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

Form 10-QSB

|ý | Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended October 31, 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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes q
   No ý

As of December 20, 2005 the Company had 24,909,084 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.

Transitional Small Business Disclosure Format (Check one):  Yes q
   No ý





1



















Interim Consolidated Financial Statements of



MOST HOME CORP.

(Expressed in U.S. Dollars)



Three months ended October 31, 2005

(Unaudited)



























2

MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                                | October 31, 2005
(unaudited)                     | July 31, 2005 (audited)                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------
|Assets                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  |                                                 
|Current assets:
  Cash
Accounts receivable, net of allowance of $4,637
    (July 31, 2005 - $4,637)
  Prepaid expenses                                                                                                                                                                                                                                                                                                          | $     3,138
179,817280,160                       | $            -
273,01659,964                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                | 463,115                                          | 332,980                                         
|Due from related parties (Note 4)                                                                                                                                                                                                                                                                                                                                                                                               | 24,795                                           | 23,930                                          
|Fixed assets (Note 5)                                                                                                                                                                                                                                                                                                                                                                                                           | 122,934                                          | 132,027                                         
|Website development and intangible assets (Note 6)                                                                                                                                                                                                                                                                                                                                                                              | 409,509                                          | 454,587                                         
|Goodwill (Note 7)                                                                                                                                                                                                                                                                                                                                                                                                               | 748,603                                          | 718,972                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                | $ 1,768,956                                      | $ 1,662,496                                     
|Liabilities and Stockholders' Equity                                                                                                                                                                                                                                                                                                                                                                                            |                                                 
|Current liabilities:
  Bank overdraft
  Accounts payable and accrued liabilities
  Due to related parties (Note 8)
Unearned revenue
  Current portion - long-term debt (Note 9)                                                                                                                                                                                                                                                 | $              -
1,047,155
61,361
270,30221,755  | $     30,217
891,468
-
270,04627,998            
|                                                                                                                                                                                                                                                                                                                                                                                                                                | 1,400,573                                        | 1,219,729                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                  |                                                 
|Stockholders' equity:
  Common stock, par value $0.001 per share 
   (Issued 22,574,750; July 31, 2005 - 21,721,416)
  Additional paid-in capital - common stock
  Series A preferred stock, par value $0.001 per 
    share (Issued - 1,871,559, July 31, 2005 -
    1,871,559)
  Additional paid-in capital - Series A preferred stock
  Deficit
  Accumulated other comprehensive income:
    Cumulative exchange adjustment | 22,574
4,503,307
1,872
313,954
(4,494,647)21,323 | 21,721
4,016,985
1,872
313,954
(3,948,281)36,516
|                                                                                                                                                                                                                                                                                                                                                                                                                                | 368,383                                          | 442,767                                         
|Going Concern (Note 1)                                                                                                                                                                                                                                                                                                                                                                                                          | $ 1,768,956                                      | $ 1,662,496                                     

See accompanying notes to consolidated financial statements.

3

MOST HOME CORP.

|                                                                                                                                                                                                                                                                                                                                                                                                                            | Three months ended October 31, 2005                                                                                  | Three months ended October 31, 2004                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|Revenue:
  Referral fees
  Membership dues
  ClientBuilder revenue
Wireless revenue
Miscellaneous revenue                                                                                                                                                                                                                                                                                                                   | $    220,785
138,321
31,486
32,8119,492
432,895                                                                      | $      372,843
134,838
18,828
-15,403
541,912                                                                
|Direct costs:
  Referral and license fees
  Credit card
  Telephone and communications
  Wages and benefits                                                                                                                                                                                                                                                                                                                 | 651
5,558
10,691208,757225,657                                                                                       | 3,267
3,488
13,717205,114225,586                                                                             
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                | 207,238                                                                                                              | 316,326                                                                                                      
|General and administrative expenses:
  Advertising and promotion
  Amortization - fixed assets
                 - intangibles
  Bank charges and interest
  Computer services
  Insurance and licensing
  Investor relations and marketing
  Maintenance and utilities
  Management fees
Office lease
  Office supplies
  Professional fees
  Telephone
  Travel
  Website development and maintenance
  Wages and benefits | 26,549
14,943
30,391
19,968
12,640
13,690
8,776
8,614
46,575
43,466
6,455
29,038
11,167
48,165
107,047326,120753,604 | 6,220
12,941
1,891
6,793
7,133
7,992
1,047
23,778
8,927
14,220
6,184
16,864
2,534
14,757
49,957161,448342,686
|Net loss for the period                                                                                                                                                                                                                                                                                                                                                                                                     | $ (546,366)                                                                                                          | $ (26,360)                                                                                                   
|Net loss per common share, basic and diluted                                                                                                                                                                                                                                                                                                                                                                                | $ (0.03)                                                                                                             | $ (0.00)                                                                                                     
|Weighted average common shares, basic and diluted                                                                                                                                                                                                                                                                                                                                                                           | 21,823,735                                                                                                           | 16,619,624                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                      |                                                                                                              

See accompanying notes to interim consolidated financial statements.







4

















































5



MOST HOME CORP.Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
Three months ended October 31, 2005 and 2004



|                                      | 2005                                                                  | 2004       
|------------------------------------- | --------------------------------------------------------------------- | -----------
|                                      |                                                                       |            
|Cash flows from operating activities: |                                                                       |            
|                                      | Loss for the year                                                     | $ (546,366)
|                                      | Items not involving cash:                                             |            
|                                      | Amortization                                                          | 45,334     
|                                      | Amortization of web site development costs                            | 14,687     
|                                      | Warrants issued for services                                          | 22,260     
|                                      | Changes in operating asset and liabilities:                           |            
|                                      | Accounts receivable                                                   | 93,199     
|                                      | Prepaid expenses                                                      | 7,544      
|                                      | Accounts payable and accrued liabilities                              | 155,687    
|                                      | Unearned revenue                                                      | 256        
|                                      | Other                                                                 | (4,796)    
|                                      | Net cash provided by (used in) operating activities                   | (212,195)  
|                                      |                                                                       |            
|Cash flows from investing activities: |                                                                       |            
|                                      | Purchase of fixed assets                                              | (16,247)   
|                                      | Acquisition costs                                                     | (29,631)   
|                                      | Web site development costs                                            | -          
|                                      | Net cash used in investing activities                                 | (45,878)   
|                                      |                                                                       |            
|Cash flows from financing activities: |                                                                       |            
|                                      | Net proceeds from issuances of and subscriptions for 
   common stock | 237,175    
|                                      | Increase (decrease) in bank overdraft                                 | (30,217)   
|                                      | Repayment of long term debt                                           | (6,243)    
|                                      | Increase in due from related party                                    | (865)      
|                                      | Repayment of advances to related party                                | -          
|                                      | Repayment of advances from related party                              |            
|                                      | Increase in due to related party                                      | 61,361     
|                                      | Net cash provided by financing activities                             | 261,211    
|                                      |                                                                       |            
|Increase in cash                      | $     3,138                                                           | -          
|Cash, beginning of period             | -                                                                     | -          
|                                      |                                                                       |            
|Cash, end of period                   | $3,138                                                                | $-         
|Supplementary disclosure:             |                                                                       |            
|                                      | Non-cash transactions:                                                |            
|                                      | Warrants issued to consultants                                        | $ 250,000  
|                                      | Stock issued to settle accounts payable                               | -          
|                                      | Interest paid                                                         | 11,981     
|                                      | Income taxes paid                                                     | -          



See accompanying notes to consolidated financial statements.







6

MOST HOME CORP.

Three months ended October 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 lead acquisition, response and management services to real estate brokers and agents across North America, along with website and wireless realty products.

On April 19, 2005, the Company's subsidiary, 604587 B.C. Ltd., changed its name to Most Home Management Ltd.  There were no active operations in this company for the period ended October 31, 2005.

On May 6, 2005, the Company formed Most Home Technologies Corp.  Its primary business is to provide lead acquisition and response services to real estate brokers across North America, along with website, customer management and wireless products.

On June 13, 2005, the Company acquired Executive Wireless, Inc. ("EWI") under a Share Exchange Agreement.   Executive Wireless, Inc. consists of a Canadian parent company and a US subsidiary under the same name (collectively "Executive Wireless").

On July 25, 2005, the Company incorporated Most Home Real Estate Services Inc.  Its primary business is to provide lead qualification and management services for real estate transactions through its affiliate ClientBuilder agreements.   There were no active operations in this company for the year ended July 31, 2005.

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 suffered recurring losses and negative cash flows from operations and at October 31, 2005 has an accumulated deficit of $4,494,647.  The Company does not have sufficient working capital to sustain operations until the end of the year ended July 31, 2006.  Additional debt or equity financing of approximately $750,000 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 sale of common stock and 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 October 31, 2006.

7

MOST HOME CORP.

Three months ended October 31, 2005
(Unaudited)





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., Most Home Technologies Corp., Executive Wireless, Inc., Most Home Management Ltd. (formerly 604587 British Columbia Ltd.), Most Home Real Estate Services Ltd. and AMRR.com, Inc.

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

(b)   Use of estimates:

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

(c)   Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and changes in stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Readers of these financial statements should read the annual audited financial statements of the Company filed on Form 10-KSB in conjunction herewith. Operating results for the three months ended October 31, 2005 are not necessarily indicative of the results that can be expected for the year ending July 31, 2006.

(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.

8

MOST HOME CORP.

Three months ended October 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 and pro forma earnings 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.

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



| |                                                                                                                    | Three months endedOctober 31, 2005 | Three months endedOctober 31, 2004
| | ------------------------------------------------------------------------------------------------------------------ | ---------------------------------- | ----------------------------------
| | Net loss, as reported                                                                                              | $  (546,366)                       | $  (26,360)                       
| | Employee stock-based compensation expenses included in net loss, net of related tax effects                        | -                                  | -                                 
| | Total stock-based compensation expense determined under fair value based method for all awards, net of tax effects | (120,000)                          | -                                 
| | Pro forma loss                                                                                                     | $  (666,366)                       | $  (26,360)                       
| | Pro forma loss per share, basic and diluted                                                                        | $       (0.03)                     | $            -                    

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



| |                                                         | Three months endedOctober 31, 2005 | Three months endedOctober 31, 2004
| | ------------------------------------------------------- | ---------------------------------- | ----------------------------------
| | Expected life of options                                | 2.0 years                          | -                                 
| | Expected stock price volatility                         | 196%                               | -                                 
| | Expected dividend yield                                 | 0%                                 | -                                 
| | Risk free interest rate                                 | 3.12%                              | -                                 
| | Average fair value of options granted during the period | $0.24                              | $-                                

9

MOST HOME CORP.

Three months ended October 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 three months ended October 31, 2005:

| | Date Granted                                                                                             | Number ofOptions Granted               | Weighted AverageExercise Price
| | -------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------
| | Balance, July 31, 2005
Issued:
September 27, 2005
Exercises:
September 7, 2005
Balance, October 31, 2005 | 4,977,000

500,000

(20,000)
5,457,000 | $0.37

0.35

(0.20)
$0.37     

(b) 	Continued:

All outstanding options are exercisable at October 31, 2005.

Options outstanding at October 31, 2005 are as follows:

| | Number of Shares                                              | Expiry Date | Exercise Price                                                                  
| | ------------------------------------------------------------- | ----------- | --------------------------------------------------------------------------------
| | 1,594,000
     300,000
1,263,000
  1,800,000
500,0005,457,000 |             | August 1, 2006
August 1, 2006
November 5, 2006
November 16, 2007
August 16, 2009









10

MOST HOME CORP.

Three months ended October 31, 2005
(Unaudited)





3.   Capital stock (continued):

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

| | Date Granted                                                                                                   | Number ofWarrants Granted                       | Weighted AverageExercise Price
| | -------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------
| | Balance, July 31, 2005
Expired:August 28, 2005Issued:August 29, 2005
October 21, 2005Balance, October 31, 2005 | 1,967,751

(625,000)

625,000
416,667
2,384,418 | $0.47

(0.15)

0.20
0.33
$0.46

Warrants issued August 29, 2005 are in respect to a two-year consulting contract.  The related expenditure will be recognized over the term of the contract.

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

| | Number of shares                                                 | Exercise Price | Expiry Date                         
| | ---------------------------------------------------------------- | -------------- | ------------------------------------
| | 36,750
  300,000
    10,750
    995,251
625,000
416,6672,384,418 |                | $0.40
$0.324
$0.99
$0.70
$0.20
$0.33

11

MOST HOME CORP.

Three months ended October 31, 2005
(Unaudited)





Capital stock (continued):

(d)	Shares issuances:

During the three month period ended October 31, 2005, the following shares were issued:

On October 21, 2005, the Company received gross proceeds of $250,000 for 833,334 units to an accredited investor at $0.30 per unit.   Each unit consists of one common share and one half-warrant, expiring on October 20, 2008, with an exercise price of $0.33.  As part of this subscription, a total of $1,000,000 will be invested and 5% of monies received will be paid out as finders' fees.

On September 7, 2005, the Company received $4,000 for the exercise of 20,000 stock options at $0.20.

Subsequent to the three month period ended October 31, 2005, the following shares were issued:

On November 7, 2005 the Company received gross proceeds of $50,000 for 166,667 units to an accredited investor at $0.30 per unit.   Each unit consists of one common share and one half-warrant, expiring on November 6, 2008, with an exercise price of $0.33.

On November 28, 2005 Company received gross proceeds of $350,000 for 1,166,667 units to an accredited investor at $0.30 per unit.   Each unit consists of one common share and one half-warrant, expiring on November 27, 2008, with an exercise price of $0.33.  5% of monies received were paid out as finders' fees.

On December 6, 2005, the Company received $350 for the exercise of 1,000 stock options at $0.35.

On December 9, 2005 Company received gross proceeds of $300,000 for 1,000,000 units to an accredited investor at $0.30 per unit.   Each unit consists of one common share and one half-warrant, expiring on December 8, 2008, with an exercise price of $0.33. 5% of monies received were paid out as finders' fees

On December 22, 2005 Company received gross proceeds of $100,000 for 333,333 units to an accredited investor at $0.30 per unit.   Each unit consists of one common share and one half-warrant, expiring on December 21, 2008, with an exercise price of $0.33. 5% of monies received were paid out as finders' fees.  This is the final tranche as part of a $1,000,000 subscription agreement signed on October 17, 2005.

4.   Due from related parties:



| |                  | October 31, 2005(Unaudited) | July 31, 2005     
| | ---------------- | --------------------------- | ------------------
| | 612559 B.C. Ltd. | $24,795-$ 24,795            | $  23,930-$ 23,930

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 increase in amount due from 612559 is accumulated interest.

12

MOST HOME CORP.

Three months ended October 31, 2005
(Unaudited)





5.  Fixed assets:



| |                           | October 31, 2005 (unaudited) | July 31, 2005
| | ------------------------- | ---------------------------- | -------------
| | Cost:                     |                              |              
| | Computer hardware         | $  253,609                   | $  244,061   
| | Computer software         | 46,806                       | 44,966       
| | Leasehold improvements    | 60,853                       | 58,721       
| | Office equipment          | 97,641                       | 94,914       
| |                           | 458,909                      | 442,662      
| | Accumulated amortization: |                              |              
| | Computer hardware         | (182,750)                    | (166,698)    
| | Computer software         | (45,021)                     | (43,242)     
| | Leasehold improvements    | (50,738)                     | (47,789)     
| | Office equipment          | (57,466)                     | (52,906)     
| |                           | (335,975)                    | (310,635)    
| | Net book value            | $122,934                     | $  132,027   



6.    Website development and intangible assets:

| |                           | October 31, 2005 (unaudited) | July 31, 2005
| | ------------------------- | ---------------------------- | -------------
| | Cost:                     |                              |              
| | Website development       | $  590,474                   | $  590,474   
| | Trademark brand rights    | 37,823                       | 37,823       
| | Customers                 | 189,000                      | 189,000      
| | Technology                | 204,000                      | 204,000      
| |                           | 1,021,297                    | 1,021,297    
| | Accumulated amortization: |                              |              
| | Website development       | (539,119)                    | (524,432)    
| | Trademark brand rights    | (34,669)                     | (32,778)     
| | Customers                 | (21,000)                     | (5,250)      
| | Technology                | (17,000)                     | (4,250)      
| |                           | (611,788)                    | (566,710)    
| | Net book value            | $  409,509                   | $  454,587   



13

MOST HOME CORP.

Three months ended October 31, 2005
(Unaudited)





7.   Goodwill:

| |                           | October 31, 2005 (unaudited) | July 31, 2005
| | ------------------------- | ---------------------------- | -------------
| | Goodwill:                 |                              |              
| | Most Referred®            | $  996,082                   | $  996,082   
| | Executive Wireless        | 167,553                      | 137,922      
| |                           | 1,163,635                    | 1,134,004    
| | Accumulated amortization: |                              |              
| | Most Referred®            | 415,032                      | 415,032      
| | Executive Wireless        | -                            | -            
| | Net book value            | $  748,603                   | $  718,972   

Goodwill for Most Referred® originated from the acquisition on April 30, 2000, which was amortized to July 31, 2001.  No further amortized was recorded to July 31, 2005.  Goodwill for Executive Wireless originated from the acquisition of Executive Wireless, Inc. on June 13, 2005.  No amortization was recorded to July 31, 2005.

Goodwill is tested in accordance with SFAS 142, is not amortized and is only written down if impaired.  In estimating fair value of goodwill, management estimates their 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.  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.

Additional Goodwill of $29,631 was recognized in the current period for additional direct costs incurred relating to the acquisition of Executive Wireless, Inc., which have increased the aggregate purchase price.

8.   Due to related parties:



| |                     | October 31, 2005(Unaudited) | July 31, 2005              
| | ------------------- | --------------------------- | ---------------------------
| | George Shahnazarian | $61,361-$ 61,361            | $           --$           -

The amount due to George Shahnazarian bears interest at 10.0% and has no specified terms of repayment.  Mr. Shahnazarian is a director, corporate secretary and a shareholder of the Company.

9.   Long term debt:



| |                                                                                                                                                                                                                                                                                                                                       | October 31, 2005(Unaudited) | July 31, 2005
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | -------------
| | Term loan agreement payable Canadian dollars in monthly instalments of $1,888 ($CDN 2,300), including interest at lender prime plus 1.50% (5.75%
- October 31, 2005; 5.50% - July 31, 2004), secured by a General Security Agreement and $123,153 ($CDN 150,000) security pledge by each of 2 directors and an officer of the Company | $  21,755                   | $   27,998   
| | Less: current portion                                                                                                                                                                                                                                                                                                                 | (21,755)                    | (27,998)     

14

MOST HOME CORP.

Three months ended October 31, 2005
(Unaudited)





9.   Long term debt (continued):

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



| | Twelve months ending October 31, 2006 | $21,755 ($CDN 25,697)
| | ------------------------------------- | ---------------------



The Company also secured a Canadian dollar line of credit for its Most Referred® subsidiary which bears interest at lender prime plus 1.25% (6.25%
- October 31, 2005; 5.75% - July 31, 2005).  There was an outstanding balance of $42,330 ($50,000 CAD) [this is recorded in Most Referred but it's offset by Cash in Most Home.  If we had transferred everything to remove the LOC balance we had positive cash at 10/31] on the line of credit as of October 31, 2005 and nil as of July 31, 2005.

10.  Comparative figures:

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

15

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

Corporate History

The past eighteen months has seen significant changes occur in the real estate technology industry. Whereas, most of the business up to that point had been with progressive agents adopting technology and services, the brokerages which had been neglecting the benefits of technology began to wake up. Traditional brokerages and franchises began to see that third party lead generation portals such as Lending Tree, HomeGain and HouseValues were beginning use new technologies to team with real estate agents to the long term detriment of the traditional real estate brands. Brokerages therefore, have now taken specific steps to exercise control over listing display on the internet and advertising policies in order to grapple with the competitive threat to their business posed by the new lead generation portals. The result is that those firms supplying real estate technology and services to the industry have been forced to choose who they will align with going forward.

Most Home management believes that it is in the long term interest of the Company to align itself with the traditional brokerages. The primary reason for this is that the Company does not have the financial resources to compete against them. Secondarily, the core competencies of the Company align very strongly with the needs of the traditional brokerages and their large advertising programs.

In the past twelve months Most Home has moved to adapt to the changing market conditions that it faces. Our Most Referred subsidiary, which has been focused on selling services to agents for the past five years, now faces a plethora of competitors who are extremely well funded. It now competes with much larger online portals like Lending Tree, Realtor.com, House Values, Trader Publications, and HomeGain in the race to capture web leads for our agent customers. Most of these firms have entered into multi-million dollar advertising agreements offline with TV and online with search engines like Yahoo, MSN and AOL which are financially beyond our reach. In addition, many companies have arisen to offer simply web sites to realtors at prices that offer strong value propositions backed by significant advertising campaigns. What we are offering in Most Referred is a one stop web marketing solution that includes a website, search engine marketing (lead generation) and lead qualification. Without the advertising dollars to promote a one-stop solution, we have found our customers focusing on how many leads they get from us rather than the total package. This situation has been further complicated by the changes occurring regularly at the search engines that have made it challenging to stay ahead in the search engine optimization game and the enormous amount of competition for top positioning in the search engine results. When we add in the increasing restrictions on access to listings along with the fact that the Most Referred model is restricted to working with only a very select few REALTORS®, it becomes hard to see how we can achieve the kind of growth expected by our shareholders through Most Referred alone.

In analyzing the changing marketplace, Most Home management realized that there was an opportunity to re-package our core competency in lead qualification capabilities and offer this service to brokerages rather than just agents. This is a space in the industry where the Company faces far less competition and where it has the opportunity to build barriers to entry against future competitors.

Over the past few years while individual agents and non-traditional participants like real estate portals had been moving aggressively to serve online consumers, traditional real estate brokerage brands had been slow to respond to consumers using the web. That intransigence had disappeared now that 75% of consumers were beginning their real estate search online. Traditional brokerage brands had awakened to the fact that their offices must be leaders on the web or face marginalization.

In November 2004 we moved to test the viability of this theory by hiring Jim Secord who was well known in the industry and able to open doors quickly with the US brokers. In early January we were asked to speak at a large industry conference in New York and we used the opportunity to present our thinking to the assembled broker owners. The result was very encouraging as many of these brokerage firms immediately responded. Specifically, it was requested by them that we move to providing our lead qualification and management services on a private label basis to the brokerage offices themselves. These firms stated their intention to greatly increase their web presence and go head to head with the portals in capturing consumers on the web. They felt they were well positioned to do this because of their existing strong brand awareness and large advertising budgets.

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

At the end of July 2005 we were invited to present our lead generation and management solution at the Inman Real Connect conference in San Francisco.  Over the next two days we met with twenty of the top real estate operations in the US and added them all to our pipeline. Since then we have followed up with these potential customers and entered into the exchange of formal proposals. Several of these firms have now received draft contracts from us and are expected to complete deals with us in the coming weeks and months.

Several large potential customers have also encouraged us to consider purchasing additional lead qualification capacity if this would be faster than building it from scratch.

Subject to available capital, the Company will also look to expand its business through the acquisition of operations that would enhance and complement our core competencies. We believe that this combined strategy of growth by organic means and acquisition represents the best opportunity to meet the growth objectives of the Company and its investors in fiscal 2006 and beyond.

Employees. As of December 20, 2005 the Company employed 53 people, including 8 contractors on a full-time basis; 8 of these employees are licensed REALTORS® or have real estate experience and 5 employees are currently enrolled in a REALTOR® licensing course.

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 1.1864 for the three-months ended October 31, 2005 compared to 1.2822 for the three months ended October 31, 2004.  This represents an increase of approximately 8.1% for the three-months October 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.

Revenues and expenses

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

| |                                          | Three months endedOctober 31, 2005 | % of Sales | Three months endedOctober 31, 2004 | % of Sales
| | ---------------------------------------- | ---------------------------------- | ---------- | ---------------------------------- | ----------
| | Revenues:                                |                                    |            |                                    |           
| | Referrals                                | $  220,785                         | 51.0%      | $  372,843                         | 68.8%     
| | Membership, ClientBuilder
& wireless     | 202,618                            | 46.8%      | 153,666                            | 28.4%     
| | Other                                    | 9,492                              | 2.2%       | 15,403                             | 2.8%      
| |                                          | 432,896                            | 100.0%     | 541,912                            | 100.0%    
| |                                          |                                    |            |                                    |           
| | Gross Margin:                            | 207,238                            | 47.9%      | 316,326                            | 58.4%     
| |                                          |                                    |            |                                    |           
| | General and administrative  
   expenses | 753,604                            | 174.1%     | 342,686                            | 63.2%     
| | Loss                                     | $ (546,366)                        | (126.2%)   | $ (26,360)                         | (4.9%)    



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

Gross margin for the quarter ended October 31, 2005 was $207,238 compared to $316,326 for the comparable quarter ended October 31, 2004. The decrease in gross margin as a percentage of revenue for the three months ended October 31, 2005 is due to a decrease in referral revenues, the impacts of foreign exchange rates and the hiring of additional sales and support staff.  Changes in the sources of revenue of the Company influence the gross margin percentage. As a percentage of revenue, membership, ClientBuilder and wireless sales increased to 46.8% for the quarter ended October 31, 2005 compared to 28.4% for the quarter ended October 31, 2004.  The direct costs associated with referral revenues approximate 65% whereas the direct costs associated with membership and ClientBuilder revenues approximate 40%.  As the revenue mix changes, gross margins can be expected to fluctuate due to the relative nature and the extent of the revenue sources and the impact of foreign exchange rates.   Direct costs associated with referral revenues are fixed, so future decreases in referral revenue as a percentage of total revenues will contribute to further decreases in gross margin in future periods.

As a percentage of total revenue, referral fees decreased to 51.0% for the quarter ended October 31, 2005 from 68.8% for the quarter ended October 31, 2004. Gross margin on sales decreased in the three-month period ended October 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 continue to decrease in future periods.

The decline in referral revenues for the quarter ended October 31, 2005 was the result of continued impact from decreased Online leads. Lead generation is returning to historical levels of approximately 2,000, on average, 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 continue to increase its websites' rankings on these portals, but there can be no assurance of success. The Company has also taken steps to generate leads through third-parties in order to reduce its exposure to search engine uncertainty.

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 $753,604 during the current quarter compared to $342,686 for the quarter ended October 31, 2004.  This increase is due to hiring additional staff to meet demand, additional consulting expenses for business development and planning and an increase in the value of the Canadian dollar.  Advertising and promotions increased from $6,220 for the three months ended October 31, 2004 to $26,549 for the current quarter ended October 31, 2005 due to additional expenditures on trade shows, publications and Internet advertising.  Amortization of intangibles increase from $1,891 for the three months ended October 31, 2004 to $30,391 for the current quarter due to amortization of customers and technology relating to the EWI acquisition in June 2005.  Office lease increased from $23,778 for the three months ended October 31, 2004 to $43,466 for the current quarter due to additional office lease costs to close lease agreements for EWI.  Bank charges and interest increased from $6,793 for the three months ended October 31, 2004 to $19,968 for the three months ended October 31, 2005.  This increase is due to realized exchange losses (see Foreign Currency Impact).  Wages and benefits increased from $161,448 for the three months ended October 31, 2004 to $326,120 for the current quarter ended October 31, 2005.  This increase is due to hiring additional technical, development, support and administrative staff, along with general wages increases.  Investor relations and marketing increased to $8,776 for the three months ended October 31, 2005 from $1,047 for the three months ended October 31, 2004. This increase is due to the hiring of investor relations consultants to assist in investor communications and sourcing new capital for the Company.  Website development and maintenance increased from $49,957 for the three months ended October 31, 2004 to $107,047 for the three months ended October 31, 2005.  This increase is due to additional technical and development contractors to assist in expanding the Company's products, implementation for clients and systems upgrades.  Other increases in expenses for the three months ended October 31, 2005 over the three months ended October 31, 2004, were largely due to foreign exchange rate changes (see Foreign Currency Impact) in bank charges and interest and do not reflect increased expenditures.

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

Revenues and expenses (continued)

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



The Company tests for impairment of goodwill annually on October 31st.  The Company utilizes the market value of the Company as an indicator of the fair value of the reporting unit to measure impairment of enterprise level goodwill as the Company estimates as a single reporting unit.  An impairment loss, if any, will be reflected at such time that the Company believes goodwill has become impaired.  To October 31, 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 October 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.

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

Critical accounting policies (continued)

Goodwill is not amortized and is only written down if impaired.  In estimating fair value of goodwill, management estimates their 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.  To the extent that fair value is reduced in future periods, the Company may be required to record an impairment charge against the carrying value of the goodwill.

Liquidity and sources of capital

Working capital deficiency was $937,458 at October 31, 2005 compared to deficiency of $886,749 at July 31, 2005.



During the three month period ended October 31, 2005 Most Home's operations used $229,326 in cash and the Company spent $16,247 on the purchase of equipment. Cash required by Most Home during the three months ended October 31, 2005 was generated through capital raising activities, generating approximately $225,000 through the private sale of stock during the three months ended October 31, 2005.  In addition, in October 2005, a director and shareholder loaned approximately $61,000 to the Company.

Remaining commitments on the Company's term loan are approximately $1,947($CDN 2,300) per month, or a total of approximately $23,364, including principal and interest, up to and including October 31, 2006.

Management anticipates that cash flow requirements for the twelve months ended October 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 October 31, 2006 are as follows:



|General and administrative expenses | $      
     -
|----------------------------------- | --------------
|Advertising and promotions          | 250,000       
|Product development                 | 200,000       
|Debt and liability reduction        | 300,000       
|                                    | $ 750,000     

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

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 begins 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 $546,366 for the three months ended October 31, 2005.  Most Home incurred a net loss of $1,560,546 for the year ended July 31, 2005 and incurred a net loss of $148,718 for the year ended July 31, 2004. The Company's deficit as of October 31, 2005 is $4,494,647.  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, 2005 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.

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.

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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.

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.

23



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

As of December 20, 2005, Most Home has options, warrants and preferred stock outstanding, the exercise or conversion of which could result in the issuance of 10,378,643 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.

24





PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

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

On October 21, 2005, the Company sold 833,334 common shares to a shareholder who is an accredited investor for gross proceeds of $237,500. A 5% commission was paid in connection with the private placement transactions.  No general solicitation or general advertising was conducted in connection with the sales of the shares.  The Company relied upon the exemption provided by Regulation 506 of Regulation D and Section 4(2) of the Securities Act of 1933 with respect to the sale of the securities referred to above.  The securities were issued as "restricted securities" and were endorsed with a restrictive legend confirming that the securities could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Act.

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                                                                                 
|----------- | -------------------------------------------------------------------------------------------------------
|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
|32.1        | Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    
|32.2        | Certifications of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



25



SIGNATURES

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

|                        | MOST HOME CORP.                                                                                  
|----------------------- | -------------------------------------------------------------------------------------------------
|Date: December 21, 2005 | By:    /s/ Kenneth Galpin         Kenneth Galpin, 
         President and Chief Executive Officer
|                        | By:    /s/ Scott Munro         Scott Munro, 
         Treasurer and Principal Financial Officer  

26