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 January 31, 2005                     
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|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 March 11, 2005 the Company had 20,953,416 outstanding shares of Common Stock.  This amount excludes 1,871,559 shares of common stock issuable upon the conversion of 1,871,559 Series A Preferred shares.







1



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Interim Consolidated Financial Statements of



MOST HOME CORP.

(Expressed in U.S. Dollars)



Six months ended January 31, 2005

(Unaudited)

























2



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MOST HOME CORP.

Interim Consolidated Balance Sheet
(Expressed in U.S. Dollars)
January 31, 2005 and July 31, 2004

|                                                                                                                                                                                                                                                                                                                                                                                                                             | January 31, 2005(Unaudited)                        | July 31, 2004                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------
|Assets                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                    |                                                   
|Current assets:
  Cash  
  Accounts receivable, net of allowance of $1,642
    (July 31, 2004 - $1,822)
  Prepaid expenses                                                                                                                                                                                                                                                                                                   | $  681,451
90,083129,487
901,021                   | $-96,81329,256
126,069                            
|Due from related parties (Note 4)                                                                                                                                                                                                                                                                                                                                                                                            | 22,185                                             | 116,648                                           
|Fixed assets (Note 6)                                                                                                                                                                                                                                                                                                                                                                                                        | 130,200                                            | 136,525                                           
|Website development and intangible assets (Note 5)                                                                                                                                                                                                                                                                                                                                                                           | 126,306                                            | 128,978                                           
|Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                     | 581,050                                            | 581,050                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                             | $ 1,760,762                                        | $1,089,270                                        
|Liabilities and Stockholders' Equity                                                                                                                                                                                                                                                                                                                                                                                         |                                                   
|Current liabilities:
  Bank indebtedness
  Accounts payable and accrued liabilities
  Unearned revenue
  Long term debt (Note 8)
  Payable to related parties (Note 7)                                                                                                                                                                                                                                                       | $-273,717
264,237
35,98620,480                     | $    11,898
301,499
248,799
43,004-               
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 594,420                                            | 605,200                                           
|Stockholders' equity:
  Common stock, par value $0.001 per share 
   (Issued 20,827,216; July 31, 2004 - 16,594,515)
  Additional paid-in capital - common stock
  Series A preferred stock, par value $0.001 per 
    share (Issued - 1,871,559, July 31, 2004 - 2,871,559)
  Additional paid-in capital - Series A preferred stock
  Deficit
  Accumulative other comprehensive income:
    Cumulative exchange adjustment | 20,827
3,711,609
1,872
313,954
(2,847,589)(34,331) | 16,595
2,412,290
2,872
481,704
(2,387,735)(41,656)
|                                                                                                                                                                                                                                                                                                                                                                                                                             | 1,166,342                                          | 484,070                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                             | $ 1,760,762                                        | $  1,089,270                                      



See accompanying notes to interim consolidated financial statements.

3



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MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Three months ended January 31, 2005                                                                                        | Three months ended January 31, 2004                                                                                 | Six months ended January 31, 2005                                                                                               | Six months endedJanuary 31, 2004                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|Revenue:
  Referral fees
  Membership dues
  ClientBuilder revenue
  Miscellaneous revenue                                                                                                                                                                                                                                                                                                                                                                           | $    148,640
140,384
16,925(3,760)
302,189                                                                                 | $      262,680
111,682
30,8238,131
413,316                                                                          | $      521,483
275,222
35,75311,643
844,101                                                                                     | $      604,706
230,056
60,45518,067
913,284                                                                          
|Direct costs:
  Referral and license fees
  Credit card
  Telephone and communications
  Wages and benefits                                                                                                                                                                                                                                                                                                                                                          | 17,234
4,492
9,345225,978257,049                                                                                           | 3,046
5,065
17,251188,657214,019                                                                                    | 20,501
7,980
23,062431,092482,635                                                                                               | 10,159
8,363
27,241342,052387,815                                                                                    
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 45,140                                                                                                                     | 199,297                                                                                                             | 361,466                                                                                                                         | 525,469                                                                                                              
|General and administrative expenses:
  Advertising and promotion
  Amortization - fixed assets
                 - intangibles
  Bad debts
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 | 3,897
13,661
1,891
926
15,967
4,802
9,468
38,395
24,300
6,045
18,271
11,111
56,494
1,705
5,011
31,655
56,311178,724478,634 | 2,073
14,817
1,891-9,313
4,121
3,572
4,360
21,600
8,906
19,416
5,613
30,631
1,161
2,421
14,546
45,376197,642387,459 | 10,117
26,602
3,782
926
22,760
11,935
17,460
38,922
48,078
14,972
32,491
17,295
73,358
2,225
7,545
46,412
106,268340,172821,320 | 2,915
18,384
3,782-12,230
7,378
7,087
4,390
35,429
13,417
39,943
9,746
41,777
1,643
4,697
26,318
93,848331,785654,769
|Net loss for the period                                                                                                                                                                                                                                                                                                                                                                                                                                              | $ (433,494)                                                                                                                | $ (188,162)                                                                                                         | $ (459,854)                                                                                                                     | $ (129,300)                                                                                                          
|Net loss per common share, basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                         | $ (0.02)                                                                                                                   | $ (0.01)                                                                                                            | $ (0.02)                                                                                                                        | $ (0.01)                                                                                                             
|Weighted average common shares, basic and diluted                                                                                                                                                                                                                                                                                                                                                                                                                    | 19,846,110                                                                                                                 | 19,046,266                                                                                                          | 19,807,685                                                                                                                      | 18,966,357                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                            |                                                                                                                     |                                                                                                                                 |                                                                                                                      

See accompanying notes to interim consolidated financial statements.

4



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MOST HOME CORP.

|                                                                                                          | Common stock | Additional 
Paid-in Capital - common stock | Series A preferred stock | Additional Paid-in Capital - Series A preferred stock | Accumulated Other Comprehensive Income | AccumulatedDeficit | Total Share-holders' Equity
|--------------------------------------------------------------------------------------------------------- | ------------ | ------------------------------------------ | ------------------------ | ----------------------------------------------------- | -------------------------------------- | ------------------ | ---------------------------
|                                                                                                          | Shares       | Amount                                     | Shares                   | Amount                                               
|Balance, July 31, 2004                                                                                    | 16,594,515   | $ 16,595                                   | $ 2,412,290              | 2,871,559                                             | $ 2,872                                | $ 481,704          | $ (41,656)                 
|Common stock issued on August 6, 2004 for settlement of  prior stock cancellation                         | 75,000       | 75                                         | 19,425                   | -                                                     | -                                      | -                  | -                          
|Common stock issued from the 2004 Stock Bonus Plan on November 10, 2004 pursuant to consulting agreements | 200,000      | 200                                        | 49,800                   | -                                                     | -                                      | -                  | -                          
|Common stock issued on November 10, 2004 pursuant to a consulting agreement                               | 40,000       | 40                                         | 9,960                    | -                                                     | -                                      | -                  | -                          
|Common stock issued on November 19, 2004 for the exercise of stock options at $0.20                       | 25,000       | 25                                         | 4,975                    | -                                                     | -                                      | -                  | -                          
|Common stock issued on November 22, 2004 for the exercise of stock options at $0.25                       | 10,000       | 10                                         | 2,490                    | -                                                     | -                                      | -                  | -                          
|Common stock issued on December 2, 2004 for the exercise of warrants at $0.40                             | 375,000      | 375                                        | 149,625                  | -                                                     | -                                      | -                  | -                          
|Common stock issued on December 2, 2004 for the exercise of warrants at $0.15                             | 910,000      | 910                                        | 135,590                  | -                                                     | -                                      | -                  | -                          
|Common stock issued on December 9, 2004 for the exercise of stock options at $0.20                        | 65,000       | 65                                         | 12,935                   | -                                                     | -                                      | -                  | -                          



5



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|                                                                                                          | Common stock | Additional 
Paid-in Capital - common stock | Series A preferred stock | Additional Paid-in Capital - Series A preferred stock | Accumulated Other Comprehensive Income | AccumulatedDeficit | Total Share-holders' Equity
|--------------------------------------------------------------------------------------------------------- | ------------ | ------------------------------------------ | ------------------------ | ----------------------------------------------------- | -------------------------------------- | ------------------ | ---------------------------
|                                                                                                          | Shares       | Amount                                     | Shares                   | Amount                                               
|Common stock issued on December 14, 2004 for the exercise of stock options at $0.20                       | 20,000       | 20                                         | 3,980                    | -                                                     | -                                      | -                  | -                          
|Common stock issued from the 2004 Stock Bonus Plan on December 28, 2004 pursuant to consulting agreements | 200,000      | 200                                        | /49,800                  | -                                                     | -                                      | -                  | -                          
|Warrants issued pursuant to license agreement on December 31, 2004                                        | -            | -                                          | 10,643                   | -                                                     | -                                      | -                  | -                          
|Common stock issued on January 13, 2005 for the exercise of stock options at $0.25                        | 16,000       | 16                                         | 3,984                    | -                                                     | -                                      | -                  | -                          
|Common stock issued on January 13, 2005 for the exercise of stock options at $0.20                        | 25,000       | 25                                         | 4,975                    | -                                                     | -                                      | -                  | -                          
|Conversion of Series A preferred stock into common stock on January 25, 2005                              | 1,000,000    | 1,000                                      | 167,750                  | (1,000,000)                                           | (1,000)                                | (167,750)          | -                          
|Common stock issued on January 25, 2005 for the exercise of stock options at $0.20                        | 15,000       | 15                                         | 2,985                    | -                                                     | -                                      | -                  | -                          
|Common stock issued for cash on January 31, 2005, net of issuance costs of $17,000                        | 995,251      | 995                                        | 579,155                  | -                                                     | -                                      | -                  | -                          
|Common stock issued for cash on January 31, 2005                                                          | 261,450      | 261                                        | 91,247                   | -                                                     | -                                      | -                  | -                          
|Comprehensive loss:
 Translation adjustment 
 Loss for the period                                         | --           | --                                         | --                       | --                                                    | --                                     | --                 | 7,325-                     
|                                                                                                          |              |                                            |                          |                                                       |                                        |                    | 7,325                      
|Balance, January 31, 2005                                                                                 | 20,827,216   | $ 20,827                                   | $ 3,711,609              | 1,871,559                                             | $ 1,872                                | $ 313,954          | $ (34,331)                 

See accompanying notes to interim consolidated financial statements

6



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MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                                             | Six months ended January 31, 2005                                                | Six months ended January 31, 2004                                        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | -------------------------------------------------------------------------
|Cash flows from operating activities:
  Income (loss) for the period
  Items not involving cash:
    Amortization
    Amortization of web site development costs
  Shares issued for services
  Warrants issued for services
Unrealized foreign exchange
 Changes in operating assets and liabilities:
    Accounts receivable
    Prepaid expenses
    Security deposits 
    Accounts payable and accrued liabilities
    Unearned revenue | $   (459,854)
30,384
78,425
110,000
10,643
19,667
 6,730
(100,231)-(8,282)15,438 | $    (129,300)
22,166
69,862--(3,667)6,983
(1,703)
16,659
(104,469)71,803
|Net cash provided by operating activities                                                                                                                                                                                                                                                                                                                                                                                                    | (297,080)                                                                        | (51,676)                                                                 
|Cash flows from investing activities:
   Acquisition of fixed assets
   Web site development                                                                                                                                                                                                                                                                                                                                                 | (32,619)(79,535)                                                                 | (50,067)(55,859)                                                         
|Net cash used in investing activities                                                                                                                                                                                                                                                                                                                                                                                                        | (112,154)                                                                        | (105,926)                                                                
|Cash flows from financing activities:
   Increase (decrease) in bank indebtedness
   Net proceeds from issuances of and 
     subscriptions for common stock
   Net proceeds from exercise of warrants
   Net proceeds from exercise of stock options   
   Repayment of long-term debt
   Advances from related parties
   Increase in advances to related parties
   Repayment of advances to related parties                              | (11,898)
671,658
286,500
36,500
(7,018)
20,480
(1,687)96,150                     | 54,741---(4,400)1,251(19,471)-                                           
|Net cash provided by (used in) financing activities                                                                                                                                                                                                                                                                                                                                                                                          | 1,090,685                                                                        | 172,121                                                                  
|Increase in cash                                                                                                                                                                                                                                                                                                                                                                                                                             | 681,451                                                                          | 14,519                                                                   
|Cash, beginning of period                                                                                                                                                                                                                                                                                                                                                                                                                    | -                                                                                | 3,278                                                                    
|Cash, end of period                                                                                                                                                                                                                                                                                                                                                                                                                          | $681,451                                                                         | $    17,797                                                              
|Supplementary cash flow information:
   Interest paid
   Taxes paid
   Non-cash activities:
      Stock issued to settle accounts payable
      	Warrants issued pursuant to license agreement
   Common stock issued under consulting agreements
   Payable to related party settled upon exercise of warrants                                                                                                                              | $    13,656
$            -
$    19,500
$    10,643
$110,000$            -        | $      5,167
$            -
$-$-$-$   35,000                             

See accompanying notes to interim consolidated financial statements.

7



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---



1.   General and future operations:

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

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

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

Operations to date have primarily been financed through the issuance of common stock.  The Company has suffered recurring losses to January 31, 2005 and has an accumulated deficit of $2,847,589.  The Company does not have sufficient working capital to sustain operations for the twelve months ending January 31, 2005.  Additional debt or equity financing of approximately $900,000 will be required for this period and may not be available on reasonable terms.  If sufficient financing cannot be obtained, the Company may be required to reduce operating activities.

Management's intention is to generate sufficient financing through the exercise of outstanding stock options and warrants.  There can be no certainty whatsoever that such sources will provide additional cash in the twelve months ending January 31, 2006.



8



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



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2.  Significant accounting policies:

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

(a)   Consolidation:

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

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

(b)   Use of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods. Actual results could differ from these estimates.

(c)   Basis of presentation:

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

(d)   Net loss per share:

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Loss available to common shareholders is increased by dividends incurred on preferred stock 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.   For all periods presented, as outstanding options and warrants are anti-dilutive, basic and diluted loss per share is the same.



9



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---



2.   Significant accounting policies (continued):

(e)   Stock-based compensation:

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

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

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

The fair value of options granted to employees in the 3 and 6 months ended January 31, 2005 was $0.44 per share.  The fair value of options granted to employees in the 3 and 6 month periods ended January 31, 2004 was $0.29 per share.

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







10



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---



2.   Significant accounting policies (continued):

(e)   Stock-based compensation(continued):



| |                                                                                                                                     | 3 months endedJanuary 31, 2005 | 6 months endedJanuary 31, 2005 | 3 months endedJanuary 31, 2004 | 6 months endedJanuary 31, 2004
| | ----------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------ | ------------------------------ | ------------------------------
| | Net loss, as reported                                                                                                               | $ (433,494)                    | $ (459,854)                    | $ (188,162)                    | $  (129,300)                  
| | 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 | (792,000)                      | (792,000)                      | (366,270)                      | (366,270)                     
| | Pro forma loss                                                                                                                      | $ (1,225,494)                  | $  (1,251,854)                 | $   (554,432)                  | $  (495,570)                  
| | Pro forma loss per share, basic and diluted                                                                                         | $         (0.06)               | $          (0.06)              | $        (0.03)                | $       (0.03)                

Stock based compensation is calculated based upon the following weighted average assumptions:

| |                                 | 3 months endedJanuary 31, 2005 | 6 months endedJanuary 31, 2005 | 3 months endedJanuary 31, 2004 | 6 months endedJanuary 31, 2004
| | ------------------------------- | ------------------------------ | ------------------------------ | ------------------------------ | ------------------------------
| |                                 |                                |                                |                                |                               
| | Expected life of options        | 1.5 years                      | 1.5 years                      | 2 years                        | 2 years                       
| | Expected stock price volatility | 182%                           | 182%                           | 286%                           | 286%                          
| | Expected dividend yield         | 0%                             | 0%                             | 0%                             | 0%                            
| | Risk free interest rate         | 2.94%                          | 2.94%                          | 2.39%                          | 2.39%                         



11



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---

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 for the six months ended January 31, 2005:

| | Date Granted                                                                                                                                                                                   | Number ofOptions Granted                                                              | Weighted AverageExercise Price                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------
| | Balance, July 31, 2004
Issued:
November 16, 2004
Exercises:
November 19, 2004
November 22, 2004
December 9, 2004
December 14, 2004
January 13, 2005
January 25, 2005
Balance, January 31, 2005 | 3,363,000

1,800,000

(25,000)
(10,000)
(65,000)
(20,000)
(41,000)
(15,000)
4,987,000 | $0.24

0.60

(0.20)
(0.25)
(0.20)
(0.20)
(0.22)
(0.20)
$0.37





12



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---



3.   Capital stock (continued):

(b) Continued:

All outstanding options are exercisable at January 31, 2005.

Options outstanding at January 31, 2005 are as follows:

| | Number of Shares                                   | Expiry Date | Exercise Price                                                  
| | -------------------------------------------------- | ----------- | ----------------------------------------------------------------
| | 1,650,000
     274,000
1,263,0001,800,0004,987,000 |             | August 1, 2006
August 1, 2006
November 5, 2006
November 16, 2007

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

| | Date Granted                                                                                                        | Number ofWarrants Granted                        | Weighted AverageExercise Price
| | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------
| | Balance, July 31, 2004
Exercised:December 2, 2004Issued:December 31, 2004
January 31, 2005Balance, January 31, 2005 | 2,246,750

(1,285,000)

10,750
995,251
1,967,751 | $0.22

(0.22)

0.99
0.70
$0.46

As of January 31, 2005 the Company had outstanding warrants for the purchase of common shares as follows:

| | Number of shares                                    | Exercise Price | Expiry Date                   
| | --------------------------------------------------- | -------------- | ------------------------------
| | 625,000
36,750
  300,000
    10,750995,2511,967,751 |                | $0.15
$0.40
$0.324
$0.99
$0.70



13



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---

1. Capital stock (continued):

(d)	Shares issuances:

(i)	On August 6, 2004, 75,000 common shares were issued from the Company's 2004 Stock Bonus Plan to the two Bonus Share Recipients in replacement of shares previously cancelled on November 21, 2003.

(ii)	On November 10, 2004 the Company issued 200,000 common shares from its 2004 Stock Bonus Plan and issued 40,000 common shares from treasury to three consultants pursuant to consulting agreements dated October 18, 2004.  The fair value of the shares issued is $60,000 or $0.25 per share based on the market price of the Company's common stock at the date the consulting agreement was entered into.

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

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

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

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

(vii)	On December 14, 2004, the Company received gross proceeds of $4,000 and issued 20,000 common shares to a director for the exercise of 20,000 stock options exercisable at $0.20 per share.

(viii)	On December 28, 2004, the Company issued 200,000 common shares from its 2004 Stock Bonus Plan to two consultants pursuant to a consulting agreement dated October 18, 2004.  The fair value of the shares issued is $50,000 or $0.25 per share based on the market price of the Company's common stock at the date the consulting agreement was entered into.

(ix) 	On January 13, 2005, the Company received gross proceeds of $4,000 and issued 16,000 common shares to an employee for the exercise of 16,000 stock options exercisable at $0.25 per share.

(x) 	On January 13, 2005, the Company received gross proceeds of $5,000 and issued 25,000 common shares to a director for the exercise of 10,000 stock options exercisable at $0.25 per share.

(xi)	On January 25, 2005, the Company issued 1,000,000 common shares upon conversion of 1,000,000 preferred A shares in accordance with their original terms.  No additional proceeds were received upon conversion.

14



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



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3.  Capital stock (continued):

(xii)	On January 25, 2005, the Company received gross proceeds of $3,000 and issued 15,000 common shares to a director for the exercise of 15,000 stock options exercisable at $0.20.

(xiii)	On January 31, 2005, the Company issued 995,251 units, at $0.60 per unit, to nine private investors. Each unit consists of one common share and one whole warrant exercisable at $0.70 until January 31, 2007.  Gross proceeds of $597,150 were received on sale of these units.

(xiv)	On January 31, 2005, the Company issued 261,450 common shares to three individuals. Gross proceeds of $91,508 were received on sale of these shares.

(f)  Subsequent events:

(i)	On February 14, 2005, the Company received gross proceeds of $40,670 and issued 116,200 common shares to a director at $0.35 per share.

(ii)	On February 25, 2005, the Company received gross proceeds of $2,500 and issued 10,000 common shares to an employee for the exercise of 10,000 stock options exercisable at $0.25.

4.   Due from related parties:

| |                                | January 31, 2005(Unaudited) | July 31, 2004           
| | ------------------------------ | --------------------------- | ------------------------
| | 612559 B.C. Ltd.
Bill Coughlin | $ 22,185-$ 22,185           | $  20,49896,150$ 116,648

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

The amount due from Bill Coughlin (the "shareholder") is without interest. The amount due has no specified terms of repayment and is unsecured. The amount due from shareholder arose due to Most Referred® funding certain expenditures pertaining to the shareholder prior to the purchase of Most Referred® in fiscal 2000 and payment of certain personal expenses in 2001.  On January 25, 2005 the shareholder repaid the amount due in full.





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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



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5.   Website development and intangible assets:

| |                                                                          | January 31, 2005(Unaudited) | July 31, 2004             
| | ------------------------------------------------------------------------ | --------------------------- | --------------------------
| | Cost:
  Website development
  Trademark brand rights                     | $ 575,91937,823
613,742     | $ 496,38437,823
534,207   
| | Accumulated amortization:
  Website development
  Trademark brand rights | (458,440)(28,996)(487,436)  | (380,015)(25,214)(432,685)
| | Net book value                                                           | $ 126,306                   | $ 128,978                 



6.  Fixed assets:

| |                           | January 31, 2005(Unaudited) | July 31, 2004
| | ------------------------- | --------------------------- | -------------
| | Cost:                     |                             |              
| | Computer hardware         | $  184,179                  | $  163,671   
| | Computer software         | 33,105                      | 31,117       
| | Leasehold improvements    | 48,224                      | 44,263       
| | Office equipment          | 81,559                      | 75,558       
| | Automotive                | 2,417                       | 2,256        
| |                           | 349,484                     | 316,865      
| | Accumulated amortization: |                             |              
| | Computer hardware         | (113,353)                   | (95,975)     
| | Computer software         | (32,911)                    | (30,753)     
| | Leasehold improvements    | (30,818)                    | (18,443)     
| | Office equipment          | (40,641)                    | (33,852)     
| | Automotive                | (1,561)                     | (1,317)      
| |                           | (219,284)                   | (180,340)    
| | Net book value            | $  130,200                  | $  136,525   



16



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MOST HOME CORP.

Six months ended January 31, 2005
(Unaudited)



---

7.  Payable to related parties:

| |                     | January 31, 2005(Unaudited) | July 31 2004
| | ------------------- | --------------------------- | ------------
| | George Shahnazarian | $      20,480               | $-          

Mr. Shahnazarian is an officer and shareholder of the Company.  The amount due is repayable in Canadian dollars ($CDN 25,000 - January 31, 2005; $CDN nil - July 31, 2004) and is without interest or specific terms of repayment.  The amount was repaid to the shareholder in full on February 4, 2005.

8.   Long term debt:

| |                                                                                                                                                                                                                                                                                                                | January 31, 2005(Unaudited) | July 31, 2004
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | -------------
| | Term loan agreement payable Canadian dollars in monthly instalments of $1,888 ($CDN 2,300), including interest at lender prime plus 1.50% (5.75% - January 31, 2005; 5.50% - July 31, 2004), secured by a GSA and $123,153 ($CDN 150,000) security pledge by each of 2 directors and an officer of the Company | $  35,986                   | $   43,004   
| | Less: current portion                                                                                                                                                                                                                                                                                          | (35,986)                    | (43,004)     
| |                                                                                                                                                                                                                                                                                                                | $-                          | $         -  

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

| | Twelve months ending January 31, 2006 | $20,775 ($CDN 25,786)
| | ------------------------------------- | ---------------------
| | Twelve months ending January 31, 2007 | 15,211 ($CDN 18,880) 
| |                                       | $35,986              



The Company secured Canadian dollar line of credit for its Most Referred® subsidiary which bears interest at lender prime plus 1.25% (5.50% - January 31, 2005; 5.25% - July 31, 2004).  There was an outstanding balance of nil on the line of credit as of January 31, 2005 and nil as of July 31, 2004.

9.  Comparative figures:

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

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

Corporate History

The Company was established in 1997 with a vision to connect real estate consumers with high quality real estate agents via the Internet. Today, that vision is being realized as online consumers are introduced to the services of agents in over 2600 markets in the US and Canada. 
The realization of this vision gained momentum in September 2000, when the current management team assumed operational control and led a small group of investors who injected new growth capital into the business. In the four years since, Most Home has developed its technology to scale, confirmed a market for its services, established an initial customer base and built a capable 43 person staff.

Understanding the "House by Mouse" Industry

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

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

Market Opportunity

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

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

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

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

Business Strategy

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

18



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

Regulation

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

Employees. As of March 11, 2005 the Company employed 43 people on a full-time basis; 6 of these employees are licensed REALTORS® and 9 employees are on their REALTOR® licensing course currently.

Foreign Currency Impact

The Company currently derives approximately 90% of its revenues from U.S. sources and nearly 100% of its expenses from Canadian sources. Increases in the Canadian dollar have negatively impacted the Company's expenses and cash flows. The Bank of Canada (http://www.bankofcanada.ca) reports that the average exchange rate, based on monthly averages, for the Canadian to U.S. dollar was 1.2135 for the three-months ended January 31, 2005 compared to 1.3071 for the three months ended January 31, 2004 and 1.2478 for the six months ended January 31, 2005 compared to 1.3337 for the six months ended January 31, 2004.  This represents an increase of approximately 7.2% for the three-months and 6.4% for the six-months ended January 31, 2005, on an average period exchange rate basis, in the Company's expenses and cash disbursements. The Company does not currently engage in foreign currency hedging activities.





19



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

Revenues and expenses

The following tables shows revenues and margins for the six-month period ended January 31, 2005 with comparative figures for the prior year:

| |                                          | Six months endedJanuary 31, 2005 | % of Sales | Six months endedJanuary 31, 2004 | % ofSales
| | ---------------------------------------- | -------------------------------- | ---------- | -------------------------------- | ---------
| | Revenues:                                |                                  |            |                                  |          
| | Referrals                                | $  521,483                       | 61.8%      | $  604,706                       | 66.2%    
| | Membership & ClientBuilder               | 310,975                          | 36.8%      | 290,511                          | 31.8%    
| | Other                                    | 11,643                           | 1.4%       | 18,067                           | 2.0%     
| |                                          | 844,101                          | 100.0%     | 913,284                          | 100.0%   
| |                                          |                                  |            |                                  |          
| | Gross Margin:                            | 361,466                          | 42.8%      | 525,469                          | 57.5%    
| |                                          |                                  |            |                                  |          
| | General and administrative  
   expenses | 821,320                          | 97.3%      | 654,769                          | 71.7%    
| | Loss                                     | $ (459,854)                      | (54.5)%    | $ (129,300)                      | (14.2)%  



The following tables shows revenues and margins for the three-month period ended January 31, 2005 with comparative figures for the prior year:

| |                                          | Three months endedJanuary 31, 2005 | % of Sales | Three months endedJanuary 31, 2004 | % of Sales
| | ---------------------------------------- | ---------------------------------- | ---------- | ---------------------------------- | ----------
| | Revenues:                                |                                    |            |                                    |           
| | Referrals                                | $  148,640                         | 49.2%      | $  262,680                         | 63.6%     
| | Membership & ClientBuilder               | 157,309                            | 52.1%      | 142,505                            | 34.5%     
| | Other                                    | (3,760)                            | (1.3)%     | 8,131                              | 1.9%      
| |                                          | 302,189                            | 100.0%     | 413,316                            | 100.0%    
| |                                          |                                    |            |                                    |           
| | Gross Margin:                            | 45,140                             | 14.9%      | 199,297                            | 48.2%     
| |                                          |                                    |            |                                    |           
| | General and administrative  
   expenses | 478,634                            | 158.4%     | 387,459                            | 93.7%     
| | Loss                                     | $ (433,494)                        | (143.5%)   | $ (188,162)                        | (45.5%)   



Gross margin for the quarter ended January 31, 2005 was $45,140 compared to $199,297 for the comparable quarter ended January 31, 2004. Gross margin for the six months ended January 31, 2005 was $361,466 compared to $525,469 for the comparable six-months ended January 31, 2004. The decrease in gross margin as a percentage of revenue for the six months ended January 31, 2005 is due to a decrease in referral revenues and the impacts of foreign exchange rates.  Changes in the sources of revenue of the



20



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

Revenues and expenses (continued)

Company influence the gross margin percentage. As a percentage of revenue, membership and ClientBuilder sales increased to 52.1% for the quarter ended January 31, 2005 compared to 34.5% for the quarter ended January 31, 2004 and membership and ClientBuilder sales increased by 5.0% to 36.8% for the six months ended January 31, 2005 from 31.8% for the six months ended January 31, 2004. 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.

As a percentage of total revenue, referral fees decreased to 49.2% for the quarter ended January 31, 2005 from 63.6% for the quarter ended January 31, 2004 and referral fees decreased to 61.8% for the quarter ended January 31, 2005 from 66.2% for quarter ended January 31, 2004. Gross margin on sales decreased in the three-month period ended January 31, 2005 due to decreased referrals as a percentage of revenue and the associated higher costs as compared to membership and ClientBuilder sales.  Direct wages costs on referral revenues are salary based and not scaled to revenues. This may cause further decreases in gross margin should referral revenues decrease in future periods.

The decline in referral revenues for the quarter ended January 31, 2005 was the result of a significant drop from 2,000, on average, leads per day in prior periods, to around 900 leads per day generated through the Company's websites listed on Internet search engine portals.  Approximately 50% of the Company's leads have a direct correlation to the ranking of the Company's lead generating websites on Internet portals such as Google, Yahoo and Inktomi.  The Company is working to mitigate the lower than expected lead production and increase its websites' rankings on these portals, but there can be no assurance of success.  In January 2005, a search engine marketing firm was hired by the Company to help resolve this issue.  The Company has also taken steps to generate leads through third-parties in order to reduce its exposure to search engine uncertainty.  Since January 31, 2005, the Company has seen a recovery in some of its search engine portal listings, which has resulted in an approximately 30% recovery in leads from these sources.

As membership and ClientBuilder sales continue to increase as a percentage of gross revenues and referrals decrease, gross margin will be increased in future periods. Continued weakness in the Canadian dollar may decrease gross margin in future periods (see Foreign Currency Impact).

General and administrative expenses were $478,634 during the current quarter compared to $387,459 for the quarter ended January 31, 2004.  This increase is due to additional consulting expenses for business development and planning, hiring investor relations consultants and an increase in the value of the Canadian dollar (see Foreign Currency Impact).   Wages and benefits decreased from $197,642 for the three months ended January 31, 2004 to $178,724 for the current quarter ended January 31, 2005. Management fees increased from $30,631 for the three months ended January 31, 2004 to $56,494 for the three months ended January 31, 2005.  This increase is due to additional consulting expenses for business development and marketing of the Company's ClientBuilder products.  Investor relations increased from $4,360 for the three months ended January 31, 2004 to $38,395 for the three months ended January 31, 2005.  This increase is due to the Company hiring investor relations consultants.



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

21



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



The Company tests for impairment of goodwill annually on October 31st.  The Company utilizes the market value of the Company as an indicator of the fair value of the reporting unit to measure impairment of enterprise level goodwill as the Company estimates as a single reporting unit.  An impairment loss, if any, will be reflected at such time that the Company believes goodwill has become impaired.  To January 31, 2005, no goodwill impairment loss recognition has been required.

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 January 31, 2005, there are certain conditions that currently exist which raise substantial doubt about the validity of this assumption. While the Company anticipates raising additional private placement funds to remove the substantial doubt, these private placements are not assured. Failure to raise additional funds may result in the Company curtailing operations or writing assets and liabilities down to liquidation values, or both. Goodwill is not being amortized and is only written down if impaired. In estimating fair value of goodwill, management estimates its value at the reporting unit level. The fair value of goodwill will be impacted by general economic conditions, demand for the Company's services and other factors which are generally beyond the Company's control. To the extent that fair value is reduced in future periods, the Company may be required to record an impairment charge against the carrying value of the goodwill.

Liquidity and sources of capital

Working capital was $306,601 at January 31, 2005 compared to deficiency of $479,131 at July 31, 2004.



During the six month period ended January 31, 2005 Most Home's operations used $297,080 in cash and the Company spent $112,154 on website development and the purchase of equipment. Cash required by Most Home during the six months ended January 31, 2005 was generated through capital raising activities, generating approximately $994,000 through the private sale of stock and the exercise of warrants and stock options during the six months ended January 31, 2005.  In addition, on January 25, 2005 a shareholder of the Company repaid a $96,150 outstanding loan.

Subsequent to the three months ended January 31, 2005, on February 14, 2005, the Company received $40,600 for the private sale of Company's stock to a director of the Company.

Remaining commitments on the Company's term loan are approximately $1,889 ($CDN 2,300) per month, or a total of approximately $45,312, including principal and interest, up to and including January 31, 2007.

22



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

Liquidity and sources of capital (continued)

Management anticipates that cash flow requirements for the twelve months ended January 31, 2006 will be met through the exercise of outstanding stock options and warrants, private placements of stock and the repayment of amounts due from related parties.  There can be no assurance that any of these capital sources will provide the necessary cash flow to the Company for it to sustain operations.  Management anticipates cash flow needs for the twelve months ended January 31, 2005 are as follows:



|General and administration   | $ 200,000
|---------------------------- | ---------
|Advertising and promotions   | 500,000  
|Product development          | 150,000  
|Debt and liability reduction | 50,000   
|                             | $ 900,000



Recent Accounting Pronouncements

FASB Statement 123 (revised 2004), "Share-Based Payment ("Statement 123(R)").  Statement 123(R) addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments.  Statement 123(R) requires an entity to recognize the grant-date fair-value of stock options and other equity-based compensation issued to employees in the income statement.  The revised Statement eliminates an entity's ability to account for share-based compensation transaction issuing the intrinsic value method of accounting in APB Opinion No. 25, Accounting for Stock Issued to Employees, which was permitted under Statement 123, as originally issued.

The revised Statement requires entities to disclose information needed about the nature of the share-based payment transactions and the effects of those transactions on the financial statements.

Statement 123(R) is effective for the Company as of the beginning of the first interim or annual reporting period that beings after December 31, 2005.  Entities that adopt the fair-value-based method of accounting, rather than the minimum-value based method, must use either the modified perspective or the modified retrospective transition method.  Early adoption of this Statement for interim or annual periods for which financial statements or interim reports have not been issued is encouraged.  The Company is currently reviewing the potential implications of this statement upon adoption.

FASB Interpretation No. 46R Consolidation of Variable Interest Entities ("FAS 46R").  FAS 46R applies to the first fiscal year or interim period ending after December 15, 2004. FAS 46R can require the consolidation of interest in entities held through other than voting control. This Interpretation is to be applied prospectively.  The adoption of FAS 46R has not had, to date, 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.

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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 $433,494 for the three months and $459,854 for the six months ended January 31, 2005.  Most Home incurred a net loss of $148,718 for the year ended July 31, 2004 and incurred a net loss of $180,992 for the year ended July 31, 2003. The Company's deficit as of January 31, 2005 is $2,847,589.  Although management anticipates profitability in future periods, profitability cannot be assured and further losses may occur.

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

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

24



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

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

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

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

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

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

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

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

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

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

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

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

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

As of March 11, 2005, Most Home has options, warrants and preferred stock outstanding, the exercise or conversion of which could result in the issuance of 8,816,310 additional shares of common stock.  To the extent these shares are issued, the percentage of common stock held by existing common stockholders will be reduced. In addition the exercise of any or all of the options or warrants might result in further dilution of the net tangible book value of the existing stockholders' shares. If the market price of Most Home's common stock is above the exercise price of an option or warrant the holders of the option or warrant may exercise the warrant or option, in which case Most Home would be required to sell its shares at below market prices, further diluting the interests of other shareholders.





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PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

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

During the three months ended January 31, 2005, the Company did not sell equity securities that were either not registered under the Securities Act or not previously included in a Current Report on Form 8-K.



Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other Information

None



Item 6.  Exhibits

|Exhibit No. | Description of Exhibit                                                             
|----------- | -----------------------------------------------------------------------------------
|3.1(1)      | Articles of Incorporation                                                          
|3.2(2)      | Amendment to Articles of Incorporation effective June 27, 2000                     
|3.2(3)      | Amendment to Articles of Incorporation dated March 11, 2002                        
|3.3(1)      | Bylaws                                                                             
|3.4(4)      | Amended Bylaws dated February 15, 2002                                             
|3.5(5)      | Amended Bylaws dated November 21, 2003                                             
|4.1(6)      | Certificate of Designation of Series A Preferred Stock                             
|4.2(7)      | Certificate of Designation of Series B Preferred Stock                             
|4.3(4)      | Certificate of Designation of Series C Preferred Stock                             
|10.1(8)     | 2000 Incentive Stock Option Plan, as amended and restated effective April 26, 2004*
|10.2(9)     | Non-Qualified Stock Option Plan, as amended October 29, 2001*                      
|10.3(8)     | 2004 Stock Bonus Plan*                                                             
|10.4        | Amendment No. 1 to 2004 Stock Bonus Plan*                                          

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|Exhibit No. | Description of Exhibit                                                                                                                 
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------
|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

(1)    Incorporated by reference to Registration Statement on Form 10-SB dated January 20, 2000.

(2)   Incorporated by reference to Annual Report on Form 10-KSB for fiscal year ended July 31, 2000.

(3)    Incorporated by reference to Current Report on Form 8-K dated April 15, 2002.

(4)    Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended January 31, 2002.

(5)    Incorporated by reference to Quarterly Report on Form 10-QSB for the period ended October 31, 2003.

(6)    Incorporated by reference to Current Report on Form 8-K dated May 12, 2000.

(7)    Incorporated by reference to Current Report on Form 8-K dated October 26, 2001.

(8)    Incorporated by reference to Proxy Statement on Schedule 14A filed on March 25, 2004.

(9)    Incorporated by reference to Registration Statement 333-100704 on Form S-8.

*Indicates a management contract or compensatory plan or arrangement





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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: March 17, 2005 | By:   Kenneth Galpin         Kenneth Galpin, 
         President and Chief Executive Officer
|                     | By:   Scott Munro         Scott Munro, 
         Treasurer and Principal Financial Officer  



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