 31, 2008)
                                    
                                    
                                    20,965
                                    
                                    
                                    
                                    21,92220,122,011
      (June 30, 2008)Additional
      paid-in capital
                                    
                                    
                                    12,677
                                    
                                    
                                    
                                    27,261Comprehensive
      Loss
                                    
                                    
                                    (17,248
                                    )
                                    
                                    
                                    (42,053
                                    )Retained
      Earnings
                                    
                                    
                                    (192,187
                                    )
                                    
                                    
                                    (150,134
                                    )(175,792
                                    )
                                    
                                    
                                    (143,004
                                    )$
                                    482
                                    
                                    
                                    $
                                    43,817The
      accompanying notes are an integral part of these consolidated financials
      statements.


Table of Contents
 4


For
      the Three and Six Months Ended December 31, 2008 and 2007(In
      Canadian Dollars)UNAUDITEDCumulative
      from date of entering Development Stage (September 1, 2008) through
      December 31, 2008Three
      Months Ended December 31, 2008
                                  
                                  
                                  Three
      Months Ended December 31, 2007
                                  
                                  
                                  Six
      Months Ended December 31, 2008
                                  
                                  
                                  Six
      Months Ended December 31, 2007Revenue
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -ExpensesBank
      Charges
                                  
                                  
                                  39
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  100
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  100Filing
      Fees
                                  
                                  
                                  1,545
                                  
                                  
                                  
                                  10
                                  
                                  
                                  
                                  3,994
                                  
                                  
                                  
                                  480
                                  
                                  
                                  
                                  3,994General
      and Administrative
                                  
                                  
                                  696
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  1,215
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  1,215Management
      Fees
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  0Professional
      Fees
                                  
                                  
                                  1,837
                                  
                                  
                                  
                                  4,482
                                  
                                  
                                  
                                  12,367
                                  
                                  
                                  
                                  5,982
                                  
                                  
                                  
                                  3,427Total
      Expenses
                                  
                                  
                                  4,117
                                  
                                  
                                  
                                  4,491
                                  
                                  
                                  
                                  17,675
                                  
                                  
                                  
                                  21,462
                                  
                                  
                                  
                                  8,735(4,117
                                  )
                                  
                                  
                                  (4,491
                                  )
                                  
                                  
                                  (17,675
                                  )
                                  
                                  
                                  (21,462
                                  )
                                  
                                  
                                  (8,735
                                  )Income
      (loss) from continuing operations
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  0Income
      (loss) from discontinued operations
                                  
                                  
                                  0
                                  
                                  
                                  
                                  (9,616
                                  )
                                  
                                  
                                  53
                                  
                                  
                                  
                                  (23,341
                                  )
                                  
                                  
                                  0Other
      Income (Expense)Provision
      for Income Taxes
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0Net
      Income (Loss)
                                  
                                  $
                                  (4,117
                                  )
                                  
                                  
                                  (14,108
                                  )
                                  
                                  $
                                  (17,622
                                  )
                                  
                                  
                                  (44,803
                                  )
                                  
                                  
                                  (8,735
                                  )$
                                  (0.00
                                  )
                                  
                                  
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  
                                  (0.00
                                  )
                                  
                                  
                                  (0.00
                                  )Loss
      per Share – Basic and Diluted
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  0.0019,975,272
                                  
                                  
                                  
                                  15,900,000
                                  
                                  
                                  
                                  19,975,272
                                  
                                  
                                  
                                  15,750,000
                                  
                                  
                                  
                                  19,975,272Weighted
      Average Shares Outstanding
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  0Comprehensive
      Income (Loss)Net
      Loss
                                  
                                  
                                  (4,117
                                  )
                                  
                                  
                                  (14,108
                                  )
                                  
                                  
                                  (17,622
                                  )
                                  
                                  
                                  (44,803
                                  )
                                  
                                  
                                  (8,735
                                  )Gain
      (loss) on foreign exchange translation
                                  
                                  
                                  (85
                                  )
                                  
                                  
                                  91
                                  
                                  
                                  
                                  374
                                  
                                  
                                  
                                  91
                                  
                                  
                                  
                                  374Total
      Comprehensive Loss
                                  
                                  
                                  (4,201
                                  )
                                  
                                  
                                  (14,016
                                  )
                                  
                                  
                                  (17,248
                                  )
                                  
                                  
                                  (44,712
                                  )
                                  
                                  
                                  (8,361
                                  )The
      accompanying notes are an integral part of these consolidated financials
      statements.
  Table of Contents
 5
  (A
      Development Stage Company)Consolidated
      Statements of Stockholders' EquityFrom
      Inception through December 31, 2008(In
      Canadian Dollars)UNAUDITEDAccumulated
      deficit prior to entering Development Stage on September 1,
      2008
                          Accumulated
      deficit since entering Development Stage on September 1,
    2008Additional
                          
                          
                          TotalCommon
      Stock
                          
                          Paid-in
                          
                          
                          Stockholders’Shares
                          Amount
                          Capital
                          
                          
                          DeficiencyBalances,
      August 10, 2006 (Inception)
                          -
                          -
                          -
                          -
                          
                          -Stock
      Subscription at par value USD 0.001 (CDN 0.001115) per
    share
                          15,000,000
                          16,731
                          (11,154)
                          
                          
                          5,577Recapitalization
      of Pacific Coast Development Corp.
                          
                          
                          
                          (9,271)
                          
                          (9,271)Loss
      for the year
                          
                          
                          
                          (140,915)
                          
                          (140,915)Foreign
      currency translation adjustment
                          
                          
                          
                          52
                          
                          52Balance
      - June 30, 2007
                          15,000,000
                          16,731
                          (11,154)
                          (150,134)
                          
                          (144,557)Stock
      issued for services at market value, USD 0.01667 (CDN 0.01667) per
      share
                          900,000
                          900
                          14,100
                          
                          
                          15,000Stock
      issued for cash, USD 0.00667 (CDN 0.00678) per share
                          4,222,011
                          4,291
                          24,315
                          
                          
                          28,606Loss
      for the year
                          
                          
                          
                          (41,451)
                          
                          (41,451)Foreign
      currency translation adjustment
                          
                          
                          
                          (602)
                          
                          (602)Balance
      - June 30, 2008
                          20,122,011
                          21,922
                          27,261
                          (192,187)
                          
                          (143,004)Contributed
      capital adjustment related to split-off
                          
                          
                          399
                          
                          
                          399Stock
      retired in split-off at market value, USD 0.01667 (CDN 0.01771) per
      share
                          (900,000)
                          (956)
                          (14,983)
                          
                          
                          (15,939)Profit
      (Loss) for the period
                          
                          
                          
                          53
                          (13,559)
                          (13,505)Foreign
      currency translation adjustment
                          
                          
                          
                          
                          459
                          459Balance
      - September 30, 2008
                          19,222,011
                          20,965
                          12,677
                          (192,133)
                          (13,100)
                          (171,591)Loss
      for the period
                          
                          
                          
                          
                          (4,117)
                          (4,117)Foreign
      currency translation adjustment
                          
                          
                          
                          
                          (85)
                          (85)Balance
      - December 31, 2008
                          19,222,011
                          20,965
                          12,677
                          (192,133)
                          (17,301)
                          (175,792)The
      accompanying notes are an integral part of these consolidated financials
      statements.
  Table of Contents
 6
  1st
      Home Buy and Sell Ltd.(A
      Development Stage Company)Consolidated
      Statements of Cash FlowsFor
      the Six Months ended December 31, 2008(In
      Canadian Dollars)UNAUDITED2008
                                    
                                    
                                    2007
                                    
                                    
                                    Cumulative
      from date of entering Development Stage (September 1, 2008) through
      December 31, 2008OperatingNet
      Loss
                                    
                                    $
                                    (17,622
                                    )
                                    
                                    $
                                    (44,803
                                    )
                                    
                                    $
                                    (8,735
                                    )Items
      not involving cash:Shares
      issued for services
                                    
                                    
                                    -
                                    
                                    
                                    
                                    15,000
                                    
                                    
                                    
                                    -Changes
      in non-cash working capital items:Accounts
      payable from continuing operations
                                    
                                    
                                    5,775
                                    
                                    
                                    
                                    5,890
                                    
                                    
                                    
                                    7,297Accrued
      liabilities from continuing operations
                                    
                                    
                                    (2,747
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,747
                                    )Effects
      of changes to accounts receivable from discontinued
    operations
                                    
                                    
                                    2,768
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Effects
      of changes to fixed assets from discontinued operations
                                    
                                    
                                    6,421
                                    
                                    
                                    
                                    695
                                    
                                    
                                    
                                    -Effects
      of changes to accounts payable from discontined operations
                                    
                                    
                                    (4,209
                                    )
                                    
                                    
                                    5,402
                                    
                                    
                                    
                                    -Net
      cash flows provided by (used in) operations
                                    
                                    
                                    (9,614
                                    )
                                    
                                    
                                    (17,816
                                    )
                                    
                                    
                                    (4,185
                                    )Investing
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      cash flows from investing activities
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0FinancingProceeds
      from shareholder loans
                                    
                                    
                                    3,304
                                    
                                    
                                    
                                    11,688
                                    
                                    
                                    
                                    3,304Payments
      on shareholder loans
                                    
                                    
                                    (12,669
                                    )
                                    
                                    
                                    (1,353
                                    )
                                    
                                    
                                    (12,669
                                    )Shares
      retired in split-off of discontinued operations
                                    
                                    
                                    (15,540
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      cash flows from financing activities
                                    
                                    
                                    (24,906
                                    )
                                    
                                    
                                    10,335
                                    
                                    
                                    
                                    (9,366
                                    )Effect
      of exchange rate changes
                                    
                                    
                                    374
                                    
                                    
                                    
                                    91
                                    
                                    
                                    
                                    374Change
      in Cash
                                    
                                    
                                    (34,146
                                    )
                                    
                                    
                                    (7,389
                                    )
                                    
                                    
                                    (13,176
                                    )Cash
      - Beginning
                                    
                                    
                                    34,628
                                    
                                    
                                    
                                    9,502
                                    
                                    
                                    
                                    13,659Cash
      - Ending
                                    
                                    $
                                    482
                                    
                                    
                                    $
                                    2,113
                                    
                                    
                                    
                                    482Supplemental
      Cash Flow InformationCash
      paid for:Income
      Taxes
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -The
      accompanying notes are an integral part of these consolidated financials
      statements.
  Table of Contents
 7
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (In
Canadian Dollars)
 December
31, 2008
 
 
 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 on August 10, 2006.  The Company is a shell corporation as a
result of a spin-off of its operating subsidiary, Pacific Coast Development
Corp., on August 31, 2008. This split-off is described in more detail in Note
6.
 
 The
Company does not currently have any ongoing business operations. The historical
results of the split-off subsidiary have been reclassified as discontinued
operations in these financial statements.
 
 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-Q, and with Regulation
S-B.  Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  The results of operations reflect interim
adjustments, all of which are of a normal recurring nature and which, in the
opinion of management, are necessary for a fair presentation of the results for
such interim period.  The results reported in these interim financial
statements should not be regarded as necessarily indicative of results that may
be expected for the entire year.  Certain information and note
disclosure normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to the Securities and Exchange Commission's rules and
regulations.  These unaudited interim financial statements should be
read in conjunction with the audited annual financial statements for the year
ended June 30, 2008.
 
 Foreign Currrency
Translation
 
 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.  All transactions initiated in other currencies are
re-measured into the functional currency as follows:
 
 ·
              Assets
      and liabilities at the rate of exchange in effect at the balance sheet
      date,
 ·
              Equity
      at historical rates, and
 ·
              Revenue
      and expense items at the prevailing rate on the date of the
      transaction.
 
 Translation
adjustments resulting from translation of balances are accumulated as a separate
component of shareholders’ equity and reported as a component of comprehensive
income or loss.
 
 Table of Contents
 8
 Principles of
Consolidation
 
 The
consolidated financial statements include the accounts of the discontinued
operation as indicated.
 
 Cash
 
 Cash
consists of funds in checking accounts held by financial institutions in Canada
or in trust with the Company’s legal counsel.
 
 Revenue
Recognition
 
 The
Company is a non-operating shell with no revenues.
 
 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 December 31, 2008 and 2007, 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.
 
 Income
Taxes
 
 The
Company accounts for income taxes under the asset and liability
method.  Under this method, deferred assets and liabilities are
recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases.  The Company establishes a
valuation allowance to the extent that it is more likely than not that deferred
tax assets will not be recoverable against future taxable income
 
 Table of Contents
 9
 New Accounting
Pronouncements
 
 In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
 
 Table of Contents
 10
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.’This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.
 
 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.
 
 Table of Contents
 11
 Note
3 – Related Party Transactions
 
 Effective
July 1, 2006, the Company entered into a loan agreement with a related party. At
December 31, 2008, the balance owing is $153,176. The loan does not bear
interest and is due on demand.
 
 A
shareholder has agreed to loan funds to the company as needed to cover expenses.
As of December 31, 2008, the balance owing is $3,304.  The loan does
not bear interest and is due on demand.
 
 Note
4 - 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
5 - Common Stock
 
 On
September 15, 2008, the Company effected a 3-for-1 stock dividend of its issued
and outstanding common stock. The per share data in these financial statements
are presented on a post-dividend basis.
 
 Note
6 – Acquisition and Split-off
 
 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.
(“PCD”), a British Columbia corporation operating out of Surrey, British
Columbia. On July 1, 2006, prior to incorporating, a 70%, non-dilutive interest
in PCD for $100,000 was acquired. At incorporation, this pre-incorporation
contract with PCD was ratified and assumed by the Company by unanimous written
consent of its Board of Directors.
 
 The
Company has had a history of losses from this operation. Due to the Company’s
financial condition and inability to continue operations with current cash flow,
along with its debt obligations, the Company’s Board of Directors determined
that it was in the best interests of the Company to split-off the operating
subsidiary.
 
 Table of Contents
 12
 On
September 5, 2008, the Board of Directors approved a Split-Off Agreement (the
“Agreement”) between the Company and Steve Neil, a minority shareholder of PCD.
Under the terms of the Agreement, effective August 31, 2008, Mr. Neil would
acquire all the shares of PCD owned by the Company in exchange for 900,000
shares of the Company owned by Mr. Neil. Furthermore, the Company agreed to
forgive all debts owed by PCD to the Company. The following table summarizes the
consideration received and the net assets disposed of:
  Fair
      Value of shares received900,000
      shares @ USD 0.01667
                  
                  $
                  15,939Total
      Fair Value of consideration received
                  
                  
                  15,939AssetsCash
                  
                  $
                  1,731Accounts
      Receivable
                  
                  
                  8,925Property
      & Equipment
                  
                  
                  2,703Patents
                  
                  
                  3,719Other
      Assets
                  
                  
                  236Total
      Assets Disposed of
                  
                  
                  17,313LiabilitiesAccounts
      Payable
                  
                  
                  1,773Total
      Liabilities disposed of
                  
                  
                  1,773Net
      Assets disposed of
                  
                  $
                  15,540Excess
      of fair value of consideration over net assets disposed of
                  
                  $
                  399
 
 Note
7 - Income Taxes
  The
Company is liable for taxes in the United States.  As of December 31, 2008,
the Company did not have any income for tax purposes and therefore, no tax
liability or expense has been included in these consolidated financial
statements.
 
 Note 8 - Subsequent
Events
 
 There
were no subsequent events expected to have a material impact on the Company’s
financial statements.


Table of Contents
 13


ITEM
2.MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION





This
discussion and analysis should be read in conjunction with the accompanying
Financial Statements and related notes. Our discussion and analysis of our
financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
of America requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of any contingent
liabilities at the financial statement date and reported amounts of revenue and
expenses during the reporting period. On an on-going basis we review our
estimates and assumptions. Our estimates are based on our historical experience
and other assumptions that we believe to be reasonable under the circumstances.
Actual results are likely to differ from those estimates under different
assumptions or conditions, but we do not believe such differences will
materially affect our financial position or results of operations. Our critical
accounting policies, the policies we believe are most important to the
presentation of our financial statements and require the most difficult,
subjective and complex judgments, are outlined below in ‘‘Critical Accounting
Policies,’’ and have not changed significantly.




In
addition, certain statements made in this report may constitute “forward-looking
statements”. These forward-looking statements involve known or unknown risks,
uncertainties and other factors that may cause the actual results, performance,
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Specifically, 1) our ability to obtain necessary regulatory
approvals for our products; and 2) our ability to increase revenues and
operating income, is dependent upon our ability to develop and sell our
products, general economic conditions, and other factors. You can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continues" or the negative of these terms or other
comparable terminology. Although we believe that the expectations reflected-in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements.





Background





On August
10, 2006, 1st Home
Buy & Sell Ltd. was formed as a Nevada corporation.  Initial
operations commenced under the name Pacific Coast Development Corp., a British
Columbia corporation operating out of Surrey, British Columbia.  Prior
to incorporating, we acquired, on July 1, 2006, a 70%, non-dilutive interest in
PCDC in exchange for $100,000.  This pre-incorporation contract with
PCDC was ratified by our Board of Directors immediately after we were formally
incorporated on August 10, 2006. The Company conducted all operations through
its majority owned operational subsidiary, PCDC. The acquisition of PCDC shall
be referred to hereinafter as the “PCDC Transaction.”





On July
1, 2008, the Company announced that it had entered into an agreement with the DK
Group N.A.N.V., a corporation organized under the laws of the Netherland
Antilles (“DK Group”) whereby the Company agreed to purchase all of the assets
and liabilities of DK Group in exchange for shares of the Company’s common stock
(the “Acquisition Shares”). Additionally and as part of the DK Group
transaction, the Company agreed to effectuate a three for one (3:1) forward
split of the Company’s common stock. The forward split took place and became
effective as of September 15, 2008. The transaction with the DK Group was
expected to close on or before September 30, 2008, the parties agreed to extend
the closing until December 31, 2008.





Subsequently,
as of February 16, 2009, the Company and the DK Group halted negotiations due to
the continued inability to reach a mutually beneficial agreement.





On August
31, 2008, the Company announced that due to continued ongoing and significant
losses incurred by PCDC, that the Company had entered into an agreement with
PCDC (the “PCDC Transaction”) whereby the holder of a non-controlling 30%
interest of PCDC (the “Purchaser”) would repurchase the 70% controlling interest
in PCDC. Pursuant to the terms of the agreement, the Company relinquished all of
the shares of PCDC then owned by the Company and forgave all debts owed by PCDC
to the Company in exchange for the return of 300,000 shares of the Company’s
common stock held by the Purchaser.





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 14


As a
result of this transaction the Company believes that, as of August 31, 2008, the
Company would be considered a “shell” company as that term is defined in Rule
12b-2 of the Securities Exchange Act of 1934.





The
Company shall continue to undertake efforts to develop a business or merge with
or acquire an operating company with operating history and assets. The exact
form and nature of any investment or activity that the Company may undertake has
not yet been determined. If the Company does not successfully pursue some form
of operating business, then the primary activity of the Company will likely
involve seeking merger or acquisition candidates with whom it can either merge
or acquire.





Description
of Property





Our
executive office is located at 2300 W. Sahara Ave. Suite 800, Las Vegas,
NV 89102, this is generic office space that we rent pursuant to a one year
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.





Employees





As of
December 31, 2008, 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 2007 or
2006.





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.”





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.





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 10-Q 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.





Table of Contents
 15


RESULTS
OF OPERATIONS





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 (UNAUDITED) COMPARED
TO THE THREE MONTHS ENDED DECEMBER 31, 2007 (UNAUDITED).





REVENUE





We have
not earned any revenue as result of our discontinuing operations.





OPERATING
EXPENSES





Our total
operating expenses for the three months ended December 31, 2008 were CDN$4,117
compared to CDN$14,108 for the same period in the prior year.  Expenses
consisted primarily of general operating expenses including professional fees.
The decrease is our operating expenses are attributable to our discontinuing
operations.





NET
LOSS





As a
result of the foregoing, we had a net loss of CDN$4,117 for the three months
ended December 31, 2008 compared to a net loss of $14,108 for the same period in
the prior year.





LIQUIDITY
AND CAPITAL RESOURCES





At
December 31, 2008, our cash balance was CDN$482. This represents a decrease in
our financial position since June 30, 2008 when we reported cash of
CDN$28,498.





A related
party had loaned the Company CDN$153,176. This loan is payable on demand,
unsecured and does not accrue interest.





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.





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 16


Cash
Requirements





Our cash
on hand as of December 31, 2008 is CDN $482.  We will require
additional within the next 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. We face expenses or other
circumstances such that we will have additional financing requirements. 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.





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.




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)
collectability 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.





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.





Table of Contents
 17


Recently
Issued Accounting Pronouncement





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





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 18


In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.’This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





Available
Information





We file
electronically with the Securities and Exchange Commission our annual reports on
Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K,
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. 
You may obtain a free copy of our reports and amendments to those reports on the
day of filing with the SEC by going to http://www.sec.gov.  Table of Contents
 19


ITEM
4(T).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
 20
 PART II.





ITEM
1.  LEGAL PROCEEDINGS




None.




ITEM
1(A). RISK FACTORS





Not
required.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM
5.  OTHER INFORMATION





None.





ITEM
6.  EXHIBITS AND REPORTS ON FORM 8-K





(a)
Exhibits.





EXHIBIT
      NUMBER
            DESCRIPTION
            LOCATION3.1
      - 3.2
            Articles
      of Incorporation and Bylaws
            Previously
      Filed.31.1
            Rule
      13a-14(a)/15d-14(a) Certification (CEO)
            Filed
      herewith31.2
            Rule
      13a-14(a)/15d-14(a) Certification (CFO)
            Filed
      herewith32.1
            Section
      1350 Certification (CEO)
            Filed
      herewith32.2
            Section
      1350 Certification (CFO)
            Filed
      herewith





(b)           Reports on Form
8-K.





None.





Subsequent
to the period ended December 31, 2008, we filed reports on Form 8-K on the
following dates:





None.




Table of Contents
 21





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.




DATE:
      February 18, 2009
                      1st
      Home Buy & Sell Ltd.
                        (Registrant)By:
                      /s/
      Martha JimenezMartha
      Jimenez
                        Director,
      CEO and
President


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