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 April 30, 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 June 14, 2004 the Company had 16,594,515 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)



Nine months ended April 30, 2004

(Unaudited)





















2



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MOST HOME CORP.

Interim Consolidated Balance Sheet
(Expressed in U.S. Dollars)
April 30, 2004 and July 31, 2003

|                                                                                                                                                                                                                                                                                                                                                                                                                                 | April 30, 2004(Unaudited)                          | July 31, 2003                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------
|Assets                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                    |                                                   
|Current assets:
  Cash
  Accounts receivable, net of allowance of $1,766
    (July 31, 2003 - $6,027)
  Prepaid expenses
  Security deposits                                                                                                                                                                                                                                                                                     | $     16,953
61,038
23,125-                        | $      3,278
75,755
20,27116,659                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | 101,116                                            | 115,963                                           
|Due from related parties (Note 4)                                                                                                                                                                                                                                                                                                                                                                                                | 115,547                                            | 108,626                                           
|Fixed assets (Note 7)                                                                                                                                                                                                                                                                                                                                                                                                            | 152,182                                            | 117,497                                           
|Website development and intangible assets (Note 5)                                                                                                                                                                                                                                                                                                                                                                               | 138,979                                            | 178,921                                           
|Goodwill (Note 6)                                                                                                                                                                                                                                                                                                                                                                                                                | 581,050                                            | 581,050                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ 1,088,874                                        | $1,102,057                                        
|Liabilities and Stockholders' Equity                                                                                                                                                                                                                                                                                                                                                                                             |                                                   
|Current liabilities:
  Accounts payable and accrued liabilities
  Unearned revenue
  Current portion - long term debt (Note 9)
  Payable to related parties (Note 8)                                                                                                                                                                                                                                                             | $    324,448
249,572
18,0321,363                   | $   382,036
204,567
-54,471                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | 593,415                                            | 641,074                                           
|Long term debt (Note 9)                                                                                                                                                                                                                                                                                                                                                                                                          | 28,063                                             | -                                                 
|Stockholders' equity:
  Common stock, par value $0.001 per share 
   (Issued 16,594,515; July 31, 2003 - 15,992,848)
  Additional paid-in capital - common stock
  Series A preferred stock, par value $0.001 per 
    share (Issued - 2,871,559, July 31, 2003 -
    2,871,559)
  Additional paid-in capital - Series A preferred stock
  Deficit
  Accumulative other comprehensive income:
    Cumulative exchange adjustment | 16,595
2,412,290
2,872
481,704
(2,409,526)(36,539) | 15,993
2,223,192
2,872
481,704
(2,239,017)(23,761)
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | 467,396                                            | 460,983                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ 1,088,874                                        | $  1,102,057                                      

See accompanying notes to interim consolidated financial statements.

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MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Three months ended April 30, 2004                                                                               | Three months ended April 30, 2003                                                                                | Nine months ended April 30, 2004                                                                                             | Nine months ended April 30, 2003                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------
|Revenue:
  Referral fees
  Membership dues
  ClientBuilder revenue
  Miscellaneous revenue                                                                                                                                                                                                                                                                                                                                                                  | $  367,828
110,397
42,3275,599
526,151                                                                          | $  191,181
100,179
13,5376,005
310,902                                                                           | $  972,534
340,453
102,78223,666
1,439,435                                                                                   | $  609,907
265,966
17,8368,483
902,192                                                                                   
|Direct costs:
  Referral and license fees
  Credit card
  Telephone and communications
  Wages and benefits                                                                                                                                                                                                                                                                                                                                                 | 1,810
4,283
9,448189,822
205,363                                                                                | -
1,961
5,850119,667
127,478                                                                                     | 11,969
12,646
36,689531,874
593,178                                                                                          | -
7,735
22,735311,708
342,178                                                                                            
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                | 320,788                                                                                                         | 183,424                                                                                                          | 846,257                                                                                                                      | 560,014                                                                                                                  
|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 | 411
9,173
1,891
9,833
5,285
11,647
7,662
28,924
5,760
4,724
7,735
7,625
2,398
2,869
25,866
53,934176,260361,997 | 3,929
3,128
1,891
20,903
3,575
4,975
5,466
11,393
8,966
16,449
1,466
16,500
536
2,455
4,430
29,153131,052266,267 | 3,326
27,557
5,673
22,063
12,663
18,734
12,052
64,353
19,177
44,667
17,481
49,402
4,041
7,566
52,184
147,782508,0451,016,766 | 4,318
22,117
5,673
24,952
12,167
12,574
26,912
29,926
19,880
55,573
9,666
138,500
3,995
7,180
33,465
81,645305,341793,884
|Net loss for the period                                                                                                                                                                                                                                                                                                                                                                                                                                     | $ (41,209)                                                                                                      | $ (82,843)                                                                                                       | $ (170,509)                                                                                                                  | $ (233,870)                                                                                                              
|Net loss per common share, basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                | $ (0.00)                                                                                                        | $ (0.00)                                                                                                         | $ (0.01)                                                                                                                     | $ (0.01)                                                                                                                 
|Weighted average common shares, basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                           | 19,466,074                                                                                                      | 18,765,081                                                                                                       | 19,114,713                                                                                                                   | 18,125,750                                                                                                               

See accompanying notes to interim consolidated financial statements.

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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 Comprehen-sive Income | AccumulatedDeficit | Total Share-holders' Equity
|----------------------------------------------------------------------------------- | ------------ | ----------------------------------------- | ------------------------ | ----------------------------------------------------- | --------------------------------------- | ------------------ | ---------------------------
|                                                                                    | Shares       | Amount                                    | Shares                   | Amount                                               
|Balance, July 31, 2003                                                              | 15,992,848   | $ 15,993                                  | $ 2,223,192              | 2,871,559                                             | $ 2,872                                 | $ 481,704          | $ (23,761)                 
|Common stock issued on October 8, 2003 for exercise of warrants at $0.30 per share  | 116,667      | 117                                       | 34,883                   | -                                                     | -                                       | -                  | -                          
|Common stock issued on December 10, 2003 for exercise of options at $0.25 per share | 560,000      | 560                                       | 139,440                  | -                                                     | -                                       | -                  | -                          
|Common stock cancelled on November 21, 2003 (Note 3(e))                             | (75,000)     | (75)                                      | 75                       | -                                                     | -                                       | -                  | -                          
|Warrants issued pursuant to license agreement on December 31, 2003                  | -            | -                                         | 14,700                   | -                                                     | -                                       | -                  | -                          
|Comprehensive loss:
 Translation adjustment 
 Loss for the period                   | --           | --                                        | --                       | --                                                    | --                                      | --                 | (12,778)-                  
|                                                                                    |              |                                           |                          |                                                       |                                         |                    | (12,778)                   
|Balance, April 30, 2004                                                             | 16,594,515   | $ 16,595                                  | $ 2,412,290              | 2,871,559                                             | $ 2,872                                 | $ 481,704          | $ (36,539)                 



See accompanying notes to interim consolidated financial statements

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MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Nine months ended April 30, 2004                                          | Nine months ended April 30, 2003                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|Cash flows from operating activities:
  Loss for the period
  Items not involving cash:
    Amortization
    Amortization of web site development costs
    Stock-based compensation
    Warrants issued for services
  Changes in operating asset and liabilities:
    Accounts receivable
    Prepaid expenses
    Security deposits 
    Accounts payable and accrued liabilities
    Unearned revenue
    Other, including unrealized foreign exchange | $  (170,509)
33,230
98,455
--14,717
(2,854)
16,659
(57,588)
45,005(4,999) | $  (233,870)
27,790
47,083
2,422
50,000
(210)
127
(1,573)
(36,433)
51,672(40,758)
|Net cash used in operating activities                                                                                                                                                                                                                                                                                                                                                                                                                      | (27,884)                                                                  | (133,751)                                                                        
|Cash flows from investing activities:
   Acquisition of fixed assets
   Web site development                                                                                                                                                                                                                                                                                                                                                               | (62,242)(64,186)                                                          | (49,042)(90,905)                                                                 
|Net cash used in investing activities                                                                                                                                                                                                                                                                                                                                                                                                                      | (126,428)                                                                 | (139,947)                                                                        
|Cash flows from financing activities:
   Net proceeds from issuances of and 
     subscriptions for common stock
   Net proceeds from exercise of stock options
   Increase in long-term debt
Repayment of long-term debt
   Advances from related parties
   Repayment of advances to related parties                                                                                                                                                     | -
140,000
54,741
(8,646)
1,363(19,471)                                    | 297,800
-
-
(1,219)
8,807(29,600)                                                
|Net cash provided by financing activities                                                                                                                                                                                                                                                                                                                                                                                                                  | 167,987                                                                   | 275,788                                                                          
|Increase in cash                                                                                                                                                                                                                                                                                                                                                                                                                                           | 13,675                                                                    | 2,090                                                                            
|Cash, beginning of period                                                                                                                                                                                                                                                                                                                                                                                                                                  | 3,278                                                                     | -                                                                                
|Cash, end of period                                                                                                                                                                                                                                                                                                                                                                                                                                        | $  16,953                                                                 | $    2,090                                                                       
|Supplementary cash flow information:
   Interest paid
   Taxes paid
   Non-cash activities:
      Stock issued to settle accounts payable
      Warrants issued for contracted services
      Payable to related party settled upon exercise of warrants                                                                                                                                                                                                   | $  12,135
$           -
$           -
$  14,700
$  35,000                 | $    7,153
$           -
$  84,458
$          -
$          -                     

See accompanying notes to interim consolidated financial statements.

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MOST HOME CORP.



1.  General 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.

The Company's Most Referred.com® (stylized) trademark was registered in Canada on November 13, 2003 for use on real estate services, including referral of real estate agents to potential clients moving into an area. The trademark is renewable in 2019.

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.

Operations to date have primarily been financed through the issuance of common and preferred stock. The Company suffered recurring losses from operations and negative cash flows from operations and at April 30, 2004 has an accumulated deficit of $2,409,526.

The Company does not have sufficient working capital to sustain operations until April 30, 2005. Additional debt or equity financing of approximately $150,000 will be required 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 $150,000 in additional financing through one or more private placements of the Company's common or preferred stock.  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.



7



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MOST HOME CORP.



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 nine months ended April 30, 2004 are not necessarily indicative of the results that can be expected for the year ending July 31, 2004.

(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.



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 as the services are provided and the securities are earned.

SFAS No. 148, Accounting for Stock Based Compensation - Transition and Disclosure, requires entities that continue to apply the provisions of APB Opinion No. 25 for transactions with employees to provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants as if the fair-value-based method defined in SFAS No. 123, Accounting for Stock Based Compensation had been applied to these transactions.

Pro forma net loss and pro forma net loss per share after consideration of fair market value of share options granted is as follows:

| |                                                                                                                                     | 3 months endedApril 30, 2004 | 9 months endedApril 30, 2004 | 3 months endedApril 30, 2003 | 9 months endedApril 30, 2003
| | ----------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ----------------------------
| | Net loss, as reported                                                                                                               | $ (41,209)                   | $  (170,509)                 | $  (82,843)                  | $  (233,870)                
| | Add: Stock-based employee compensation expense included in reported net loss, net of related tax effects                            | -                            | -                            | -                            | -                           
| | Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax effects | -                            | (366,270)                    | -                            | -                           
| | Pro forma loss                                                                                                                      | $ (41,209)                   | $ (536,779)                  | $  (129,300)                 | $  (117,158)                
| | Pro forma loss per share, basic and diluted                                                                                         | $     (0.00)                 | $       (0.03)               | $      (0.01)                | $      (0.01)               



The fair value of options granted to employees in the 3 months ended April 30, 2004 was Nil and for the 9 months ended April 30, 2004 was $0.29 per share.

9



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MOST HOME CORP.



2.   Significant accounting policies (continued):

The fair value of the options granted to employees was determined using an option pricing model with the following weighted average assumptions:

| |                                 | 3 months endedApril 30, 2004 | 9 months endedApril 30, 2004 | 3 months endedApril 30, 2003 | 9 months endedApril 30, 2003
| | ------------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ----------------------------
| |                                 |                              |                              |                              |                             
| | Expected life of options        | -                            | 2 years                      | -                            | -                           
| | Expected stock price volatility | -                            | 286%                         | -                            | -                           
| | Expected dividend yield         | -                            | 0%                           | -                            | -                           
| | Risk free interest rate         | -                            | 2.39%                        | -                            | -                           

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
| | ---------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Date Granted                     | Number ofOptions Granted | Weighted AverageExercise Price
| | -------------------------------- | ------------------------ | ------------------------------
| | Balance, July 31, 2003           | 3,184,000                | $0.25                         
| | Expired:
    August 1, 2003      | (524,000)                | $(0.43)                       
| | Issued:
    November 5, 2003     | 1,263,000                | $0.30                         
| | Exercised:
    December 10, 2003 | (560,000)                | $(0.25)                       
| | Balance, April 30, 2004          | 3,363,000                | $0.24                         

All outstanding options are exercisable at April 30, 2004.

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MOST HOME CORP.



3.   Capital stock (continued):

Options outstanding at April 30, 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 | $0.20
$0.25
$0.30

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

| | Date Granted                                                                               | Number ofWarrants Granted    | Weighted AverageExercise Price
| | ------------------------------------------------------------------------------------------ | ---------------------------- | ------------------------------
| | Balance, July 31, 2003                                                                     | 4,635,227                    | $0.25                         
| | Issued:
    December 31, 2003
Expired:
    October 19, 2003
Exercised:
    October 8, 2003 | 36,750
(1,783,560)
(116,667) | $0.40
($0.30)
($0.30)         
| | Balance, April 30, 2004                                                                    | 2,771,750                    | $0.22                         

As of April 30, 2004 the Company had outstanding warrants for the purchase of common shares as follows:

| | Number of shares                                               | Exercise Price                       | Expiry Date                                                                                    
| | -------------------------------------------------------------- | ------------------------------------ | -----------------------------------------------------------------------------------------------
| | 150,000   
375,000
   375,000
1,535,000
36,750300,0002,771,750 | $0.25
$0.25
$0.40
$0.15
$0.40
$0.324 | May 28, 2004
July 12, 2004  
March 20, 2005 
August 28, 2005
December 31, 2006
January 28, 2007

(d)  Share Issuances and shares to be issued:

On October 8, 2003 the Company issued 116,667 common shares upon the exercise of 116,667 warrants at $0.30 each.  The exercise price of the 116,667 warrants of $35,000 was paid by settlement of  an outstanding shareholder loan of $35,000 to the Company.

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MOST HOME CORP.



3.   Capital stock (continued):

(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.  The Company has implemented additional internal procedures to ensure that this type of error will not occur in the future. On April 26, 2004, the shareholders of the Company approved a 2004 Stock Bonus Plan, which allows for up to 500,000 common shares to be issued to employees and directors.

4.   Due from related parties:

| |                                | April 30, 2004(Unaudited) | July 31, 2003           
| | ------------------------------ | ------------------------- | ------------------------
| | 612559 B.C. Ltd.
Bill Coughlin | $  22,20993,338$ 115,547  | $  17,33291,294$ 108,626

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

The amount due from Bill Coughlin is without interest, is repayable in Canadian dollars, has no specified terms of repayment and is unsecured. Mr. Coughlin is a shareholder and a former director of the Company.

The amount due from Mr. Coughlin arose due to Most Referred® funding certain expenditures pertaining to Mr. Coughlin prior to the purchase of Most Referred® and payment of certain personal expenses in 2001.  Pursuant to a verbal agreement between the Company and Mr. Coughlin, the amount due is to be repaid from proceeds received by Mr. Coughlin from sales of the Company's common shares in the open market.  At April 30, 2004 Mr. Coughlin held common shares having a market value in excess of the amount due.

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MOST HOME CORP.

5.   Website development and intangible assets:

| |                                                                          | April 30, 2004(Unaudited)  | July 31, 2003             
| | ------------------------------------------------------------------------ | -------------------------- | --------------------------
| | Cost:
  Website development
  Trademark brand rights                     | $ 472,97437,823
510,797    | $ 408,78837,823
446,611   
| | Accumulated amortization:
  Website development
  Trademark brand rights | (348,495)(23,323)(371,818) | (250,040)(17,650)(267,690)
| | Net book value                                                           | $ 138,979                  | $ 178,921                 

6.   Goodwill:

| |                          | April 30, 2004(Unaudited) | July 31, 2003
| | ------------------------ | ------------------------- | -------------
| | Cost                     | $ 996,085                 | $ 996,085    
| | Accumulated amortization | (415,035)                 | (415,035)    
| | Net book value           | $ 581,050                 | $ 581,050    



In accordance with SFAS 142, 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. An impairment loss, if any, will be reflected at such time that the Company believes goodwill has become impaired. The Company utilizes the market value of the Company as an indication of the fair value of its single reporting unit in the assessment of goodwill.



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MOST HOME CORP.



7.  Fixed assets:

| |                           | April 30, 2004(Unaudited) | July 31, 2003
| | ------------------------- | ------------------------- | -------------
| | Cost:                     |                           |              
| | Computer hardware         | $  154,015                | $  136,833   
| | Computer software         | 30,249                    | 28,930       
| | Leasehold improvements    | 42,488                    | 12,186       
| | Office equipment          | 72,567                    | 57,548       
| | Automotive                | 2,186                     | 2,136        
| |                           | 301,505                   | 237,633      
| | Accumulated amortization: |                           |              
| | Computer hardware         | (85,139)                  | (67,529)     
| | Computer software         | (28,767)                  | (25,893)     
| | Leasehold improvements    | (4,522)                   | (1,828)      
| | Office equipment          | (29,717)                  | (24,021)     
| | Automotive                | (1,178)                   | (865)        
| |                           | (149,323)                 | (120,136)    
| | Net book value            | $  152,182                | $  117,497   

8.  Payable to related parties:

| |                                                                                                                                                                                                                                                                                                                       | April 30, 2004(Unaudited)    | July 31 2003                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | -------------------------------
| | Simpson Strongtie Canada (formerly MGA Connectors Ltd.) ("SSC"), without interest 
  or specified terms of repayment, unsecured
Khachik Toomian, without interest or specific
  terms of repayment, unsecured
Due to Marketu Communications Ltd.
("Marketu"), without interest or fixed terms of repayment, unsecured | $       -
-
1,363
$    1,363 | $    19,471
35,000
-
$   54,471

An officer of the Company is also an officer of SSC.

Khachik Toomian is a shareholder of the Company, owning in excess of 10% of the issued and outstanding common shares.

Marketu is a shareholder of the Company through 612559 B.C. Ltd., which owns in excess of 10% of the issued and outstanding common shares.  Two directors and two officers of the Company are also directors and officers of Marketu.

14



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MOST HOME CORP.



9.   Long term debt:

| |                                                                                                                                                                                                                      | April 30, 2004(Unaudited) | July 31, 2003
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------
| | Term loan agreement payable in monthly instalments of $1,736, including interest at lender prime plus1.5% (5.5%), secured by a GSA and $115,000 security pledge by each of 2 directors and an officer of the Company | $  46,095                 | $          - 
| | Less: Current portion                                                                                                                                                                                                | 18,032                    | -            
| |                                                                                                                                                                                                                      | $  28,063                 | $          - 

The Company secured a $25,000 Canadian line of credit for its Most Referred® subsidiary.  The line of credit bears interest at lender prime plus 1.25% (5.25%).  There was no outstanding balance on the line of credit as of April 30, 2004.



10.  Comparative figures:

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













15



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

Overview

The Company was established in 1997 to connect real estate consumers with high quality real estate agents via the Internet. Today, through our products, over 75,000 consumers each month are being introduced to the services of some 5,000 agents in over 2,600 markets in the US and Canada.

The Company 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 generates two forms of revenue from the sale of its services. Firstly, it generates recurring annual revenues through the on-line rental of its service technologies by brokerages and agents. Secondly, it generates one-time referral fees from real estate transactions where it has participated in the transaction by qualifying the customer. These fees amount to 25% of one side of each transaction and average about $1,000 per transaction.

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 licensed call center; Connecting the qualified consumer with our customer; and Maintaining an online data management facility for our customer.

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

One of the distinguishing strengths of the Company is its real estate lead qualification center. The Company has become adept at hiring, training and licensing customer service personnel that can contact and qualify web leads in a cost effective fashion.



Operating Review

During the current period, management of Most Home Corp. sought specific direction from the Board of Directors, in relation to its business plans. After reviewing assessments of each of the market segments and product lines of the Company, it was agreed that the majority of the Company's resources be directed in the near term towards the further development of its Most Referred subsidiary. The rationale for this decision lay with an understanding that resources previously directed to the ClientBuilder product line have been effective in developing a strong product but that they are insufficient at present to market it well. Therefore, the Directors instructed management to look for ways to move the ClientBuilder product into the market via strategic alliances, or other arrangements, so as to allow Most Home to direct its human and financial resources towards improving Most Referred which has demonstrated strong growth in the past year.



In view of this, the Company has engaged in preliminary discussions with various parties within the real estate industry to establish a selling partnership for its ClientBuilder product line in the United States market. Management believes that discussions will lead to a strategic relationship being formed by Q1 of fiscal 2005.

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

Operating Review (continued)

Management's decision to focus on its referral business is reflected in the over 90% increase in referral fees generated by Most Referred in the current quarter over the same quarter in the prior year. Management believes that these results will continue to grow in the fourth quarter of fiscal 2004 and into the first quarter of fiscal 2005, as improvements to the Most Referred product line come on stream. These improvements will include new website designs and functionality along with enhancements to the marketing package provided to our member agents. Future interest rate uncertainty makes it difficult to project results beyond the first quarter of 2004 and benefits from implemented product changes could be mitigated by a down-turn in the real estate market should interest rates increase.



During the current quarter the Company was able to resolve the previously reported difficulties experienced with the Canadian Real Estate Association ("CREA") policy implementation for access to Canadian listings via mls.ca. The Company is pleased to report that the new policy with respect to linking to mls.ca is now in place.  The Company received written approval from CREA to access mls.ca on behalf of its clients effective at the end of June 2004, once CREA resolves technical issues.



The Company continues to work diligently to attract further investment capital to both significantly reduce the Company's working capital deficiency and provide capital for growth and expansion, although such investment is not reasonably assured.



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. The recent 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 monthly average exchange rate for the Canadian to U.S. dollar was 1.3333 for the quarter ended April 30, 2004 compared to 1.5881 for the quarter ended April 30, 2003. This represents an increase of 19.1%, on an average quarterly exchange rate basis, in the Company's expenses and cash disbursements over the quarter ended April 30, 2003. Management anticipates the Canadian dollar average exchange rate against the U.S. dollar will remain unchanged for the quarter ended July 31, 2004 and will have minimal impact on expenses and cash disbursements.

Revenues and expenses

Revenues for the three months ended April 30, 2004 were $526,151 compared to $310,902 for the prior year quarter ended April 30, 2003 and were $1,439,435 for the nine-month period ended April 30, 2004 compared to $902,192 for the prior year period ended April 30, 2003. Specific changes to revenue include referral revenues which increased by 92.4% to $367,828 for the three-month period ended April 30, 2004 from referral revenues of $191,181 for the three months ended April 30, 2003 and increased by 59.5% to $972,534 for the nine-month period ended April 30, 2004 from referral revenues of $609,907 for the nine-months ended April 30, 2003. This increase is due to the greater demand for the Company's referral services and further resources being allocated to providing and marketing this service. Membership revenues increased from $100,179 to $110,397 for the three-month period ended April 30, 2003 compared to the three-month period ended April 30, 2004, representing an increase of 10.2%. Membership revenues increased from $265,966 to $340,453 for the nine-month period ended April 30, 2003 compared to the nine-month period ended April 30, 2004, representing an increase of 28.0%. This increase is due to the Company's improved website and lead management products, in a highly competitive market, increasing sales of websites to real estate agents and REALTORS®. The Company remains focused on expanding the revenues from its websites and lead management products.

17



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

Revenues and expenses (continued)

The following tables shows revenues and margins for the nine-month period ended April 30, 2004 with comparative figures for the prior year:

| |                                          | Nine months endedApril 30, 2004 | % of Sales | Nine months endedApril 30, 2003 | % of Sales
| | ---------------------------------------- | ------------------------------- | ---------- | ------------------------------- | ----------
| | Revenues:                                |                                 |            |                                 |           
| | Referrals                                | $  972,534                      | 67.6%      | $  609,907                      | 67.6%     
| | Membership & ClientBuilder               | 443,235                         | 30.8%      | 283,802                         | 31.5%     
| | Other                                    | 23,666                          | 1.6%       | 8,483                           | 0.9%      
| |                                          | 1,439,435                       | 100.0%     | 902,192                         | 100.0%    
| |                                          |                                 |            |                                 |           
| | Gross Margin:                            | 846,257                         | 58.8%      | 560,014                         | 62.1%     
| |                                          |                                 |            |                                 |           
| | General and administrative  
   expenses | 1,016,766                       | 70.6%      | 793,884                         | 88.0%     
| | Loss                                     | $ (170,509)                     | (11.8)%    | $ (233,870)                     | (25.9)%   



The following tables shows revenues and margins for the three-month period ended April 30, 2004 with comparative figures for the prior year:

| |                                          | Three months endedApril 30, 2004 | % of Sales | Three months endedApril 30, 2003 | % of Sales
| | ---------------------------------------- | -------------------------------- | ---------- | -------------------------------- | ----------
| | Revenues:                                |                                  |            |                                  |           
| | Referrals                                | $  367,828                       | 69.9%      | $  191,181                       | 61.5%     
| | Membership & ClientBuilder               | 152,724                          | 29.0%      | 113,716                          | 36.6%     
| | Other                                    | 5,599                            | 1.1%       | 6,005                            | 1.9%      
| |                                          | 526,151                          | 100.0%     | 310,902                          | 100.0%    
| |                                          |                                  |            |                                  |           
| | Gross Margin:                            | 320,788                          | 61.0%      | 183,424                          | 59.0%     
| |                                          |                                  |            |                                  |           
| | General and administrative  
   expenses | 361,997                          | 68.8%      | 266,267                          | 85.6%     
| | Loss                                     | $ (41,209)                       | (7.8%)     | $ (82,843)                       | (26.6%)   



Gross margin for the quarter ended April 30, 2004 was $320,788 compared to $183,424 for the comparable quarter ended April 30, 2003. Gross margin for the nine months ended April 30, 2004 was $846,257 compared to $560,014 for the comparable nine months ended April 30, 2003. The decrease in gross margin as a percentage of revenue for the nine months ended April 30, 2004 is due to the impacts of foreign exchange rates and the hiring of additional sales and 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 29.0% for the quarter ended April 30, 2004 compared to 36.6% for the quarter ended April 30, 2003 and membership and ClientBuilder sales decreased by 0.7% to 30.8% for the nine months ended April 30, 2004 from 31.5% for the nine months ended April 30, 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.

18



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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 69.9% for the quarter ended April 30, 2004 from 61.5% for the quarter ended April 30, 2003 and referral fees remained unchanged at 67.6% for the nine months ended April 30, 2004 as compared to the nine months ended April 30, 2003. Gross margin on sales increased in the three-month period ended April 30, 2004 due to increased referrals as a percentage of revenue and the associated lower costs as compared to membership and ClientBuilder sales.

As membership and ClientBuilder sales continue to decrease as a percentage of gross revenues and referrals increase, gross margin will continue to increase in future periods. The Company is allocating resources to hire additional agent coordinators to increase its core referral business.

General and administrative expenses were $361,997 during the current quarter compared to $266,267 for the quarter ended April 30, 2003 and $1,016,766 during the current nine-month period compared to $793,884 for the nine months ended April 30, 2003.  This increase in expenses was due to hiring additional technical staff to develop and maintain the Company's website products and an increase in the value of the Canadian dollar (see Foreign Currency Impact).   Wages and benefits increased from $131,052 for the three-months ended April 30, 2003 to $176,260 for the current quarter ended April 30, 2004 and increased from $305,341 for the nine-months ended April 30, 2003 to $508,045 for the nine-months ended April 30, 2004. This increase is due to the completion of major website development in the current nine-month period, the hiring of additional technical and support staff and foreign currency impact. Management fees decreased from $138,500 for the nine months ended April 30, 2003 to $49,402 for the nine months ended April 30, 2004.  Management fees of $72,000 for the nine months ended April 30, 2003 are now included under wages and benefits for the comparable nine months ended April 30, 2004. Office lease increased from $11,393 for the three months ended April 30, 2003 to $28,924 for the three months ended April 30, 2004 and increased from $29,926 for the nine months ended April 30, 2003 to $64,353 for the nine months ended April 30, 2004.  This increase is due to the Company leasing additional office space for its operations.

During the three month period ended October 31, 2003 the Company has tested goodwill in accordance with SFAS 142 and determined that no impairment has occurred in the current fiscal year. 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. An impairment loss, if any, will be reflected at such time that the Company believes goodwill has become impaired. The Company utilizes the market value of the Company as an indication of the fair value of its single reporting unit in the assessment of goodwill. Intangibles, consisting of trademarks and brand name rights related to the purchase of AMRR and are recorded at cost and amortized over 60 months on a straight-line basis. During the three months ended April 30, 2004, $1,891 of amortization was recorded against intangible assets versus $1,891 for the three months ended April 30, 2003 and $5,673 of amortization was recorded against intangible assets for the nine months ended April 30, 2004 versus $5,673 for the nine months ended April 30, 2003.







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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 April 30, 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 and intangibles, management estimates their value at the reporting unit level. The fair value of goodwill and indefinite life intangibles 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 April 30, 2004 was $492,299 compared to $525,111 at July 31, 2003.

During the nine month period ended April 30, 2004 Most Home's operations used $27,884 in cash and the Company spent $126,428 on website development and the purchase of equipment. Cash required by Most Home during the nine months ended April 30, 2004 was generated from the exercise of Company stock options and through bank financing. The Company is attempting to obtain additional capital through the private sale of the Company's securities or from borrowings from private lenders and/or financial institutions. On November 1, 2004, with the assistance of two Directors and its Corporate Secretary who acted as Guarantors, the Company was able to secure a new banking facility for its Most Referred® subsidiary. This new facility includes an approx. $55,000 term loan to consolidate specific accounts payables and an operating line of credit of approx. $19,000 to provide the Company with needed cash flow flexibility.  Also included in this package was an extension of an additional $20,000 in credit towards its credit cards. As of April 30, 2004, the Company had repaid $8,646 in principle on the 3-year term loan.







20



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

Liquidity and sources of capital (continued)

Remaining commitments on the term loan are approximately $1,676 per month, or a total of approximately $50,280, 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.

The Company anticipates that cash flow requirements for the twelve months ended April 30, 2005 will be met by operations and through the exercise of outstanding stock options and warrants. Management anticipates cash flow needs are as follows:

|Debt and liability reduction | $150,000
|---------------------------- | --------











21



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

Recent Accounting Pronouncements

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.

FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FAS 46), as amended, applies for certain arrangements in the first fiscal year or interim period ending after December 15, 2003 and to all entities in the first fiscal year or interim period ending after December 15, 2004 to enterprises that hold a variable interest in variable interest entities created before February 1, 2003.

The adoption of SFAS No. 150, EITF 00-21 or FAS 46 did not have a material effect on the Company's financial results.



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.





22



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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 $41,209 for the three months ended April 30, 2004 and a net loss of $170,509 for the nine months ended April 30, 2004. Most Home incurred a net loss of $180,992 for the year ended July 31, 2003 and incurred a net loss of $867,521 for the year ended July 31, 2002. From the date of its formation through April 30, 2004, Most Home incurred net losses of $2,409,526. 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, 2003 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.



23



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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 was resolved with CREA 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 will resume in late June 2004 once technical revisions to the mls.ca system are in place.

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.



24



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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.

Most Home has options, warrants and preferred stock outstanding, the exercise or conversion of which could result in the issuance of 9,006,309 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.







25



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PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not engaged in any litigation, and the officers and directors presently know of no threatened or pending litigation in which it is contemplated that the Company will be made a party.

Item 2.  Changes in Securities

The following sets forth certain information regarding sales of, and other transactions with respect to, our securities issued during the nine months ended April 30, 2004, which sales and other transactions were not registered pursuant to the Securities Act of 1933. Unless otherwise indicated, no underwriters were involved in such transactions.

In October 2003, the Company issued 116,667 shares of the Company's common stock to a warrant holder in connection with the exercise of an outstanding warrant at an exercise price of $0.30 per share.  The issuance of these securities was exempt from the registration requirements of the Securities Act under Section 4(2).

On November 21, 2003 the Company cancelled 75,000 common shares originally issued under its Stock Bonus Plan.  See note 3(e).

In December 2003, the Company issued 560,000 shares of the Company's common stock for the exercise of stock options at an exercise price of $0.25 per share.  The securities were registered under a Registration Statement on Form S-8.

On December 31, 2003, the Company issued 36,750 common share purchase warrants. Each warrant entitles the warrant holder to purchase one common share at $0.40 per share.  The warrants were issued pursuant to the Web Services Package and Realty Services Agreement dated October 31, 2002, between the Company and Sutton Group Financial Services Ltd.  The issuance of these securities was exempt from the registration requirements of the Securities Act under Section 4(2).

Item 3. Defaults upon Senior Securities

None.

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

The Annual Meeting of Shareholders was held on April 26, 2004, at which time the shareholders approved the following:

|1. | To elect a Board of Directors to hold office until the next annual meeting or until their successors are elected and qualified:
|-- | -------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                
|   | Glenn Davies                                                                                                                   
|   | Kenneth Galpin                                                                                                                 
|   | Ken Landis                                                                                                                     
|   | Joy Tan                                                                                                                        
|   | David Woodcock                                                                                                                 

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|   | For                                                                  | Against    | Abstain | Broker non-vote
|-- | -------------------------------------------------------------------- | ---------- | ------- | ---------------
|2. | Ratification of the appointment of KPMG as our independent auditors. | 15,932,781 | 24,000  | 0              
|3. | Amendments to 2000 Incentive Stock Option Plan                       | 12,239,483 | 689,000 | 44,800         
|4. | 2004 Stock Bonus Plan                                                | 12,239,483 | 689,000 | 44,800         



Item 5.  Other Information.

None.



Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits.

|Exhibit No. | Description of Exhibit                                                                                                                                  
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1        | General Security Agreement granted by Most Referred Real Estate Agents Inc. to Royal Bank of Canada dated October 9, 2003.                              
|10.2        | Guarantee and Postponement of Claim granted by Most Home Corp. to Royal Bank of Canada, limited to the sum of CAD150,000 (approximately US$115,000).    
|10.3        | Guarantee and Postponement of Claim granted by Kenneth Landis to Royal Bank of Canada, limited to the sum of CAD150,000 (approximately US$115,000).     
|10.4        | Guarantee and Postponement of Claim granted by Kenneth Galpin to Royal Bank of Canada, limited to the sum of CAD150,000 (approximately US$115,000).     
|10.5        | Guarantee and Postponement of Claim granted by George Shahnazarian to Royal Bank of Canada, limited to the sum of CAD150,000 (approximately US$115,000).
|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                 



(b)   Reports on Form 8-K



The Company furnished a Current Report on Form 8-K dated March 24, 2004 to report the issuance of a press release announcing its financial results for the fiscal quarter ended January 31, 2004 and filed the press release as an exhibit to that report.

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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: June 14, 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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