UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB



|ý | Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended October 31, 2004                     
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|r | Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to ________________
|  | Commission file number 0-29067                                                                                                                           

Most Home Corp.



|Nevada 
(State of Incorporation) | 98-0173359
(I.R.S. Employer Identification No.)
|-------------------------------- | -----------------------------------------------



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 ý
      No r

As of December 9, 2004 the Company had 18,294,515 outstanding shares of Common Stock.  This amount excludes 2,871,559 shares of common stock issuable upon the conversion of 2,871,559 Series A Preferred shares.





1



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Interim Consolidated Financial Statements of



MOST HOME CORP.

(Expressed in U.S. Dollars)



Three months ended October 31, 2004

(Unaudited)























2



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MOST HOME CORP.

Interim Consolidated Balance Sheet
(Expressed in U.S. Dollars)
October 31, 2004 and July 31, 2004

|                                                                                                                                                                                                                                                                                                                                                                                                                                 | October 31, 2004(Unaudited)                        | July 31, 2004                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------
|Assets                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                    |                                                   
|Current assets:
  Accounts receivable, net of allowance of $1,642
    (July 31, 2004 - $1,822)
  Prepaid expenses                                                                                                                                                                                                                                                                                                                | $  111,27650,915
162,191                           | $   96,813
    29,256
126,069                     
|Due from related parties (Note 4)                                                                                                                                                                                                                                                                                                                                                                                                | 125,650                                            | 116,648                                           
|Fixed assets (Note 6)                                                                                                                                                                                                                                                                                                                                                                                                            | 144,177                                            | 136,525                                           
|Website development and intangible assets (Note 5)                                                                                                                                                                                                                                                                                                                                                                               | 133,680                                            | 128,978                                           
|Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                         | 581,050                                            | 581,050                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ 1,146,748                                        | $1,089,270                                        
|Liabilities and Stockholders' Equity                                                                                                                                                                                                                                                                                                                                                                                             |                                                   
|Current liabilities:
  Bank indebtedness
Accounts payable and accrued liabilities
  Unearned revenue
  Long term debt (Note 8)
  Payable to related parties (Note 7)                                                                                                                                                                                                                                                             | $      18,826
339,440
267,018
43,56320,818         | $    11,898
301,499
248,799
43,004-               
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | 689,665                                            | 605,200                                           
|Stockholders' equity:
  Common stock, par value $0.001 per share 
   (Issued 16,669,515; July 31, 2003 - 16,594,515)
  Additional paid-in capital - common stock
  Series A preferred stock, par value $0.001 per 
    share (Issued - 2,871,559, July 31, 2004 -
    2,871,559)
  Additional paid-in capital - Series A preferred stock
  Deficit
  Accumulative other comprehensive income:
    Cumulative exchange adjustment | 16,670
2,431,715
2,872
481,704
(2,414,095)(61,783) | 16,595
2,412,290
2,872
481,704
(2,387,735)(41,656)
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | 457,083                                            | 484,070                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ 1,146,748                                        | $  1,089,270                                      

See accompanying notes to interim consolidated financial statements.

3



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MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Three months ended October 31, 2004                                                                             | Three months ended October 31, 2003                                                                        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------
|Revenue:
  Referral fees
  Membership dues
  ClientBuilder revenue
  Miscellaneous revenue                                                                                                                                                                                                                                                                                                                                                                       | $    372,843
134,838
18,82815,403
541,912                                                                       | $      342,026
118,374
29,6329,936
499,968                                                                 
|Direct costs:
  Referral and license fees
  Credit card
  Telephone and communications
  Wages and benefits                                                                                                                                                                                                                                                                                                                                                      | 3,267
3,488
13,717205,114
225,586                                                                               | 7,113
3,298
9,990153,395
173,796                                                                           
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 316,326                                                                                                         | 326,172                                                                                                    
|General and administrative expenses:
  Advertising and promotion
  Amortization - fixed assets
                       - intangibles
  Bank charges and interest
  Computer services
  Insurance and licensing
  Investor relations and marketing
  Office lease
  Office supplies
  Professional fees
  Maintenance and utilities
  Management fees
  Stock transfer and filings
  Telephone
  Travel
  Website development and maintenance
  Wages and benefits | 6,220
12,941
1,891
6,793
7,133
7,992
527
23,778
8,927
14,220
6,184
16,864
520
2,534
14,757
49,957161,448342,686 | 842
3,567
1,891
2,917
3,257
3,515
30
13,829
4,511
20,527
4,133
11,146
482
2,276
11,772
48,472134,143267,310
|Net income (loss) for the period                                                                                                                                                                                                                                                                                                                                                                                                                                 | $  (26,360)                                                                                                     | $    58,862                                                                                                
|Net income (loss) per common share, basic                                                                                                                                                                                                                                                                                                                                                                                                                        | $ (0.00)                                                                                                        | $ 0.00                                                                                                     
|Net income (loss) per common share, diluted                                                                                                                                                                                                                                                                                                                                                                                                                      | $ (0.00)                                                                                                        | $ 0.00                                                                                                     
|Weighted average common shares, basic                                                                                                                                                                                                                                                                                                                                                                                                                            | 19,541,074                                                                                                      | 18,871,759                                                                                                 
|Weighted average common shares, diluted                                                                                                                                                                                                                                                                                                                                                                                                                          | 19,541,074                                                                                                      | 19,993,670                                                                                                 



See accompanying notes to interim consolidated financial statements.

4



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MOST HOME CORP.

|                                                                                              | Common stock | Additional 
Paid-in Capital - common stock | Series A preferred stock | Additional Paid-in Capital - Series A preferred stock | Accumulated Other Comprehensive Income | AccumulatedDeficit | Total Share-holders' Equity
|--------------------------------------------------------------------------------------------- | ------------ | ------------------------------------------ | ------------------------ | ----------------------------------------------------- | -------------------------------------- | ------------------ | ---------------------------
|                                                                                              | Shares       | Amount                                     | Shares                   | Amount                                               
|Balance, July 31, 2004                                                                        | 16,594,515   | $ 16,595                                   | $ 2,412,290              | 2,871,559                                             | $ 2,872                                | $ 481,704          | $ (41,656)                 
|Common stock issued on August 6, 2004 for settlement of  prior stock cancellation (Note 3(e)) | 75,000       | 75                                         | 19,425                   | -                                                     | -                                      | -                  | -                          
|Comprehensive loss:
 Translation adjustment 
 Loss for the period                             | --           | --                                         | --                       | --                                                    | --                                     | --                 | (20,127)-                  
|                                                                                              |              |                                            |                          |                                                       |                                        |                    | (20,127)                   
|Balance, October 31, 2004                                                                     | 16,669,515   | $ 16,670                                   | $ 2,431,715              | 2,871,559                                             | $ 2,872                                | $ 481,704          | $ (61,783)                 



See accompanying notes to interim consolidated financial statements



5



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MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                     | Three months ended October 31, 2004                                | Three months ended October 31, 2003                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | --------------------------------------------------------------
|Cash flows from operating activities:
  Income (loss) for the period
  Items not involving cash:
    Amortization
    Amortization of web site development costs
 Changes in operating asset and liabilities:
    Accounts receivable
    Prepaid expenses
    Security deposits 
    Accounts payable and accrued liabilities
    Unearned revenue
    Other, including unrealized foreign exchange | $   (26,360)
14,832
36,964
 (14,463)
(21,659)-57,441
18,219(6,656) | $    58,862
5,458
27,553
532
(662)
16,659
(74,367)
41,3419,639
|Net cash provided by operating activities                                                                                                                                                                                                                                                                                                                                                            | 58,318                                                             | 85,015                                                        
|Cash flows from investing activities:
   Acquisition of fixed assets
   Web site development                                                                                                                                                                                                                                                                                                         | (36,989)(43,557)                                                   | (30,467)(55,859)                                              
|Net cash used in investing activities                                                                                                                                                                                                                                                                                                                                                                | (80,546)                                                           | (86,326)                                                      
|Cash flows from financing activities:
   Increase in bank indebtedness
   Repayment of long-term debt
   Advances from related parties
   Increase in advances to related parties
   Repayment of advances to related parties                                                                                                                                                                        | 6,928
(4,809)
20,818
(709)-                                        | 2,790-848-(5,605)                                             
|Net cash provided by (used in) financing activities                                                                                                                                                                                                                                                                                                                                                  | 22,228                                                             | (1,967)                                                       
|Increase in cash                                                                                                                                                                                                                                                                                                                                                                                     | -                                                                  | (3,278)                                                       
|Cash, beginning of period                                                                                                                                                                                                                                                                                                                                                                            | -                                                                  | 3,278                                                         
|Cash, end of period                                                                                                                                                                                                                                                                                                                                                                                  | $-                                                                 | $-                                                            
|Supplementary cash flow information:
   Interest paid
   Taxes paid
   Non-cash activities:
      Stock issued to settle accounts payable
      Payable to related party settled upon exercise of warrants                                                                                                                                                                                           | $     4,076
$            -
$   19,500
$-                           | $     5,167
$            -
$-$   35,000                       



See accompanying notes to interim consolidated financial statements.

6



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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1.   General and future operations:

Most Home Corp. (the "Company" or "Most Home") was incorporated under the laws of the State of Nevada on June 4, 1997.  On April 28, 2000, the Company acquired two Canadian corporations Most Referred Real Estate Agents Inc. and Home Finders Realty Ltd. (the "acquired companies") in a transaction that was accounted for as a purchase of the companies. Prior to the purchase, the Company was in the development stage as it was devoting substantially all of its efforts to the identification and development of new business opportunities. On July 31, 2001 the acquired companies merged into Most Referred Real Estate Agents Inc. (collectively "Most Referred®").   On March 11, 2002, the shareholders of the Company approved a change in the name of the Company to Most Home Corp.

Following the purchase transaction described above, the Company's primary business activity is providing a service that allows real estate professionals and the general public to find customer service oriented real estate agents in North American cities through the Company's web sites MOSTREFERRED.COM® and related web sites.

These consolidated financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States of America.  The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exist that raise substantial doubt upon the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Operations to date have primarily been financed through the issuance of common stock.  The Company has suffered recurring losses to October 31, 2004 and has an accumulated deficit of $2,414,095.  The Company does not have sufficient working capital to sustain operations for the twelve months ending October 31, 2005.  Additional debt or equity financing of approximately $615,000 will be required for this period and may not be available on reasonable terms.  If sufficient financing cannot be obtained, the Company may be required to reduce operating activities.

Management's intention is to generate sufficient financing through one or more private placements of the Company's common or preferred stock. Additional financing is anticipated, but not guaranteed, through the exercise of outstanding stock options and warrants.  Management also expects the full repayment of amounts due from related parties (Note 4) prior to July 31, 2005. Subsequent to October 31, 2004 the Company received proceeds of $307,000 from the exercise of stock options and warrants (see Note 3(d)). There can be no certainty whatsoever that such sources will provide additional cash in the twelve months ending October 31, 2005.



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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2.  Significant accounting policies:

The interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States.

(a)   Consolidation:

The interim consolidated financial statements include the accounts of the Company and its subsidiaries: Most Referred Real Estate Agents Inc., 604587 British Columbia Ltd. and AMRR.com, Inc.

All significant inter-company balances and transactions have been eliminated in the interim consolidated financial statements.

(b)   Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements, and the reported amounts of revenues and expenses for the reporting periods. Actual results could differ from these estimates.

(c)   Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and changes in stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Readers of these financial statements should read the annual audited financial statements of the Company filed on Form 10-KSB in conjunction herewith. Operating results for the three months ended October 31, 2004 are not necessarily indicative of the results that can be expected for the year ending July 31, 2005.

(d)   Net loss per share:

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Loss available to common shareholders is increased by dividends on preferred stock earned in the period. Common shares issuable for little or no cash consideration upon the exchange of preferred shares are included in the weighted average number of shares used in the basic net loss per share calculation. Diluted loss per share is computed using the weighted average number of common stock and potentially dilutive common stock outstanding during the period.

8



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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2.   Significant accounting policies (continued):

(e)   Stock-based compensation:

The Company accounts for its employee stock-based compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.

As such, compensation expense under fixed plans is recorded on the date of grant only if the market value of the underlying stock at the date of grant exceeds the exercise price.  The Company recognizes compensation expense for stock options, common stock and other equity instruments issued to non-employees for services received based upon the fair value of the equity instruments issued.

SFAS No. 123, Accounting for Stock-Based Compensation, requires entities that continue to apply the provisions of APB Opinion No. 25 for transactions with employees to provide pro forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-value-based method defined in SFAS No. 123 had been applied to these transactions.  No differences existed between net income (loss) and pro forma earnings (loss) and reported amounts for the three months ended October 31, 2004 and 2003.

There were no options granted to employees in the three month periods ended October 31, 2004 and October 31, 2003.



3.   Capital stock:

(a)   Authorized:

| | 250,000,000
100,000,000
3,500,000
3,500,000
1,750,000
91,250,000 |  | Common shares par value of $0.001 per share
Preferred shares par value of $0.001 per share, designated as follows:
   Series A preferred shares, par value of $0.001 per share
   Series B preferred shares, par value of $0.001 per share
   Series C preferred shares, par value of $0.001 per share
   Unissued and undesignated
| | ---------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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3.   Capital stock:

(b)   The following table sets forth information concerning options granted:

| | Date Granted                                | Number ofOptions Granted | Weighted AverageExercise Price
| | ------------------------------------------- | ------------------------ | ------------------------------
| | Balance, July 31, 2004 and October 31, 2004 | 3,363,000                | $0.24                         

All outstanding options are exercisable at October 31, 2004.

Options outstanding at October 31, 2004 are as follows:

| | Number of Shares                             | Expiry Date | Exercise Price                                
| | -------------------------------------------- | ----------- | ----------------------------------------------
| | 1,800,000
     300,0001,263,000
   3,363,000 |             | August 1, 2006
August 1, 2006
November 5, 2006

(c)   The following table sets forth information concerning warrants granted:

| | Date Granted                                | Number ofWarrants Granted | Weighted AverageExercise Price
| | ------------------------------------------- | ------------------------- | ------------------------------
| | Balance, July 31, 2004 and October 31, 2004 | 2,246,750                 | $0.22                         

As of October 31, 2004 the Company had outstanding warrants for the purchase of common shares as follows:

| | Number of shares                         | Exercise Price           | Expiry Date                                                       
| | ---------------------------------------- | ------------------------ | ------------------------------------------------------------------
| | 375,000
1,535,000
36,750300,0002,246,750 | $0.40
$0.15
$0.40
$0.324 | March 20, 2005 
August 28, 2005
December 31, 2006
January 28, 2007

(d)  Subsequent events:

(i)  On November 10, 2004 the Company issued 200,000 common shares from its 2004 Stock Bonus Plan and issued 40,000 common shares from treasury to three consultants pursuant to consulting agreements.  The fair value of the shares issued is $60,000 or $0.25 per share.

(ii)  On November 19, 2004, the Company received gross proceeds of $5,000 and issued 25,000 common shares to a director for the exercise of 25,000 stock options exercisable at $0.20.



10



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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3.   Capital stock (continued):

(d)  Subsequent events (continued):

(iii)  On November 22, 2004, the Company received gross proceeds of $2,500 and issued 10,000 common shares to an employee for the exercise of 10,000 stock options exercisable at $0.25.

(iv)  On December 2, 2004, the Company issued 1,285,000 common shares for the exercise of 910,000 warrants exercisable at $0.15 each and 375,000 warrants exercisable at $0.40 each. Gross proceeds of $286,500 were received by the Company on November 30, 2004.

(v)  On November 16, 2004 the Company granted 1,800,000 stock options to Company employees and directors.  Each option is exercisable at $0.60 each and expires on November 16, 2007.

(vi)  On December 9, 2004, the Company received gross proceeds of $13,000 and issued 65,000 common shares to two directors for the exercise of 65,000 stock options exercised at $0.20 each.

(e)  Share cancellations:

On September 25, 2003, the Company determined that on January 24, 2003, the Company inadvertently issued a number of common shares which exceeded the 500,000 authorized share limit issuable under the Company's registered Form S-8 Stock Bonus Plan by approximately 73,000 shares.  The 73,000 shares were issued to settle existing accounts payable to certain contractors.  We believe the issuance of the 73,000 common shares is a violation of the Securities Act because they were not properly issued pursuant to a stock plan or a registration statement and the shares were issued without a restrictive legend.  For accounting purposes, the accounts payable balance is not considered to be settled until the 73,000 stock bonus plan shares are authorized to be issued under the stock bonus plan. We notified two bonus share recipients of 75,000 shares (the "Bonus Shares Recipients") that the resale of their securities will be a violation of the Securities Act of 1933, and that the Company and/or the Bonus Shares Recipients may be subject to potential liabilities under the Exchange Act and the regulations thereunder. The two Bonus Shares Recipients returned their share certificates representing 75,000 bonus stock to the Company, which were subsequently cancelled on November 21, 2003.  On August 6, 2004, 75,000 common shares were issued from the Company's 2004 Stock Bonus Plan to the two Bonus Share Recipients in replacement of the previously cancelled shares. The Company has implemented additional internal procedures to ensure that this type of error will not occur in the future.



11



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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4.   Due from related parties:

| |                                | October, 2004(Unaudited)  | July 31, 2004           
| | ------------------------------ | ------------------------- | ------------------------
| | 612559 B.C. Ltd.
Bill Coughlin | $  21,207104,443$ 125,650 | $  20,49896,150$ 116,648

The amount due from 612559 B.C. Ltd. ("612559") bears interest at 7.5%, has no specified terms of repayment and is unsecured.  612559 is a beneficial shareholder in the company.  Two directors and one officers of the Company are also directors and officers of 612559.

The amount due from Bill Coughlin (the "shareholder") is without interest. The amount due is repayable is both U.S. and Canadian dollars; ($CDN 120,443 - October 31, 2004; July 31, 2004 - $CDN 120,443) and ($5,557 - October 31, 2004; $5,557 - July 31, 2004), has no specified terms of repayment and is unsecured. The amount due from shareholder arose due to Most Referred® funding certain expenditures pertaining to the shareholder prior to the purchase of Most Referred® in fiscal 2000 and payment of certain personal expenses in 2001.  Pursuant to a verbal agreement between the Company and the shareholder, the amount due is to be repaid from proceeds received by the shareholder from sales of the Company's common shares on the open market. At October 31, 2004, the shareholder held common shares having a market value in excess of the amount due.

5.   Website development and intangible assets:

| |                                                                          | October 31, 2004(Unaudited) | July 31, 2004             
| | ------------------------------------------------------------------------ | --------------------------- | --------------------------
| | Cost:
  Website development
  Trademark brand rights                     | $ 539,94137,823
577,764     | $ 496,38437,823
534,207   
| | Accumulated amortization:
  Website development
  Trademark brand rights | (416,979)(27,105)(444,084)  | (380,015)(25,214)(432,685)
| | Net book value                                                           | $ 133,680                   | $ 128,978                 



12



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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6.  Fixed assets:

| |                           | October, 2004(Unaudited) | July 31, 2004
| | ------------------------- | ------------------------ | -------------
| | Cost:                     |                          |              
| | Computer hardware         | $  185,562               | $  163,671   
| | Computer software         | 33,676                   | 31,117       
| | Leasehold improvements    | 49,143                   | 44,263       
| | Office equipment          | 83,010                   | 75,558       
| | Automotive                | 2,463                    | 2,256        
| |                           | 353,854                  | 316,865      
| | Accumulated amortization: |                          |              
| | Computer hardware         | (109,897)                | (95,975)     
| | Computer software         | (33,378)                 | (30,753)     
| | Leasehold improvements    | (25,768)                 | (18,443)     
| | Office equipment          | (39,120)                 | (33,852)     
| | Automotive                | (1,514)                  | (1,317)      
| |                           | (209,677)                | (180,340)    
| | Net book value            | $  144,177               | $  136,525   

7.  Payable to related parties:

| |                     | October, 2004(Unaudited) | July 31 2004
| | ------------------- | ------------------------ | ------------
| | George Shahnazarian | $      20,818            | $-          

Mr. Shahnazarian is an officer and shareholder of the Company.  The amount due is repayable in Canadian dollars ($CDN 25,000 - October 31, 2004; $CDN nil - July 31, 2004) and is without interest or specific terms of repayment.





13



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MOST HOME CORP.

Three months ended October 31, 2004
(Unaudited)



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8.   Long term debt:

| |                                                                                                                                                                                                                                                                                                                | October 31, 2004(Unaudited) | July 31, 2004
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | -------------
| | Term loan agreement payable Canadian dollars in monthly instalments of $1,888 ($CDN 2,300), including interest at lender prime plus 1.50% (5.75% - October 31, 2004; 5.50% - July 31, 2004), secured by a GSA and $123,153 ($CDN 150,000) security pledge by each of 2 directors and an officer of the Company | $  43,563                   | $   43,004   
| | Less: current portion                                                                                                                                                                                                                                                                                          | (43,563)                    | (43,004)     
| |                                                                                                                                                                                                                                                                                                                | $-                          | $         -  

Long term debt is due on demand, however, the bank has agreed to a regular repayment of principal.  Until and unless demanded, the repayment of principal over the next three years is approximately as follows:

| | Twelve months ending October 31, 2005 | $20,878 ($CDN 25,430)
| | ------------------------------------- | ---------------------
| | Twelve months ending October 31, 2006 | 21,002 ($CDN 25,580) 
| | Twelve months ending October 31, 2007 | 1,683 ($CDN 2,050)   
| |                                       | $43,563              



The Company secured Canadian dollar line of credit for its Most Referred® subsidiary which bears interest at lender prime plus 1.25% (5.50% - October 31, 2004; 5.25% - July 31, 2004).  There was an outstanding balance of $18,062 (CDN 22,000) on the line of credit as of October 31, 2004 and nil as of July 31, 2004.

9.  Comparative figures:

Certain of the comparative figures have been reclassified to conform to the current period's presentation.





14



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Item 2.  Management's Discussion and Analysis or Plan of Operations

Corporate History

The Company was established in 1997 with a vision to connect real estate consumers with high quality real estate agents via the Internet. Today, that vision is being realized as online consumers are introduced to the services of some 5,000 agents in over 2600 markets in the US and Canada. 
The realization of this vision gained significant momentum in September 2000, when the current management team assumed operational control and led a small group of investors who injected new growth capital into the business. In the four years since, Most Home has developed its technology to scale, confirmed a market for its services, established an initial customer base and built a capable 45 person staff.

Understanding the "House by Mouse" Industry

Traditionally, the broker/agent has exercised considerable control over real estate consumers. By controlling the information about listings they controlled the point of contact. 1995 marked a fundamental turning point for the residential real estate industry. It was at that time that home listings inventory started to become available online. Since then, real estate consumers have steadily migrated away from print media to where now 75% begin their home search online according to recent surveys completed by the National Association of REALTORS® in the US. Realtor.com, which is the National Association of REALTORS® national listing site, logs 60 million visits per year. This means that consumers have now wrested control of one important aspect of the transaction from the broker/agent - the point of contact.

The traditional real estate brokers have been very slow to adapt to this new reality and in many cases has openly fought it. As a result, several non-traditional firms have moved in to capture the online consumer and respond to their service needs. As a result, brokers and agents have found themselves in a position where their role has changed. Whereas previously they were the consumer's starting point for real estate information, they are now seeing customers coming to them from online lead aggregation companies who were willing to invest heavily in the Internet early on. Today's broker/agent is largely a coordinator of the real estate transaction and has only avoided the fate suffered by many travel agents due to the complexity inherent in real estate transactions.

Market Opportunity

With the recent demise of the refinance market for mortgages, mortgage companies are moving aggressively to acquire "purchase money mortgages." While wholesale mortgage lenders will try to expand their relationships with real estate brokerages, "direct to consumer" lenders will have to find a way to compete directly with businesses such as Lending Tree, Inc.

On the real estate services side of the fence, brokerages are quickly opening mortgage brokerage operations in order to retain the point of sale with the consumer and enhance their bottom line through the sale of ancillary services.

The greatest challenge for the brokerages is their poor track record handling online real estate consumers.  Other internet real estate companies are not providing an adequate service. With the notable exceptions of Foxton's and Zip Realty, the brokerage industry is just waking up to the fact that they need to invest significantly in next generation web services platforms and marketing programs to capture online consumers.





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Item 2.  Management's Discussion and Analysis or Plan of Operations (continued)

Business Strategy

Most Home believes that there is a strong opportunity to equip both mortgage lenders and real estate brokers with web based response systems. For mortgage companies who wish to compete directly with Lending Tree, our Most Referred subsidiary is one of the independent REALTOR® networks that can offer immediate implementation. Most Referred is set up to facilitate cash back programs which engender consumer loyalty and are tailored to the lenders specific requirements. For brokerages that want to move to a second generation web services platform, our ClientBuilder for Brokers product line is an ideal solution.

Most Home positions itself as the middleware between the systems operated by the lead aggregators offering online advertising services and the broker/agent handling the transaction. We wish to leverage our strong position at the response level, which exists in between the advertising and transaction levels, as the largest independent lead response firm in the industry today. We estimate this space to already hold over $50 million in mostly untapped annual revenues. Our competitive advantages are our scale, our proprietary technology, our independence and our licensed staff.

Business Model

The Company currently delivers client acquisition and management services to brokerages and agents within an Application Service Provider model. The Company's service allows brokers to better manage their business and attract productive agents. It also assists agents to acquire and nurture online leads that will generate the highest or most immediate financial return. Essentially, the Company is focused on enhancing and supporting the prospecting activities of its customers. The Company has chosen the Application Service Provider model as opposed to a packaged software model because it believes that it is more economically sustainable over the long term.

Competition

The competitive landscape includes players of varying sizes and capabilities providing services to the REALTOR® community. Cutting through the amount of "noise" generated by these players is often more of a challenge than competing with them on product merit. As a result, size and reputation are significant competitive advantages.

The primary competitors at this time for Most Referred would be Lending Tree and HomeGain. For ClientBuilder, the competitors would include Custom web developers like Katabat and Delta Group along with large integrated firms such Fidelity National Information Systems.

Products and Services

In essence the Company's products and services derive from insight into the real estate consumer's expectations and use of the Internet formed through over 400 telephone interviews with them each day. The key element to our products and services is how they facilitate five essential steps towards establishing a profitable client relationship for our customer. These steps are: Supporting our customer's web site advertising strategy; Capturing contact & qualification data from web site visitors; Qualifying web leads through our system filtering and response center; Connecting the qualified consumer with our customer; and Maintaining an online data management facility for our customer.



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Item 2.  Management's Discussion and Analysis or Plan of Operations (continued)

Product Development

The services and solutions offered by the Company to the marketplace are created using a combination of leading technologies and platforms. Each service is designed to leverage the power and reach of the Internet and deliver excellent scalability and minimal support. The key success of our development efforts so far has been our ability to deliver highly sophisticated programming features at a fraction of the cost offered by competitors.

Our technical staff is comprised of individuals with considerable experience developing web engines and commercial database driven solutions for large scale organizations.



Customer Service

One of the distinguishing strengths of the Company is its customer service offerings which are evidenced by its unique real estate lead qualification center. The Company has become very adept at hiring, training and licensing customer service personnel that can contact and qualify web leads in very cost effective fashion. In addition, the level of professionalism and service delivered to enquirers is such that the Company is regularly in receipt of thank you correspondence from consumers who have experienced it.



Sales and Marketing

Sales for Most Referred® are developed through direct marketing to agents who have been surveyed by our in-house staff. It is our intention to transition away from the use of search engine marketing as our primary lead source for our members in the coming fiscal year. Most Referred® plans to develop relationships with mortgage lenders (who have been very successful in capturing online real estate consumers ahead of the REALTOR® by offering instant mortgage pre-approvals so the consumer knows what they have to spend when they contact the REALTOR®) in order to provide a new lead stream to its members.

ClientBuilder will be marketed through a sales consulting relationship that will target residential real estate brokers and agents throughout North America that recognize the need to more effectively handle their web leads. These can be franchises, large regional brokerages looking for an enterprise level solution or individual offices that do not have the time to manage their web presence.

There are over 50,000 small, medium and large real estate offices in the US and Canada and over 1,000,000 licensed real estate agents.

Strategic Relationships

Most Home Corp. is currently seeking strategic relationships with industry participants that offer complementary services to the REALTOR® services market. These could include wireless services, back office solutions, virtual tours and customer relationship management.

Regulation

Most Home's subsidiary, Most Referred Real Estate Agents Inc., is a licensed real estate company in the Province of British Columbia operates under legislation of the Real Estate Council of British Columbia.  Most Referred also maintains membership in the Greater Vancouver Real Estate Board and the Canadian Real Estate Association.  As such, it is subject to the governance of these bodies.

Employees. As of December 9, 2004 the Company employed 45 people on a full-time basis; 5 of these employees are licensed REALTORS® or have real estate experience and 14 employees are on their REALTOR® licensing course currently.

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Item 2.  Management's Discussion and Analysis or Plan of Operations (continued)

Foreign Currency Impact

The Company currently derives approximately 90% of its revenues from U.S. sources and nearly 100% of its expenses from Canadian sources. Increases in the Canadian dollar have negatively impacted the Company's expenses and cash flows. Bank of Canada (http://www.bankofcanada.ca) reports that the average exchange rate, based on monthly averages, for the Canadian to U.S. dollar was 1.2822 for the three-months ended October 31, 2004 compared to 1.3602 for the three months ended October 31, 2003. This represents an increase of approximately 6%, on an average three-month exchange rate basis, in the Company's expenses and cash disbursements over the three months ended October 31, 2004. The Company does not currently engage in foreign currency hedging activities.

Revenues and expenses

Revenues for the three months ended October 31, 2004 were $541,912 compared to $499,968 for the prior year quarter ended October 31, 2003. Specific changes to revenue include referral revenues which increased by 9.0% to $372,843 for the three-month period ended October 31, 2004 from referral revenues of $342,026 for the three months ended October 31, 2003. This increase is due to the greater demand for the Company's referral services. The Company is focused on identifying and implementing additional sources for its referral and lead generation services which may increase referral revenues in future periods. Membership and ClientBuilder revenues increased from a combined $148,006 to $153,666 for the three-month period ended October 31, 2004 compared to the three-month period ended October 31, 2003, representing an increase of 3.8%. This increase is due to additional marketing efforts by the Company for its website and lead management products.  The Company intends to increase marketing efforts through consulting and reseller relationships for its ClientBuilder product into the U.S. market which may increase membership sales further in future periods.

The following table shows revenues and margins for the three-month period ended October 31, 2004 with comparative figures for the prior year:

| |                                          | Three months endedOctober 31, 2004 | % of Sales | Three months endedOctober 31, 2003 | % of Sales
| | ---------------------------------------- | ---------------------------------- | ---------- | ---------------------------------- | ----------
| | Revenues:                                |                                    |            |                                    |           
| | Referrals                                | $  372,843                         | 68.8%      | $  342,026                         | 68.4%     
| | Membership & ClientBuilder               | 153,666                            | 28.4%      | 148,006                            | 29.6%     
| | Other                                    | 15,403                             | 2.8%       | 9,936                              | 2.0%      
| |                                          | 541,912                            | 100.0%     | 499,968                            | 100.0%    
| |                                          |                                    |            |                                    |           
| | Gross Margin:                            | 316,326                            | 58.4%      | 326,172                            | 65.2%     
| |                                          |                                    |            |                                    |           
| | General and administrative  
   expenses | 342,686                            | 63.2%      | 267,310                            | 53.5%     
| | Income (loss)                            | $  (26,360)                        | (4.9%)     | $   58,862                         | 11.8%     



Gross margin for the quarter ended October 31, 2004 was $316,326 compared to $326,172 for the comparable quarter ended October 31, 2003. The decrease in gross margin as a percentage of revenue for the three months ended October 31, 2004 is due to the impacts of foreign exchange rates and the hiring of additional sales support staff.  Changes in the sources of revenue of the Company influence the gross margin percentage. As a percentage of revenue, membership and ClientBuilder sales decreased to 28.4% for the quarter ended October 31, 2004 compared to 29.6% for the quarter ended October 31, 2003. Gross margins can be expected to continue to fluctuate in the future depending on the nature and the extent of the revenue sources and the impact of foreign exchange rates.

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Item 2.  Management's Discussion and Analysis or Plan of Operations (continued)

Revenues and expenses (continued)

As a percentage of total revenue, referral fees increased to 68.8% for the quarter ended October 31, 2004 from 68.4% for the quarter ended October 31, 2003 and referral fees remained unchanged at 67.6% for the three months ended October 31, 2004 as compared to the three months ended October 31, 2003. Gross margin on sales decreased in the three-month period ended October 31, 2004 due to increased referrals as a percentage of revenue and the associated higher costs as compared to membership and ClientBuilder sales. Prepaid expenses relating to unearned membership revenues increased from 7% for the three months ended October 31, 2003 to 18% for the three months ended October 31, 2004 as the Company adopted a new sales compensation structure on August 1, 2004.

As membership and ClientBuilder sales continue to decrease as a percentage of gross revenues and referrals increase, gross margin will continue to decrease in future periods. Continued weakness in the Canadian dollar may decrease gross margin in future periods (see Foreign Currency Impact). Subsequent to the three months ended October 31, 2004, the Company entered into a consulting agreement to expand the marketing of its ClientBuilder for BrokersTM product into the U.S. market.

General and administrative expenses were $342,686 during the current quarter compared to $267,310 for the quarter ended October 31, 2003.  This increase in expenses was due to hiring additional technical staff to develop and maintain the Company's website products, an increase in the value of the Canadian dollar (see Foreign Currency Impact) and general wages increases.   Wages and benefits increased from $134,143 for the three-months ended October 31, 2003 to $161,448 for the current quarter ended October 31, 2004. Management fees increased from $11,146 for the three months ended October 31, 2003 to $16,864 for the Three months ended October 31, 2004.  This increase is due to additional consulting expenses for business development and planning.  Office lease increased from $13,829 for the three months ended October 31, 2003 to $23,778 for the three months ended October 31, 2004.  This increase is due to the Company leasing additional office space for its operations.



In June 2001, the Financial Accounting Standards Board ("FASB") issued Statementof Financial Standards ("SFAS") Nos. 141 and 142, "Business Combinations" and "Goodwill and Other Intangible Assets", respectively.  SFAS No. 141 requires business combinations to be accounted for using the purchase method and replaces Accounting Principles Board guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill.    SFAS No. 142 requires companies to test goodwill for impairment annually in lieu of amortization at a reporting unit level.  Goodwill is impaired if the reporting unit's fair value is less than its carrying amount, and if impaired, the company would recognize an impairment loss by writing down the goodwill to its implied fair value.



The Company tests for impairment of goodwill annually on October 31st.  The Company utilizes the market value of the Company as an indicator of the fair value of the reporting unit to measure impairment of enterprise level goodwill as the Company estimates as a single reporting unit.  An impairment loss, if any, will be reflected at such time that the Company believes goodwill has become impaired.  To October 31, 2004, no goodwill impairment loss recognition has been required.





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Item 2.  Management's Discussion and Analysis or Plan of Operations (continued)

Critical accounting policies

The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based on its consolidated financial statements that have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the impairment of goodwill and intangible assets. Management bases its estimates and judgments on historical experience, contractual arrangements and commitments and on various other assumptions that it believes are reasonable in the circumstances. Changes in these estimates and judgments will impact the amounts recognized in the consolidated financial statements, and the impact may be material. Management believes the following critical accounting policies require more significant estimates and judgments in the preparation of the consolidated financial statements. The consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations.

If the Company was not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying values reflected in the consolidated financial statements. As described elsewhere in this report, at October 31, 2004, there are certain conditions that currently exist which raise substantial doubt about the validity of this assumption. While the Company anticipates raising additional private placement funds to remove the substantial doubt, these private placements are not assured. Failure to raise additional funds may result in the Company curtailing operations or writing assets and liabilities down to liquidation values, or both. Goodwill is not being amortized and is only written down if impaired. In estimating fair value of goodwill, management estimates its value at the reporting unit level. The fair value of goodwill will be impacted by general economic conditions, demand for the Company's services and other factors which are generally beyond the Company's control. To the extent that fair value is reduced in future periods, the Company may be required to record an impairment charge against the carrying value of the goodwill.

Liquidity and sources of capital

Working capital deficiency at October 31, 2004 was $527,474 compared to $479,131 at July 31, 2004.

During the three month period ended October 31, 2004 Most Home's operations provided $58,318 in cash and the Company spent $80,546 on website development and the purchase of equipment. Cash required by Most Home during the three months ended October 31, 2004 was generated from operations, related party loans and through bank financing. The Company is seeking additional capital through the private sale of the Company's securities.

Between November 10 and November 30, 2004, the Company received gross proceeds of $307,000 from the exercise of stock options and warrants.

Remaining commitments on the term loan are approximately $1,888 ($CDN 2,300) per month, or a total of approximately $45,312, including principal and interest, up to and including October 31, 2006. There can be no assurance that the Company will be successful in obtaining any additional capital which may be needed. Should the Company be unable to obtain additional capital, the Company may be unable to complete its operations expansion and marketing plans and may be required to reduce current operations in order to meet its obligations. The financial statements do not include any adjustment that might result from the outcome of these uncertainties.



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Item 2.  Management's Discussion and Analysis or Plan of Operations (continued)

Liquidity and sources of capital (continued)

Management anticipates that cash flow requirements for the twelve months ended October 31, 2005 will be met through the exercise of outstanding stock options and warrants, private placements of stock and the repayment of amounts due from related parties.  There can be no assurance that any of these capital sources will provide the necessary cash flow to the Company for it to sustain operations.  Management anticipates cash flow needs for the twelve months ended October 31, 2005 are as follows:



|General and administration   | $ 200,000
|---------------------------- | ---------
|Advertising and promotions   | 100,000  
|Product development          | 115,000  
|Debt and liability reduction | 200,000  
|                             | $ 615,000



Recent Accounting Pronouncements

In December 2002, the FASB approved Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123" (SFAS No. 148).  This amends Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123) to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  This Statement also amends the disclosure requirements to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reporting results.  It is effective for financial statements for fiscal years ending after December 15, 2002.  The company will continue to account for stock-based compensation using the methods detailed in the stock-based compensation accounting policy and has made the disclosures as required by SFAS 148.

FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity(SFAS No. 150).The provisions of this Statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003.  The Statement is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before May 15, 2003 and still existing at the beginning of the interim period of adoption.  Restatement is not permitted.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus regarding EITF Issue 00-21. The consensus addresses not only when and how an arrangement involving multiple deliverables should be divided into separate elements of accounting, but also how the arrangement's consideration should be allocated among separate units.  The pronouncement is effective for revenue arrangements entered into on or after July 1, 2003.   We have adopted EITF 00-21 for arrangements entered into after that date, which had no effect on our consolidated financial statements.

FASB Interpretation No. 46R Consolidation of Variable Interest Entities (FAS 46R).  FAS 46R applies to the first fiscal year or interim period ending after March 15, 2004. FAS 46R can require the consolidation of interest in entities held through other than voting control. This Interpretation is to be applied prospectively.

The adoption of SFAS No. 150, EITF 00-21 and FAS 46R have not had, to date, a material effect on the Company's financial results.



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Item  3. Controls and Procedures

Under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Principal Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.





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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From time to time, the Company will make written and oral forward-looking statements about matters that involve risk and uncertainties that could cause actual results to differ materially from projected results.

Many of these factors are beyond the Company's ability to control and predict. Investors are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.

This Quarterly Report contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties.  Actual results could differ materially because of issues and uncertainties such as those listed below, which, among others, should be considered in evaluating the Company's financial outlook.

An investment in Most Home's common stock involves risks due in part to prior operating losses, the limited market for Most Home's common stock, and competition in the real estate industry.

Prospective investors should be aware that ownership of Most Home's common stock involves risks which could depress the value of their shares.  Most Home does not make, nor has it authorized any other person to make, any representations about the future market value of Most Home's common stock.

The Company's securities should be purchased only by persons who can afford to lose their entire investment.  Prospective investors should read this entire quarterly report in conjunction with our Annual Report filed on Form 10K-SB and carefully consider, among others, the following risk factors in addition to the other information in this report prior to making an investment.

Most Home has suffered losses in the past

Most Home had net loss of $26,360 for the three months ended October 31, 2004. Most Home incurred a net loss of $148,718 for the year ended July 31, 2004 and incurred a net loss of $180,992 for the year ended July 31, 2003. The Company's deficit as of October 31, 2004 is $2,414,095. Although management anticipates profitability in future periods, profitability cannot be assured and further losses may occur.

Most Home is dependant on additional financing to expand its operations.  If adequate funds are not available when required or on acceptable terms, Most Home may be required to alter its business plans and delay or scale back its sales and marketing efforts which, in turn, would result in a decline in Most Home's revenues.

Most Home needs additional capital to advance its business and marketing plans.  Since the cash generated from Most Home's operations may not be sufficient to fund these activities, Most Home may need additional financing through private financings, debt or equity offerings or collaborative arrangements with others.  Any equity offering will result in dilution of the ownership interest of Most Home's shareholders and may result in a decline in the price of Most Home's common stock.  The auditors' report with respect to Most Home's financial statements for the fiscal year ended July 31, 2004 filed with the Annual Report on Form 10-KSB includes an explanatory paragraph on these conditions that places substantial doubt about Most Home's ability to continue as a going concern.  These financial statements do not include any adjustment as a result of this uncertainty.

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Most Home's services are dependent on the use of the Internet and any interruptions, delays or capacity problems experienced on the Internet or with telephone connections would adversely affect Most Home's ability to operate.

Although Most Home has instituted safeguards and redundancy for its web servers, possible technical problems could occur, including software failures that result in Most Home being unable to view customer information by means of its websites, and website server hardware failures that cause Most Home's websites to be unavailable to its customers for significant periods of time.

Canadian Real Estate Association ("CREA") policies may impair the Company's ability to provide real estate listings to its Canadian customers.

Most Home has relied in the past on deep linking access to The Canadian Real Estate Association ("CREA") website (mls.ca) for listing data presented on its member websites in a significant portion of the Canadian market. Over the past year, CREA has engaged a technology task force to develop new policy on CREA member use of mls.ca including the practice of deep linking. During the current period, CREA had indicated that its resultant policy proposals would be effective November 1, 2003. Subsequently, CREA rescinded implementation of the policy proposals in order to receive more industry comment. CREA has since advised the Company that it can no longer use deep linking for its members until new policies are officially in place. The Company has complied with CREA's request and is awaiting implementation of the new policy. The Company previously reported that CREA had provided no definitive timeframe for the approval and deployment of its new deep linking policy. As mls.ca access provides a greater display of available listings than just those of the individual member, such access represents a key consumer draw for a member's website. Without this access some agents may delay purchase of a membership until this facility is once again available. Therefore, the Company's ability to sell memberships could be impaired in many parts of the Canadian market.   The Company is now able to report that this issue with CREA was resolved as of May 4, 2004, when it was advised via written communication that access to mls.ca listings would be reinstated. CREA advised the Company that access to the listings data should resume in late June 2004 once technical revisions to the mls.ca system are in place.  Since June 2004, CREA advised the Company that each of the approximately 115 MLS organizations in Canada must provide access permission to their MLS systems.  CREA is in the process of obtaining authorizations for Most Home to access these MLS systems, but has not given the Company any specific time-line for completion.

Most Home may not be able to protect its intellectual property.

Most Home considers the methods it uses to survey REALTORS® for potential membership in its program to be proprietary.  Since these survey methods are not patented, Most Home relies primarily on a combination of copyright, trademark and trade secret laws and confidentiality procedures to protect its survey methods.  It is possible that others may independently develop superior survey methods or obtain access to Most Home's survey methods.  Monitoring and identifying unlawful use of Most Home's technology may prove difficult, and the cost of litigation may prevent Most Home from prosecuting any unauthorized use of its technology.

Government regulation and legal uncertainties could impair the growth of the Internet and decrease demand for Most Home's services or increase its cost of doing business.

Although there are currently few laws and regulations directly applicable to the Internet, a number of laws have been proposed involving the Internet, including laws addressing user privacy, pricing, content, copyrights, distribution, antitrust and characteristics and quality of products and services.  Further, the growth and development of the market for online email may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business by means of the internet.  The adoption of any additional laws or regulations may impair the growth of the Internet or commercial online services which could decrease the demand for Most Home's services and increase the cost of doing business, or otherwise harm Most Home's business and operating results.  Moreover, the applicability of existing laws to the Internet relating to property ownership, sales and other taxes, libel and personal privacy is uncertain and may take years to resolve.



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The limited public market for Most Home's common stock may limit the ability of shareholders to sell their shares.

Most Home's common stock is quoted on the OTC Bulletin Board and there has been only a limited public market for Most Home's common stock.  An active trading market for Most Home's stock may not develop and purchasers of the shares may not be able to resell their securities at prices equal to or greater than the price paid for these shares. The market price of Most Home's common stock may decline as the result of announcements by Most Home or its competitors, variations in Most Home's results of operations, and market conditions in the real estate and Internet industries in general.

Rules of the Securities and Exchange Commission concerning low priced securities may limit the ability of shareholders to sell their shares.

Most Home's common stock is subject to Rule 15g-9 of the Securities and Exchange Commission which regulates broker/dealer practices in connection with transactions in "penny stocks".  Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security are provided by the exchange or system.  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level or risks in the penny stock market.  The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and if the broker/dealer is the sole market-maker, the broker/dealer must disclose this fact and the broker/dealer's presumed control over the market.  This information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer.  The bid and offer quotations, and the broker/dealer and its salesperson compensation information, must be given to the customer in writing before or with the customer's confirmation.  The broker/dealer must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale.  Monthly statements must be sent by the broker/dealer to the customer disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.  These disclosure requirements may reduce the level of trading activity in the market for Most Home's common stock and may limit the ability of investors in this offering to sell Most Home's common stock in the secondary market.

The issuance of additional shares of common stock could cause the price of Most Home's common stock to decline.

As of December 9, 2004, Most Home has options, warrants and preferred stock outstanding, the exercise or conversion of which could result in the issuance of 8,896,309 additional shares of common stock.  To the extent these shares are issued, the percentage of common stock held by existing common stockholders will be reduced. In addition the exercise of any or all of the options or warrants might result in further dilution of the net tangible book value of the existing stockholders' shares. If the market price of Most Home's common stock is above the exercise price of an option or warrant the holders of the option or warrant may exercise the warrant or option, in which case Most Home would be required to sell its shares at below market prices, further diluting the interests of other shareholders.





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PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following sets forth certain information regarding sales of, and other transactions with respect to, our securities issued during the three months ended October 31, 2004.

On August 6, 2004 the Company issued 75,000 common shares from its 2004 Stock Bonus Plan to settle an outstanding liability to two staff.  The stock was previously issued under its 2000 Stock Bonus Plan and subsequently cancelled in November 2003 as described in Note 3(e) of the interim consolidated financial statements.

Transactions subsequent to the three months ended October 31, 2004:

On November 10, 2004, the Company issued 200,000 common shares at a deemed aggregate price of $50,000 from its 2004 Stock Bonus Plan pursuant to a consulting services agreement, as consideration for services provided or to be provided by the consultants.  The consultants were accredited investors pursuant to Regulation 506 under the Securities Act of 1933, as amended.  On November 26, 2004 we filed a registration statement on Form S-8 with the United States Securities and Exchange Commission (Commission File No. 333-120806) to register the said 200,000 common shares issued.

On November 10, 2004 the Company issued 40,000 common shares at a deemed price of $10,000 pursuant to a consulting services agreement, as consideration for services provided or to be provided by the consultant.  The consultant was an accredited investor pursuant to Regulation 506 under the Securities Act of 1933, as amended.

On December 2, 2004, the Company issued a total of 1,285,000 common shares pursuant to the exercise of warrants at an exercise price ranging from $0.15 to $0.40. Gross proceeds of $286,500 were received on November 30, 2004.   We issued the foregoing restricted stock pursuant to Section 4(2) of the Securities Act of 1933.



Item 3. Defaults upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions within the Company (the "Senior Officers").  The code of ethics is publicly available on our website at http://mosthome.com.  A copy of the code of ethics is filed with the SEC as Exhibit 14.1 of this Quarterly Report.  If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Senior Officers, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

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Item 6.  Exhibits

|Exhibit No. | Description of Exhibit                                                                                                                 
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------
|14.1        | Code of Ethics                                                                                                                         
|31.1        | Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                
|31.2        | Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                
|32          | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                       | MOST HOME CORP.                                                                                 
|---------------------- | ------------------------------------------------------------------------------------------------
|Date: December 9, 2004 | By:   /s/ Kenneth Galpin         Kenneth Galpin, 
         President and Chief Executive Officer
|                       | By:   /s/ Scott Munro         Scott Munro, 
         Treasurer and Principal Financial Officer  





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