UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 _______________________________
 
 FORM
10 – QSB/A
 Amendment
No. 2
 _______________________________
 
 [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
  We are
filing this Amendment to specifically address the line items in our financials
statement that have been restated and to include additional information
regarding the restatement as more fully set- forth in Note 2 of the Notes to the
Financial Statements. This information is consistent with the Form 8-K filed on
February 7, 2008.
  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
              
              5
  Table of Contents
 4
  PART
I.
 Item
1.  FINANCIAL STATEMENTS
 1st HOME
BUY AND SELL LTD.
  BALANCE
SHEET (CONSOLIDATED)
  March 31,
2007
 (In
Canadian Dollars)
 UNAUDITED
 (Restated)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
                  (Restated)
                
                
                2006
                
                
                2007
                  (Restated)
                
                
                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
 (Restated)
 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
                  (Restated)
                
                
                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
7.
 
 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, 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 - Restatement of Previously Issued Financial Statements
 
 The
Company has restated its balance sheet as of March 31, 2007, and the related
statements of operations, stockholders’ equity, and cash flows.  The
Company has reassessed certain accounting policies and concluded certain items
had been accounted for incorrectly in the past and has restated them
accordingly.
 
 The
restated items are as follows:
 
 ·
                Amended
      the Statement of Stockholders Equity to record the acquisition of a
      majority interest in PCD as a recapitalization of
  PCD.
 ·
                Corrected
      the accounting of the consolidation of accounts of the Company with PCD so
      that all inter-company transactions are eliminated. The net effect on the
      balance sheet was a reduction of total assets and paid-in capital by the
      acquisition price paid by the Company for
PCD;
 ·
                Added
      “Minority Interest” to the Balance Sheet to record share of net income, if
      applicable, owing to the minority shareholder(s) of
  PCD;
 ·
                Amended
      the Statement of Stockholders Equity to show the date of
      inception;
 ·
                Corrected
      the weighted average shares outstanding on the Statement of Operations to
      reflect the date of inception.
 
 Note
3 - 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.
 
 Table of Contents
 11
 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
4 - 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
5 – 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.
 
 Note
6 - Shareholder Loans
 
 A
Corporate officer and shareholder loaned funds to the
Company.   The loan does not bear interest and is due on
demand.
 
 Note
7 - 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, 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.
 
 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
 
 Table of Contents
 12
 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
                )
  Note
8 - 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
9 - 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
  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, & DirectorFebruary
      27, 2008
    Table of Contents
 14