**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





**o ANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




**For
      the Fiscal Year Ended June 30, 2007**




**Commission
      File Number:   333-142856**





**1st
      HOME BUY & SELL LTD.**


(Name
      of
      Small Business Issuer in Its Charter)




**Nevada**
            
            **Applied
                For**(State
                or Other Jurisdiction
            
            IRS
                Employerof
                Incorporation or Organization)
            
            Identification
                Number




**14199
      – 32A Avenue, Surrey, BC CANADA V4P 3P4**


(Address
      and Telephone Number of Principal Executive Offices)




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class registered:
            Name
                of each exchange on which registered:**Common**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Common
                Stock, par value $0.001**
              (Title
                of class)




Indicate
      by check mark whether the registrant is a well-known seasoned issuer, as defined
      in Rule 405 of the Securities Act.    Yes   ̈    No  x





Indicate
        by check mark if the registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the Exchange
        Act.    x





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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.


Yeso Nox




*Table
          of Contents*
 1


Indicate
      by check mark whether the
      registrant is a shell company as defined in Rule 12b-2 of the Exchange
      Act.  Yeso Nox




Check
      if there is no disclosure of
      delinquent filers in response to Item 405 of Regulation S-B not contained in
      this form, and no disclosure will be contained, to the best of the registrant’s
      knowledge, in definitive proxy or information statements incorporated by
      reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
      Yeso Nox




Revenues
      for year ended June 30, 2007: $38,725




Number
      of
      shares of the registrant’s common stock outstanding as of October 19, 2007 was
      5,200,000.




Transitional
      Small Business Disclosure
      Format: Yeso Nox







DOCUMENTS
      INCORPORATED BY REFERENCE




**Form
      SB-1**




**Form
      10-QSB (for period ended March 31, 2007)**





*Table
            of Contents*
 2





**1st
      Home Buy &
Sell Ltd.**




**Table
      of Contents**




Forward-Looking
                Statements**PART
                I**
            PageItem
                1.
            Description
                of Business
            5The
                CompanyOur
                StrategyCompetitionTrademarksGovernment
                RegulationEmployeesAvailable
                InformationItem
                2.
            Properties
            21Item
                3.
            Legal
                Proceedings
            21Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            21**PART
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters
            22Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            23Item
                7.
            Financial
                Statements
            30Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            43Item
                8A.
            Controls
                and Procedures
            43Item
                8B.
            Other
                Information
            43**PART
                III**Item
                9.
            Directors,
                Executive Officers and Corporate Governance
            44Item
                10.
            Executive
                Compensation
            46Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            49Item
                12.
            Certain
                Relationships and Related Transactions
            50Item
                13.
            Exhibits
            50Item
                14.
            Principal
                Accountant Fees and Services
            50










*Table
            of Contents*
 3


**FORWARD-LOOKING
      STATEMENTS**




This
      Annual Report on Form 10-KSB contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”). These forward-looking statements are not
      historical facts but rather are based on current expectations, estimates and
      projections. We use words such as “anticipate,” “expect,” “intend,” “plan,”
“believe,” “foresee,” “estimate” and variations of these words and similar
      expressions to identify forward-looking statements. These statements are not
      guarantees of future performance and are subject to certain risks, uncertainties
      and other factors, some of which are beyond our control, are difficult to
      predict and could cause actual results to differ materially from those expressed
      or forecasted. These risks and uncertainties include the
      following*:*




·
            The
                availability and adequacy of our cash flow to meet our
                requirements;




·
            Economic,
                competitive, demographic, business and other conditions in our local
                and
                regional markets;




·
            Changes
                or developments in laws, regulations or taxes in our
                industry;




·
            Actions
                taken or omitted to be taken by third parties including our suppliers
                and
                competitors, as well as legislative, regulatory, judicial and other
                governmental authorities;




·
            Competition
                in our industry;




·
            The
                loss of or failure to obtain any license or permit necessary or desirable
                in the operation of our business;




·
            Changes
                in our business strategy, capital improvements or development
                plans;




·
            The
                availability of additional capital to support capital improvements
                and
                development; and




·
            Other
                risks identified in this report and in our other filings with the
                Securities and Exchange Commission or the
                SEC.




You
      should read this report completely and with the understanding that actual future
      results may be materially different from what we expect. The forward looking
      statements included in this report are made as of the date of this report and
      should be evaluated with consideration of any changes occurring after the date
      of this Report. We will not update forward-looking statements even though our
      situation may change in the future and we assume no obligation to update any
      forward-looking statements, whether as a result of new information, future
      events or otherwise.





**Use
      of Term**




Except
      as
      otherwise indicated by the context, references in this report to “Company,”
“1st Home Buy
      & Sell Ltd.,” “we,” “us” and “our” are references to the business of 1st Home Buy
&
Sell Ltd.  All references
      to “USD” or United States Dollars refer to the
      legal currency of the United States of America and all other references to
“$”
refer to the legal currency of Canada.


*Table
            of Contents*
 4


**PART
      I**





**Item
      1.  Business**




***Overview***





Over
      the
      years the Multiple Listing Service (“MLS”) has grown in status to become a
      virtual monopoly for the marketing of real estate throughout North America.
      In
      Canada, www.mls.ca currently receives more than 4 million page views per day.
      In
      recent years with advancements in technology, and in particular the invention
      of
      the internet, many industries have seen efficiencies created that have reduced
      costs for their product or service that has benefited the consumer. This has
      yet
      to occur with the MLS.





The
      current MLS system was developed decades ago before the internet existed, at
      a
      time when real estate values were relatively low from a historical perspective.
      Today, commissions are paid to real estate agents based on a percentage of
      the
      sale price. As the real estate market matures, and with inflation, the cost
      of
      the real estate transaction has escalated to the point where consumers believe
      they are not receiving value for money.





The
      real
      estate industry in North America is composed of more than 1.2 million real
      estate agents. More than 7 million homes are sold annually through the MLS,
      accounting for more than 80 billion dollars in commissions annually (not
      including industrial, commercial and investment properties).





The
      infrastructure and operations of 1st Home Buy
      and Sell
      Ltd. provide consumers with a groundbreaking approach to using leading edge
      technology to reduce the cost of the real estate transaction, so that we can
      provide our customers with unparalleled value for money.





With
      the
      protection afforded by the Competition Act of Canada, and similar Anti-Trust
      legislation in the United States, 1st Home Buy and Sell’s goal is
      to:





·
            Patent
                a new business process for MLS that will bring together technological
                advances and innovative business methods to create efficiencies in
                the MLS
                system that will substantially reduce the cost of the real estate
                transaction for both residential and commercial
                properties;


·
            combine
                existing VOW/IDX technology with For Sale By Owner (FSBO) listings,
                creating a new more comprehensive MLS that allows consumers to search
                MLS
                listings and FSBO listings on the same web site (as well as offer
                many
                other ancillary services such as a mortgage center, home advertised
                through MLS), inspection services, legal services, appraisal services
                etc., that are not currently available or
                advisable.





While
      1st
      Home Buy and Sell will initially focus on the Canadian market, ultimately the
      company’s goal is to service the American market as well. Initially 1st Home Buy
      and Sell’s marketing will be concentrated in the province of British Columbia.
      After establishing a market presence in British Columbia, the Company will
      expand its market base to other major centers across Canada.





As
      part
      of our effort to provide consumers with a more personalized experience, the
      Company has secured the domain www.homebuyandsell.com, which will
      function as our principal website, to tailor to the specific buying and selling
      needs of our customers.  The Company’s website is fully
      operational.





*Table
          of Contents*
 5


***Our
      Corporate History***





On
      August
      10, 2006, 1st
      Home Buy & Sell Ltd. was formed as a Nevada corporation.  Initial
      operations commenced under the name Pacific Coast Development Corp., a British
      Columbia corporation operating out of Surrey, British Columbia.  Prior
      to incorporating, we acquired, on July 1, 2006, a 70%, non-dilutive interest
      in
      PCDC in exchange for $100,000.   This pre-incorporation contract
      with PCDC was ratified by our Board of Directors immediately after we were
      formally incorporated on August 10, 2006.





The
      Company conducts all operations through its majority owned operational
      subsidiary, PCDC. The acquisition of PCDC shall be referred to hereinafter
      as
      the “PCDC Transaction.”





***Services***





We
      intend
      to enable customers to sell their property on the MLS using electronic bidding
      and offers over the internet.





*Phase
      1 –Patenting of New Business Process*





Phase
      1
      of the business plan involves the patenting of a new business process involving
      how listings and sales will be completed on MLS. The new business process will
      take full advantage of technological advances to streamline the real estate
      transaction, encourage direct contact between Buyers and Sellers, will reduce
      the cost of the real estate transaction, and will involve the following
      features:





*1.*
            *Pricing
                Model:*





*1(a).*           *Traditional
      Pricing Approach:* The current realtor community has used its position with
      the MLS to maintain its preferred pricing model. The current pricing model
      charged to the vast majority of Sellers to gain access to the MLS system is
      based on a percentage of the ultimate selling price of the property (though
      there are now numerous “flat fee” MLS service providers in the marketplace as
      well). The percentage based commission structure was developed decades ago
      when
      home prices were very low in comparison to today. With the inflation of real
      estate prices over time, this system of how property Sellers are charged to
      access the MLS has not changed, and has become a significant cost in the real
      estate transaction. This is particularly disadvantageous to those with low
      equity positions who rely to a large degree on financing their property
      ownership.





*1(b).*           *New
      Pricing Model (and Payment Process):*  The pricing model for this
      new process is set up to take full advantage of new technologies to maximize
      savings in the transaction. Fees charged will be based on time of use, or the
      amount of activity received on a particular listing, or a combination of both
      time and activity on the listing, rather than percentage based or flat fee.
      This
      creates greater affordability, with the Sellers still having the option to
      decide whether any commissions/fees would be offered to realtors who bring
      offers on the property.





*2.           
      Listing Process*





*2(a.)*           *Traditional
      Listing Approach:*****A realtor meets with a prospective
      Seller (this could be a seller of a residential home, commercial building/strata
      space, or commercial office, retail or warehouse space for lease).  The
      realtor assists the Seller in completing the standard real estate board Multiple
      Listing Service forms (usually consisting of the following: Multiple Listing
      Service contract, Data Input Sheets (information on the property), an Agency
      Disclosure Form/Working With A Realtor form); the completed forms are signed
      by
      the Seller and the “Listing Agent”/ Realtor A copy of the MLS Contract is given
      to the Seller, a copy is sent to the relevant Real Estate Board, and a copy
      is
      retained by the Listing Agent Realtor. The real estate board then enters the
      data from the completed listing forms on to a computer data base. Realtors
      can
      then access detailed information on the properties within a “realtor only” web
      site. The general public can also access only a portion of the information
      on a
      separate public real estate web site which publishes only the listing realtor's
      contact information so as to encourage the members of the public to contact
      the
      listing realtor to obtain more specific information on the property, and to
      make appointments to view the property through the listing agent. The current
      system is designed to place the realtor at the centre of all real estate
      transactions, and discourages any direct contact between buyers and sellers,
      and
      is inflationary to the cost of the real estate transaction.





*Table
          of Contents*
 6


*2(b.)*           *New
      Listing Process:*  Real Estate board MLS Listing Forms will be
      sent via e-mail to Sellers who call an (800) number, or will be downloaded
      directly from our web site. Sellers will complete the MLS listing forms on
      their
      own with assistance available on an as needed basis. Once the listing forms
      are
      completed, the Seller signs the forms and faxes them to our office, where the
      listing forms are reviewed for completeness and accuracy. Follow-up phone calls
      are made to the Seller regarding any deficiencies prior to sending the listing
      forms to the real estate board for entry into the MLS
      database.





*3.           Communication
      Process:*





*3(a).*           *Traditional Communication Approach:* Currently all communication is
      generally between Listing Agents and Buyers Agents, with no direct communication
      between Buyers and Sellers.





*3(b).*           *New Communication Process:*  A key part of the new communication
      process will involve the placement of the Sellers name and contact information
      at the beginning of the public remarks section of the MLS listing contract.
      This
      listing  information will then be entered into the MLS database and
      posted to the public MLS web site where interested parties can readily see
      the
      Sellers contact information, and can contact the Seller directly for additional
      information.





*4.           
      Offer Process:*





*4(a)*           *Traditional Offer Approach:* Offers are drafted by Buyers Agents (realtors
      representing the Buyers in the transaction) and presented to the Listing Agent.
      The listing Agent then presents the offer to the Seller for consideration.
      Any
      counter-offers are drafted by the Listing Agent, then presented to the Buyers
      Agent, who then presents the counter-offer to the Buyer. This process which
      maximizes the realtor involvement continues until an accepted offer is obtained.
      Copies of the accepted offer are distributed to all parties involved (including
      both Listing Agent and Buyers Agent); The Buyers Agent then usually obtains
      a
      deposit from the Buyer (which is then placed in a realtor trust account and
      held
      as a stakeholder) and forms part of the purchase price on the completion date
      for the sale of the property. If subjects are to be removed prior to the
      accepted offer becoming binding, the Buyers and Sellers then will initiate
      actions to satisfy any conditions within a specified time frame; if and when
      all
      subject conditions are satisfied, the Buyers Agent will in most cases
      prepare a subject removal form (using a standardized real estate board form)
      have the relevant parties sign the subject removal form, and distribute copies
      to all parties.  From here the Buyer and Seller will have their
      respective lawyers/notaries complete the documents necessary to receive the
      funds and complete the property transfer.





*4(b)
      New Offer Process:* Once a buyer is found who is interested in
      placing an offer, Buyers will have several options to prepare the offer. If
      the
      buyers are working with a Buyers Agent, the Buyers Agent will prepare the offer.
      However, if the Buyer is dealing directly with the Seller:





*Table
          of Contents*
 7


i.   
      The Buyer will be able to click on a link on the MLS listing page (on the
      Public MLS web site) containing the property listing. The link will take them
      to
      a web site that will put the Buyer in contact with an independent lawyer who
      will prepare the offer for the Buyer;





ii.  The
      Buyer will be able to obtain standardized real estate board Contracts of
      Purchase & Sale by calling a 1(800) line, and the contracts will be sent to
      the Buyer via e-mail or fax; Buyers will


also
      be
      able to call the 1 (800) help line for assistance in preparing the
      offer;




iii.   
      The Buyer will also be able to click on a link on the MLS listing page (on
      the
      Public MLS web site) containing the property listing. The link will take them
      to
      a web site that will guide them through the preparation of an offer using
      standardized real estate board contracts and standard real estate board approved
      clauses. The completed offer can be printed signed and presented to the Seller
      in person, or can be printed , signed, and scanned for electronic delivery
      to
      the Seller via the internet using e-mail (note: digital signatures will also
      be
      used to streamline the process where possible);





iv.   
      If the particular listing is being sold using an auction method. The Buyer
      be
      able to click on a link on the MLS listing page (on the Public MLS web site)
      containing the property listing. The link will take them to a web site that
      will
      allow the Buyers to make bids via an auction process electronically over the
      internet.  The electronic auction will also include features such as a
“Buy it Now Price”, and a “Make your Best Offer” button.





*5.           Signage
      Process:*





*5(a)
      Traditional Signage Process:* Realtors who list
      properties currently place their own listing signs on the property
      with their own contact information (the signs sometimes include the
      MLS #). The purpose here is to place the realtor in the position of middleman,
      controlling all contact with potential buyers so that there is
      no direct contact between buyer and seller. This continues to position
      the realtor in a control position, and consequently allows the realtor
      to inflate the value of the service provided.





*5(b)
      New Signage Process:* The new signage process encourages direct contact
      between Buyers and Sellers by having the owner place their own sign on
      the property with their contact information along with the MLS# on the sign.
      This will direct calls from prospective Buyers directly to the property
      owner. Buyers will also be able use the MLS # to look up additional
      information on the property without engaging a realtor middleman.





***Corporate
      Objectives***





·
            Complete
                the pending US and Canadian patent
                process.





·
            Create
                Corporate web site





o
            Use
                IDX / VOW technology to download entire MLS onto web site for
                content.


o
            Pursue
                partnerships with FSBO companies to offer their customers Limited
                Service
                Listings on MLS as a value added service; and to offer their content
                on
                this new web site so that consumers will be able to search both FSBO
                and
                MLS listings on the same site.





*Table
          of Contents*
 8


·
            Develop
                a marketing campaign





o
            concentrate
                initial marketing efforts in the BC market where current real estate
                licensing, and real estate board membership is already in
                place;


o
            later
                spread across Canada, and later expand into US
                markets;





·
            Pursue
                partnerships with developers, who will be able to take advantage
                of MLS
                exposure for a nominal fee, and who will create repeat business to
                foster
                cash flow




·
            To
                Create Corporate Identity and Brand Recognition - As in any business
                it is
                essential to establish brand recognition and brand preference in
                order to
                ensure long term profitability.  1st
                Home Buy and
                Sell Ltd. is committed to reinvesting a portion of all corporate
                revenues
                to an ongoing marketing campaign using traditional sources of media
                such
                as billboards, radio, TV and news print in order to create this brand
                recognition and preference;







·
            Affordability
                - By using the power of the internet combined with effective marketing,
                1st
                Home
                Buy and Sell Ltd. will strive to be the most cost effective and reliable
                service for property owners to effectively market their properties
                (residential or commercial) on the
                MLS.





***Industry
      Background***





Currently,
      the marketing for residential and commercial real estate in the United States
      and Canada is controlled by national and regional real estate firms, all of
      which offer a high degree of service. However, there is no real competition
      on
      price offered to the consumer as all of these companies charge the same rates
      of
      commission in a given market area. Property owners have no real alternative
      but
      to pay such fees in order to gain access to the MLS. Up until now it has been
      possible for these firms to monopolize the market because the MLS is a closed
      system, and it is not cost effective for an individual property owner to market
      his/her own property.





However,
      with the protection afforded by the Competition Act in Canada, and similar
      Anti-trust laws in the United States, the doors are open for licensed real
      estate companies to offer limited service listings at nominal fees to consumers
      so that they can access the closed MLS system without paying excessive
      commissions. Through 1st Home Buy
&
Sell Ltd.,
      property owners can now be empowered with the ability to market their
      property on MLS in a cost effective manner. Through “Limited Service Listings”
1st Home Buy
      and Sell Ltd. provides: basic advice to assist the Seller through the sales
      process, real estate sales data information and reports, and basic
      administrative services. Sellers can also utilize other professional services
      such as lawyers and appraisers on a fee for service basis to assist them in
      the
      process as needed.





The
      Canadian Real Estate Association (CREA) and its American counterpart, the
      National Association of Realtors (NAR), have been actively building a presence
      on the internet for the past several years in an effort to preserve their
      dominance of the industry, and discourage attempts by others to by-pass the
      traditional middleman role of the real estate agent. Over the next 5 to 10
      years
      their efforts will only be partially successful as market forces will eventually
      prevail driving them to restructure (likely to rebate/discounting or fee for
      service) as more and more property owners turn to well organized and cost
      effective licensed discount real estate firms, and FSBO marketing
      services.





*Table
          of Contents*
 9


There
      are
      also several trends to consider which indicate that these types of statistics
      will only increase in the future:





o
            The
                continual growth of internet users





o
            (Note:
                that in 1999 when www.MLS.ca was first launched, the web
                site recorded  approximately 200,000 page views per day, in 2003
                the site recorded more than  4,000,000 page views per day and is
                steadily rising);


o
            According
                to the National Real Estate Board only 28% of home buyers used the
                internet to start their search for real estate in the year 2000.
                That
                number has skyrocketed to over 78% in
                2005;





o
            Today’s
                consumers are more knowledgeable, educated and informed than ever
                before;





o
            Internet
                use is heavy and prevalent among younger
                generations.





The
      real
      estate market is changing in North America, mainly as a result of the
      internet.  In the past, property owners were limited to marketing
      their property through the MLS system controlled by Realtors, or advertising
      their property themselves using traditional advertising mediums which were
      costly and ineffective.  As a result of the World Wide Web, a number
      of new concepts have developed.  The For Sale by Owner (FSBO) and the
      Discount Realtor (many offering Flat Fee MLS services) both have emerged as
      alternatives to the full commission structured Realtor.





***Competition***





We
      face
      intense competition from a well established and used system in the MLS which
      places us at a competitive disadvantage since they are more established. Many
      of
      these Realtors have been working the referral business among themselves for
      years and will be reluctant to change the procedure of doing business. Many
      of
      these competitors will have greater customer bases, operating histories,
      financial, technical, personnel and other resources than we do at this time.
      There can be no assurances we will be able to break into this industry offering
      a new type of listing service.





In
      British Columbia, the predominant discount MLS services are:





·
            erealty.ca


o
            erealty
                charges an initial listing fee of $250 and .5% commission upon sale.
                At an
                average home sale price in the lower mainland of $450,000, total
                fees
                would add up to $2,500 (plus GST);





·
            1%
                Realty


o
            1%
                X Selling price (Minimum Fee is $5000), plus disbursements (i.e.
                advertising – approx. $50 per week X 12 weeks= $600), plus MLS Fees
                charged by the local Real Estate Board, plus catalogue fees, plus
                a one
                time $300 administration fee (Note: the listing fee is split 50/50
                with
                the Buyers Agent;





·
            Canada
                Best Buy Realty


o
            Charge
                $695 upfront for an MLS Flat Fee
                Listing


o
            Catch
                is that customers have to use Canada Best Buy as their Buyers Agent
                when
                they purchase their home.





1st
      Home Buy and Sell
      will position itself to be the price leader in discount MLS service offering
      “Limited Service Listings” on MLS for a weekly fee. Listings will include: up to
      9 photos, a detailed listing of the home, telephone and e-mail support to assist
      the Seller through the selling process, sales data reports, administration
      for
      any changes required to the listing, Contracts of Purchase & Sale, Property
      Condition Disclosure Statements, access to a national service partner directory
      (lawyers, appraisers, home inspectors, mortgage services etc).





*Table
          of Contents*
 10


*Research
        and Development*
 
  
 *Intellectual
        Property*
      
 *Estimated
          Market Size & Potential
          Revenue*


Our
      long
      term goal for Canada is to achieve a market share of 5% of all homes listed
      for
      sale. This would account for approximately 40,000 listings.  With
      respect to the United States, our goal is to allow for expansion into selected
      markets within the US where potential is much greater for revenue growth. There
      are approximately 7 million homes being sold in the US each year. At a future
      market share of just 3% of the US market would equate to 210,000 listings,
      generating additional revenues.





***Marketing
      Strategy***





**Phase
      1**





·
            Pursue
                marketing efforts in the British Columbia market to create market
                awareness, develop initial market share, proof of concept, and develop
                cash flow;





·
            Attract
                the average homeowner wishing to sell their homes with promotional
                offers
                and incentives. The company will concentrate marketing activities
                beginning initially in Vancouver then expand into two to three selected
                major Canadian market areas. Marketing activities will be expanded
                on a
                region-by-region basis until all major Canadian markets are
                serviced;





·
            Pursue
                relationships/partnerships with FSBO companies that can offer 1st
                Home Buy
                & Sell Ltd. MLS access as a value added
                service;





*Table
          of Contents*
 11


·
            Pursue
                high profile local developers offering early adopters discounts in
                exchange for listings on the site. This will not only provide the
                early
                content for the site, but it will create credibility with
                consumers;





·
            Since
                our patent process is underway, pursue discussions with online auction
                sites for development of the online bidding / offer process for
                MLS;





·
            Target
                homebuilder associations (i.e. The Greater Vancouver Home Builder
                Association) and developer based organizations such as the Urban
                development Institute with pre-opening
                specials;





·
            Create
                early market awareness by using free publicity. i.e. radio talk shows,
                community television, and newspaper
                columnists;





·
            To
                use traditional media such as radio, print advertising, television
                and
                billboard advertising.  Create market awareness in a media blitz
                in an attempt to capture market share and reach an early subscriber
                base
                in each market area.





**Phase
      2**





**·**
            Once
                established in the major market areas in Canada, 1st Home Buy & Sell
                Ltd. will seek to expand into the US market areas concentrating initially
                in larger urban centers in the Northwest, such as Seattle, Tacoma,
                Portland, etc.;





·
            Pursue
                development of the commercial listings market (i.e. office space
                for
                lease, retail space for lease, warehouse space, etc.). These types
                of
                listings offer the potential for increased cash flow as they will
                typically list for longer periods of time, and offer the potential
                to
                become repeat customers.





The
      real
      estate industry will be going through some dramatic changes over the next
      several years as the new economy reshapes the old. 1st Home Buy & Sell Ltd.
      will be part of the technological revolution that is reshaping our economy
      and
      is positioning itself to capitalize on the changes that are beginning to take
      place in the real estate industry. By raising the necessary capital as outlined
      in this business plan 1st Home Buy & Sell Ltd. will be able to: complete the
      pending patent applications, with the creation of a comprehensive web site
      for
      residential and commercial real estate offering Limited Service Listings on
      MLS,
      the forming of strategic partnerships, implement a step by step marketing plan
      to create a national corporate identity and brand recognition, and ultimately
      take the company public creating excellent shareholder value, liquidity and
      cash
      flow.




***Government
      Regulation***




We
      are
      not currently subject to direct federal, state, provincial, or local regulation
      other than regulations applicable to businesses generally or directly applicable
      to electronic commerce. However, the Internet is increasingly popular. As a
      result, it is possible that a number of laws and regulations may be adopted
      with
      respect to the Internet. These laws may cover issues such as user privacy,
      freedom of expression, pricing, content and quality of products and services,
      taxation, advertising, intellectual property rights and information security.
      Furthermore, the growth of electronic commerce may prompt calls for more
      stringent consumer protection laws. Several states have proposed legislation
      to
      limit the uses of personal user information gathered online or require online
      services to establish privacy policies. The Federal Trade Commission has also
      initiated action against at least one online service regarding the manner in
      which personal information is collected from users and provided to third
      parties. We will not provide personal information regarding our users to third
      parties. However, the adoption of such consumer protection laws could create
      uncertainty in Web usage and reduce the demand for our products.




*Table
          of Contents*
 12


We
      are
      not certain how business may be affected by the application of existing laws
      governing issues such as property ownership, copyrights, encryption and other
      intellectual property issues, taxation, libel, obscenity and export or import
      matters. The vast majority of such laws were adopted prior to the advent of
      the
      Internet. As a result, they do not contemplate or address the unique issues
      of
      the Internet and related technologies. Changes in laws intended to address
      such
      issues could create uncertainty in the Internet market place. Such uncertainty
      could reduce demand for services or increase the cost of doing business as
      a
      result of litigation costs or increased service delivery costs. In addition,
      because our services are available over the Internet in multiple states and
      foreign countries, other jurisdictions may claim that we are required to qualify
      to do business in each such state or foreign country. We are qualified to do
      business only in Nevada. Our failure to qualify in a jurisdiction where it
      is
      required to do so could subject it to taxes and penalties. It could also hamper
      our ability to enforce contracts in such jurisdictions. The application of
      laws
      or regulations from jurisdictions whose laws currently apply to our business
      could have a material adverse affect on our business, results of operations
      and
      financial condition.




***International***





We
      may
      become subject to the laws and regulations of other countries, including with
      respect to transportation, privacy and consumer and online regulation. These
      may
      impose additional costs or other obligations on us.





***Future
      Regulation***





Federal,
      state, provincial or other governmental agencies may adopt new laws, regulations
      and policies regarding a variety of matters that could affect our business
      or
      operations. We cannot predict what other matters such agencies might consider
      in
      the future, or what the impact of such regulations might be on our
      business.





***Employees***





As
      of
      June 30, 2007, we employed one (1) person on a full-time basis and one (1)
      person on a part time basis.





Because
      of the nature of our business, we do not expect to hire any new employees in
      the
      foreseeable future, but anticipate that we will be conducting most of our
      business through agreements with consultants and third parties.





***RISK
      FACTORS***





**INVESTING
      IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER
      INFORMATION CONTAINED IN THIS ANNUAL REPORT, PROSPECTIVE PURCHASERS OF THE
      SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND
      ITS BUSINESS.**





**BECAUSE
      WE HAVE A LIMITED OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE OUR BUSINESS
      AND PROSPECTS.**





*Table
          of Contents*
 13


The
      Company commenced operations as PCDC, which then became the majority owned
      operating subsidiary of the Company on July 1, 2006. Accordingly, we have a
      limited operating history from which you can evaluate our current business
      and
      our prospects. We will encounter risks and difficulties frequently experienced
      by early-stage companies in rapidly evolving industries. Some of these risks
      relate to our ability to:





·
            attract
                and retain consumers on a cost-effective
                basis;


·
            expand
                and enhance our service offerings;


·
            respond
                to regulatory changes or demands;


·
            respond
                to litigation;


·
            operate,
                support, expand and develop our operations, our website and our software,
                communications and other systems;


·
            diversify
                our sources of revenue;


·
            maintain
                adequate control of our expenses;


·
            raise
                additional capital;


·
            respond
                to technological changes; and


·
            respond
                to competitive market conditions.





If
      we are
      unsuccessful in addressing these risks or in executing our business strategy,
      our business, financial condition or results of operations may
      suffer.





**IF
      WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL
      FAIL.**





We
      will
      need to obtain additional financing in order to complete our business
      plan.





We
      do not
      currently have any arrangements for financing and we can provide no assurance
      to
      investors that we will be able to find such financing. Obtaining additional
      financing would be subject to a number of factors including investor acceptance
      of our business plan and investor sentiment. These factors may make the timing,
      amount, terms or conditions of additional financing unavailable to
      us.





The
      most
      likely source of future funds presently available to us is through the sale
      of
      equity capital.  Any sale of share capital will result in dilution to
      existing shareholders.





**WE
      HAVE ONLY A LIMITED NUMBER OF CLIENTS AT ANY GIVEN TIME. EVEN IF WE OBTAIN
      NEW
      CLIENTS, THERE IS NO ASSURANCE THAT WE WILL MAKE A PROFIT.**





We
      have
      only a limited number of clients at any given time. Even if we obtain new
      clients, there is no guarantee that we will generate a profit. If we cannot
      generate a profit, we will have to suspend or cease operations.





**BECAUSE
      WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT MARKETING OF OUR
      SERVICES TO POTENTIAL KNOWN CLIENTS. AS A RESULT, WE MAY NOT BE ABLE TO ATTRACT
      ENOUGH CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE
      TO
      SUSPEND OR CEASE OPERATIONS.**





Because
      we are small and do not have much capital, we must limit marketing of our
      services. We will initially generate revenues through the sale of services.
      Because we will be limiting our marketing activities, we may not be able to
      attract enough clients to operate profitably. If we cannot operate profitably,
      we may have to suspend or cease operations.





*Table
          of Contents*
 14


**OUR
      SERVICES ARE SUBJECT TO SEASONAL FLUCTUATIONS AND AS A RESULT THERE MAY BE
      PERIODS WHEN WE SUSPEND OPERATIONS.**





Seasonal
      fluctuations in the real estate market will adversely impact revenues and may
      impede future growth. Historically revenues in this area are strongest in the
      first and second quarters of the calendar year. Prolonged periods where there
      is
      a lack of revenue may cause cutbacks and create challenges for meaningful
      growth.




**THE
      MAJORITY OF OUR OFFICERS AND DIRECTORS WILL ONLY BE DEVOTING LIMITED TIME TO
      OUR
      OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
      INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS.**





This
      activity could prevent us from attracting clients and result in a lack of
      revenues that may cause us to suspend or cease operations.  With the
      exception of our Chief Operating Officer, Steve Neil, our other officers and
      directors will only be devoting limited time to our operations. Though our
      Chief
      Operating Officer will be working full time, our other officers and directors
      will be devoting approximately 8-12 hours per week of their time to our
      operations. Because of this, our operations may be sporadic and occur at times
      which are convenient to our officers and directors. As a result, operations
      may
      be periodically interrupted or suspended which could result in a lack of
      revenues and a possible cessation of operations.





**BECAUSE
      WE HAVE ONLY THREE OFFICERS AND DIRECTORS WHO ARE RESPONSIBLE FOR OUR MANAGERIAL
      AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE
      DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND
      REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST
      US.**





We
      have
      only three officers and directors. They are responsible for our managerial
      and
      organizational structure which will include preparation of disclosure and
      accounting controls under the Sarbanes Oxley Act of 2002. When these controls
      are implemented, they will be responsible for the administration of the
      controls. Should they not have sufficient experience, they may be incapable
      of
      creating and implementing the controls which may cause us to be subject to
      sanctions and fines by the SEC which ultimately could cause you to lose your
      investment.





**BECAUSE
      WE DO NOT MAINTAIN ANY INSURANCE, IF A JUDGMENT IS RENDERED AGAINST US, WE
      MAY
      HAVE TO CEASE OPERATIONS.**





We
      do not
      maintain any insurance and do not intend to maintain insurance in the future.
      Because we do not have any insurance, if we are made a party to a lawsuit,
      we
      may not have sufficient funds to defend the litigation. In the event that we
      do
      not defend the litigation or a judgment is rendered against us, we may have
      to
      cease operations.





**BECAUSE
      THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE
      TO
      RESELL YOUR STOCK.**





There
      is
      currently no public trading market for our common stock. Therefore there is
      no
      central place, such as stock exchange or electronic trading system, to resell
      your shares. If you do want to resell your shares, you will have to locate
      a
      buyer and negotiate your own sale.





*Table
          of Contents*
 15


**BECAUSE
      INSIDERS CONTROL OUR ACTIVITIES, THEY MAY BLOCK OR DETER ACTIONS THAT YOU MIGHT
      OTHERWISE DESIRE THAT WE TAKE AND MAY CAUSE US TO ACT IN A MANNER THAT IS MOST
      BENEFICIAL TO SUCH INSIDERS AND NOT TO OUTSIDE
      SHAREHOLDERS.**





One
      of
      our officers and directors, Daniel L. Baxter, controls approximately 63% of
      our
      common stock, and we do not have any non-employee directors. As a result, Mr.
      Baxter effectively controls all matters requiring director and stockholder
      approval, including the election of directors, the approval of significant
      corporate transactions, such as mergers and related party transaction. Mr.
      Baxter also has the ability to block, by his ownership of our stock, an
      unsolicited tender offer. This concentration of ownership could have the effect
      of delaying, deterring or preventing a change in control of our company that
      you
      might view favorably.





**OUR
      MANAGEMENT DECISIONS ARE MADE BY OUR OFFICERS AND DIRECTORS; IF WE LOSE THEIR
      SERVICES, OUR REVENUES MAY BE REDUCED.**





The
      success of our business is dependent upon the expertise of Daniel L. Baxter,
      Samuel J. Alderson and Steve Neil. Because they are essential to our operations,
      you must rely on their management decisions. They will continue to control
      our
      business affairs after the filing. If we lose their services, we may not be
      able
      to hire and retain other officers and directors with comparable experience.
      As a
      result, the loss of their services could reduce our revenues.





**BECAUSE
      THERE IS NOT NOW AND MAY NEVER BE A PUBLIC MARKET FOR OUR COMMON STOCK,
      INVESTORS MAY HAVE DIFFICULTY IN RESELLING THEIR SHARES.**





Our
      common stock is currently not quoted on any market. No market may ever develop
      for our common stock, or if developed, may not be sustained in the future.
      Accordingly, our shares should be considered totally illiquid, which inhibits
      investors’ ability to resell their shares.





**BECAUSE
      WE DO NOT HAVE AN AUDIT OR COMPENSATION COMMITTEE, SHAREHOLDERS WILL HAVE TO
      RELY ON THE ENTIRE BOARD OF DIRECTORS, ALL OF WHICH ARE NOT INDEPENDENT, TO
      PERFORM THESE FUNCTIONS.**





We
      do not
      have an audit or compensation committee comprised of independent directors.
      Indeed, we do not have any audit or compensation committee. These functions
      are
      performed by the board of directors as a whole. All members of the board of
      directors are not independent directors. Thus, there is a potential conflict
      in
      that board members who are management will participate in discussions concerning
      management compensation and audit issues that may affect management
      decisions.





**OUR
      GROWTH CANNOT BE ASSURED. EVEN IF WE DO EXPERIENCE GROWTH, WE CANNOT ASSURE
      YOU
      THAT WE WILL GROW PROFITABLY.**





Our
      business strategy is dependent on the growth of our business. For us to achieve
      significant growth, potential customers must accept our website as a valuable
      commercial tool. Home buyers and sellers, who have historically purchased real
      estate using traditional commercial channels, such as local real estate agents,
      must instead rely on and feel confident in our product and our website.
      Similarly, real estate agents will also need to accept or expand their use
      of
      our website and to view our website as an efficient and profitable channel
      of
      distribution for their listings or in identifying potential properties for
      their
      clients.





*Table
          of Contents*
 16


**WE
      OPERATE IN A HIGHLY COMPETITIVE MARKET, AND WE MAY NOT BE ABLE TO COMPETE
      EFFECTIVELY.**





The
      real
      estate market is intensely competitive and there may be larger more profitable
      companies with established business practices that will be in direct competition
      with our business model.





**INTERRUPTIONS
      IN SERVICE FROM THIRD PARTIES COULD IMPAIR THE QUALITY OF OUR
      SERVICE.**





We
      rely
      on third-party computer systems and other service providers. Third parties
      provide, for instance, our data center, telecommunications access lines and
      significant computer systems, support and maintenance services. Any interruption
      in these, or other, third-party services or deterioration in their performance
      could impair the quality of our service. We cannot be certain of the financial
      viability of all of the third parties on which we rely.  If our
      arrangements with any of these third parties is terminated or if they were
      to
      cease operations, we might not be able to find an alternate provider on a timely
      basis or on reasonable terms, which could hurt our business.





**IF
      WE FAIL TO INCREASE OUR BRAND RECOGNITION AMONG CONSUMERS, WE MAY NOT BE ABLE
      TO
      ATTRACT AND EXPAND OUR ONLINE TRAFFIC.**





We
      believe that establishing, maintaining and enhancing the Company brand is a
      critical aspect of our efforts to attract and expand our online traffic. The
      number of Internet sites that offer competing services increases the importance
      of establishing and maintaining brand recognition. In addition, we will need
      to
      increase our spending substantially on marketing and advertising with the
      intention of expanding our brand recognition to attract and retain users and
      to
      respond to competitive pressures. However, we cannot assure you that these
      expenditures will be effective to promote our brand or that our marketing
      efforts generally will achieve our goals.





**OUR
      PRODUCT FEATURES MAY INFRINGE ON CLAIMS OF THIRD-PARTY PATENTS OR OTHER
      INTELLECTUAL PROPERTY RIGHTS, WHICH COULD ADVERSELY AFFECT OUR
      BUSINESS.**





We
      cannot
      assure you that others will not obtain and assert patents or other intellectual
      property rights against us affecting essential elements of our business. If
      intellectual property rights are asserted against us, we cannot assure you
      that
      we will be able to obtain license rights on reasonable terms or at all. If
      we
      are unable to obtain licenses, we may be prevented from operating our business
      and our financial results may therefore be harmed.





**EVOLVING
      GOVERNMENT REGULATION COULD IMPOSE TAXES OR OTHER BURDENS ON OUR BUSINESS,
      WHICH
      COULD INCREASE OUR COSTS OR DECREASE DEMAND FOR OUR
      PRODUCTS.**





We
      must
      comply with laws and regulations applicable to online commerce. Increased
      regulation of the Internet or different applications of existing laws might
      slow
      the growth in the use of the Internet and commercial online services, which
      could decrease demand for our products, increase the cost of doing business
      or
      otherwise reduce our sales and revenues. The statutes and case law governing
      online commerce are still evolving, and new laws, regulations or judicial
      decisions may impose on us additional risks and costs of operations. In addition, new
      regulations, domestic or international, regarding the privacy of our users’
personally identifiable information may impose on us additional costs and
      operational constraints.





*Table
          of Contents*
 17


**THERE
      IS NO ESTABLISHED TRADING MARKET FOR OUR COMMON STOCK, AND THE MARKET PRICE
      OF
      OUR COMMON STOCK MAY BE HIGHLY VOLATILE OR MAY DECLINE REGARDLESS OF OUR
      OPERATING PERFORMANCE.**





There
      is
      currently no public market for our common stock. We cannot predict the extent
      to
      which a trading market will develop or how liquid that market might become.
      The
      initial public offering price will be determined us.





The
      market prices of the securities of internet-related and online commerce
      companies have been extremely volatile.  Broad market and industry
      factors may adversely affect the market price of our  common stock,
      regardless of our actual operating performance. Factors that could cause
      fluctuation in the stock price may include, among other things:





·
            actual
                or anticipated variations in quarterly operating
                results;


·
            changes
                in financial estimates by us or by any securities analysts who might
                cover
                our stock;


·
            conditions
                or trends in the real estate
                industry;


·
            announcements
                by us or our competitors of significant acquisitions, strategic
                partnerships or divestitures;


·
            announcements
                of investigations or regulatory scrutiny of our operations or lawsuits
                filed against us;


·
            capital
                commitments;


·
            additions
                or departures of key personnel;


·
            sales
                of our common stock, including sales of our common stock by our directors
                and officers or our Founding Principles;
                and


·
            potential
                litigation





**THE
      MARKET PRICES OF THE SECURITIES OF INTERNET-RELATED AND ONLINE COMMERCE
      COMPANIES HAVE BEEN ESPECIALLY VOLATILE.**





Broad
      market and industry factors may adversely affect the market price of our common
      stock, regardless of our actual operating performance. In the past, following
      periods of volatility in the market price of their stock, many companies have
      been the subject of securities class action litigation. If we were sued in
      a
      securities class action, it could result in substantial costs and a diversion
      of
      management’s attention and resources and would adversely affect our stock
      price.





**WE
      ARE GOVERNED SOLEY BY OUR OFFICERS AND DIRECTORS, AND, AS SUCH, THERE MAY BE
      SIGNIFICANT RISK TO THE COMPANY FROM A CORPORATE GOVERNANCE
      PERSPECTIVE.**





Our
      executive officers and directors make decisions such as the approval of related
      party transactions, the compensation of Executive Officers, and the oversight
      of
      the accounting function. Accordingly, there will be no segregation of executive
      duties and there may not be effective disclosure and accounting controls to
      comply with applicable laws and regulations, which could result in fines,
      penalties and assessments against us. Accordingly, the inherent controls that
      arise from the segregation of executive duties may not prevail. In addition,
      our
      executive officers and directors will exercise full control over all matters
      that typically require the approval of a Board of Directors. The actions of
      our
      executive officers and directors are not subject to the review and approval
      of a
      Board of Directors and, as such, there may be significant risk to the Company
      from the corporate governance perspective.





*Table
          of Contents*
 18


Our
      Executive Officers and Directors exercise control over all matters requiring
      shareholder approval including the election of directors and the approval of
      significant corporate transactions. We have not voluntarily implemented various
      corporate governance measures, in the absence of which, shareholders may have
      more limited protections against the transactions implemented by our executive
      officers and directors, conflicts of interest and similar matters.





We
      have
      not adopted corporate governance measures such as an audit or other independent
      committees as we presently only have one independent director. Shareholders
      should bear in mind our current lack of corporate governance measures in
      formulating their investment decisions.





**SINCE
      OUR EXECUTIVE OFFICERS AND DIRECTORS ARE NOT RESIDENTS OF THE UNITED STATES,
      IT
      MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST THEM.**





Shareholders
      may have difficulty enforcing any claims against the Company because our
      executive Officers and Directors reside outside the United States. If a
      shareholder desired to sue, shareholders would have to serve a summons and
      complaint. Even if personal service is accomplished and a judgment is entered
      against that person, the shareholder would then have to locate assets of that
      person, and register the judgment in the foreign jurisdiction where the assets
      are located.





**BECAUSE
      OUR CHIEF EXECUTIVE OFFICER, WHO ALSO SERVES AS A DIRECTOR, HAS OTHER BUSINESS
      INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME
      TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO
      FAIL.**





It
      is
      possible that the demands on Mr. Daniel L. Baxter, our Chief Executive Officer
      and Director, from other obligations could increase with the result that he
      would no longer be able to devote sufficient time to the management of our
      business. In addition, Mr. Baxter may not possess sufficient time to manage
      our
      business if the demands of managing our business increased
      substantially.  Specifically, Mr. Baxter also serves as an Officer and
      Director of Global Developments Inc., a Delaware corporation, Kinder Travel,
      Inc., a Nevada corporation, and Moto Auto Group Ltd., a Nevada
      corporation.  Presently, Mr. Baxter devotes approximately 8-12 hours a
      week to the Company, and communicates frequently with Steve Neil, our Chief
      Operating Officer, who is in charge of daily operations for PCDC.





**WE
      RELY ON OUR OFFICERS AND DIRECTORS FOR DECISIONS AND HE MAY MAKE DECISIONS
      THAT
      ARE NOT IN THE BEST INTEREST OF ALL STOCKHOLDERS.**





We
      rely
      on our executive officers and directors to direct the affairs of the company
      and
      rely upon them to competently operate the business.  We do not have
      key man insurance on our executive officers and directors and have no written
      employment agreements with them.  Should something happen to our
      officers and directors, this reliance on two individuals could have a material
      detrimental impact on our business and could cause the business to lose its
      place in the market, adversely affect our growth potential, or even fail. Such
      events could cause the value of our stock to decline or become
      worthless.





**WE
      DO NOT EXPECT TO PAY ANY DIVIDENDS FOR THE FORESEEABLE
      FUTURE.**





We
      do not
      anticipate that we will pay any dividends to our stockholders in the foreseeable
      future. Accordingly, investors must rely on sales of their common stock after
      price appreciation, which may never occur, as the only way to realize on their
      investment. Investors seeking cash dividends should not purchase our common
      stock.





*Table
          of Contents*
 19


**OUR
      SHARES QUALIFY AS PENNY STOCKS AND, AS SUCH, ARE SUBJECT TO THE RISKS ASSOCIATED
      WITH “PENNY STOCKS”. REGULATIONS RELATING TO “PENNY STOCKS” LIMIT THE ABILITY OF
      OUR SHAREHOLDERS TO SELL THEIR SHARES AND, AS A RESULT, OUR SHAREHOLDERS MAY
      HAVE TO HOLD THEIR SHARES INDEFINITELY.**





The
      Company’s common shares may be deemed to be “penny stock” as that term is
      defined in Regulation Section “240.3a51 -1” of the Securities and Exchange
      Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than
      U.S. $5.00 per share; (b) that are not traded on a “recognized” national
      exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
      system (NASDAQ - where listed stocks must still meet requirement (a) above);
      or
      (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the
      issuer has been in continuous operation for at least three years) or U.S.
      $5,000,000 (if in continuous operation for less than three years), or with
      average revenues of less than U.S. $6,000,000 for the last three
      years.





Section
      “15(g)” of the United States Securities Exchange Act of 1934, as amended, and
      Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in
      penny stocks to provide potential investors with a document disclosing the
      risks
      of penny stocks and to obtain a manually signed and dated written receipt of
      the
      document before effecting any transaction in a penny stock for the investor’s
      account. Potential investors in the Company’s common shares are urged to obtain
      and read such disclosure carefully before purchasing any common shares that
      are
      deemed to be “penny stock”.





Moreover,
      Regulation Section “240.15g -9” of the SEC requires broker dealers in penny
      stocks to approve the account of any investor for transactions in such stocks
      before selling any penny stock to that investor. This procedure requires the
      broker dealer to: (a) obtain from the investor information concerning his or
      her
      financial situation, investment experience and investment objectives; (b)
      reasonably determine, based on that information, that transactions in penny
      stocks are suitable for the investor and that the investor has sufficient
      knowledge and experience as to be reasonably capable of evaluating the risks
      of
      penny stock transactions; (c) provide the investor with a written statement
      setting forth the basis on which the broker dealer made the determination in
      (ii) above; and (d) receive a signed and dated copy of such statement from
      the
      investor confirming that it accurately reflects the investor’s financial
      situation, investment experience and investment objectives. Compliance with
      these requirements may make it more difficult for investors in the Company’s
      common shares to resell their common shares to third parties or to otherwise
      dispose of them. Shareholders should be aware that, according to Securities
      and
      Exchange Commission Release No. 34-29093, dated April 17, 1991, the market
      for
      penny stocks has suffered in recent years from patterns of fraud and abuse.
      Such
      patterns include:





(i)
            control
                of the market for the security by one or a few broker-dealers that
                are
                often related to the promoter or
                issuer;


(ii)
            manipulation
                of prices through prearranged matching of purchases and sales and
                false
                and misleading press releases;


(iii)
            boiler
                room practices involving high-pressure sales tactics and unrealistic
                price
                projections by inexperienced sales
                persons;


(iv)
            excessive
                and undisclosed bid-ask differential and markups by selling
                broker-dealers; and


(v)
            the
                wholesale dumping of the same securities by promoters and broker-dealers
                after prices have been manipulated to a desired level, along with
                the
                resulting inevitable collapse of those prices and with consequent
                investor
                losses





Our
      management is aware of the abuses that have occurred historically in the penny
      stock market. Although we do not expect to be in a position to dictate the
      behavior of the market or of broker-dealers who participate in the market,
      management will strive within the confines of practical limitations to prevent
      the described patterns from being established with respect to our
      securities.





*Table
          of Contents*
 20


***Available
      Information***





We
      file
      electronically with the Securities and Exchange Commission our annual reports
      on
      Form 10-KSB, quarterly reports on Form 10-QSB, and current reports on Form
      8-K,
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. 
You may obtain a free copy of our reports and amendments to those reports on
      the
      day of filing with the SEC by going to http://www.sec.gov.





**Item
      2.    Properties**




Our
      executive office is located at 14199 – 32A Avenue in Surrey, B.C., Canada, V4P
      3P4, which is also the residence of our Chief Operating Officer. We utilize
      approximately 750 square feet of space, and we have no lease. We believe that
      this existing space is adequate for our current needs. Should we require
      additional space, we believe that such space can be secured on commercially
      reasonable terms.





**Item
      3.    Legal Proceedings**





We
      are
      not currently involved in any legal proceedings





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




None.


*Table
            of Contents*
 21


**PART
      II**




**Item
                5**.
            **Market
                for the Company’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity
                Securities**




(a)
      No
      shares of the Company’s common stock have previously been registered with the
      Securities and Exchange Commission (the “SEC”) or any state securities agency or
      authority.  The Company intends to make application to the NASD for the
      Company’s shares to be quoted on the OTCBB.  The application to the NASD
      was made on or about October 15, 2007.  The Company’s application to the
      NASD will consist of current corporate information, financial statements and
      other documents as required by Rule 15c211 of the Securities Exchange Act of
      1934, as amended.  Inclusion on the OTCBB permits price quotation for the
      Company’s shares to be published by such service.





The
      Company is not aware of any existing trading market for its common stock.
 The Company’s common stock has never traded in a public market.
 There are no plans, proposals, arrangements or understandings with any
      person(s) with regard to the development of a trading market in any of the
      Company’s securities.





If
      and
      when the Company’s common stock is traded in the OTCBB, most likely the shares
      will be subject to the provisions of Section 15(g) and Rule 15g-9 of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly
      referred to as the “penny stock” rule.  Section 15(g) sets forth certain
      requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
      the definition of penny stock as that used in Rule 3a51-1 of the Exchange
      Act.





The
      Commission generally defines penny stock to be any equity security that has
      a
      market price less than $5.00 per share, subject to certain exceptions.
 Rule 3a51-1 provides that any equity security is considered to be a penny
      stock unless that security is: registered and traded on a national securities
      exchange meeting specified criteria set by the Commission; authorized for
      quotation on The NASDAQ Stock Market; issued by a registered investment company;
      excluded from the definition on the basis of price (at least $5.00 per share)
      or
      the issuer’s net tangible assets; or exempted from the definition by the SEC.
 If the Company’s shares are deemed to be a penny stock, trading in the
      shares will be subject to additional sales practice requirements on
      broker-dealers who sell penny stocks to persons other than established customers
      and accredited investors, generally persons with assets in excess of $1,000,000
      or annual income exceeding $200,000, or $300,000 together with their
      spouse.





For
      transactions covered by these rules, broker-dealers must make a special
      suitability determination for the purchase of such securities and must have
      received the purchaser’s written consent to the transaction prior to the
      purchase.  Additionally, for any transaction involving a penny stock,
      unless exempt, the rules require the delivery, prior to the first transaction,
      of a risk disclosure document relating to the penny stock market.  A
      broker-dealer also must disclose the commissions payable to both the
      broker-dealer and the registered representative, and current quotations for
      the
      securities.  Finally, the monthly statements must be sent disclosing recent
      price information for the penny stocks held in the account and information
      on
      the limited market in penny stocks.  Consequently, these rules may restrict
      the ability of broker dealers to trade and/or maintain a market in the Company’s
      common stock and may affect the ability of shareholders to sell their
      shares.





(b)
      Holders. At June 30, 2007, there were 33 record holders of 5,000,000 shares
      of the Company’s Common Stock.





*Table
          of Contents*
 22


(c)
      Dividends. The Registrant has not paid any cash dividends to date and does
      not
      anticipate or contemplate paying dividends in the foreseeable future. It is
      the
      present intention of management to utilize all available funds for the
      development of the Registrant’s business.





***Equity
      Compensation Plans***





We
      have
      no equity compensation program including no stock option plan and none are
      planned for the foreseeable future.





***Dividends***





There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            we
                would not be able to pay our debts as they become due in the usual
                course
                of business; or2.
            our
                total assets would be less than the sum of our total liabilities
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.





We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.





***Recent
      Sales of Unregistered Securities***




None,
      other than those set forth in the reports filed during the year ended June
      30,
      2007.





**Item
      6. Management's Discussion and Analysis or Plan of
      Operation.**





*The
      following discussion should be read in conjunction with our audited financial
      statements and notes thereto included herein. In connection with, and because
      we
      desire to take advantage of, the "safe harbor" provisions of the Private
      Securities Litigation Reform Act of 1995, we caution readers regarding certain
      forward looking statements in the following discussion and elsewhere in this
      report and in any other statement made by, or on our behalf, whether or not
      in
      future filings with the Securities and Exchange Commission. Forward-looking
      statements are statements not based on historical information and which relate
      to future operations, strategies, financial results or other developments.
      Forward looking statements are necessarily based upon estimates and assumptions
      that are inherently subject to significant business, economic and competitive
      uncertainties and contingencies, many of which are beyond our control and many
      of which, with respect to future business decisions, are subject to change.
      These uncertainties and contingencies can affect actual results and could cause
      actual results to differ materially from those expressed in any forward looking
      statements made by, or our behalf. We disclaim any obligation to update
      forward-looking statements.*




*Table
          of Contents*
 23


**PLAN
      OF OPERATIONS:**




Our
        plan
        of operations for the next twelve months is to proceed with the implementation
        of our business plan.  We will strive to launch all aspects of our
        operations.  Primarily, we will focus on generating revenue from our
        website.  Continuing operations will always focus on ways to increase
        our marketing sales force. We may require up to $300,000 in additional financing
        to expand our operations as outlined in the table below, subject to our cash
        on
        hand and actual revenues.
 
 **Goal**
              **Expected
                  Manner of Occurrence or**
                **Method
                  of Achievement**
              **Date
                  When Step Should be Accomplished**
              **Cost
                  of Completion**Complete
                  patent applications in the United States and Canada
              Complete
                  patent search with assistance of intellectual property lawyer in
                  patent
                  process
              3
–
                  19 months
              $80,000Create
                  corporate website
              Complete
                  design and technology of our corporate web-site
              3
–
                  5 months
              $30,000Launch
                  Marketing Phase
              Implementation
                  of marketing plan
              3
–
                  8 months
              $75,000Create
                  partnerships with developers
              Incentives
                  that will be offered as part of our marketing campaign
              6
                  -
                  20 months
              $60,000Create
                  corporate identity and brand recognition
              Traditional
                  sources of advertising
              9
                  -
                  20 months
              $55,000
 
 Our
        total
        expenditures over the next twelve months are anticipated to be approximately
        $200,000 including the remaining estimated costs of becoming listed on the
        OTCBB. Our cash on hand as of June 30, 2007 is $9,502. We do not have sufficient
        cash to fund our operations for the next twelve months.


All
      steps
      will be undertaken contemporaneously.





***Limited
      operating history; need for additional capital***





We
      cannot
      guarantee we will be successful in our business operations. Our business is
      subject to risks inherent in the establishment of a business enterprise,
      including limited capital resources and possible cost overruns due to price
      and
      cost increases in services and products.





We
      have
      no assurance that future financing will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our operations. Equity financing could result in
      dilution to shareholders.





***Cash
      Requirements***





Our
      cash
      on hand as of June 30, 2007 is $9,502. We have sufficient cash on hand to pay
      the costs of some of our goals as outlined above as projected to twelve (12)
      months or less and to fund our operations for that same period of time. However,
      we will require additional financing in order to proceed with some or all of
      our
      goals as projected at more than twelve (12) months. We presently do not have
      any
      arrangements for additional financing, and no potential lines of credit or
      sources of financing are currently available for the purpose of proceeding
      with
      any of our goals projected at more than twelve (12) months.




*Table
          of Contents*
 24


Any
      additional growth of the Company may require additional cash infusions. We
      may
      face expenses or other circumstances such that we will have additional financing
      requirements. In such event, the amount of additional capital we may need to
      raise will depend on a number of factors. These factors primarily include the
      extent to which we can achieve revenue growth, the profitability of such
      revenues, operating expenses, research and development expenses, and capital
      expenditures. Given the number of programs that we have ongoing and not
      complete, it is not possible to predict the extent or cost of these additional
      financing requirements.





Notwithstanding
      the numerous factors that our cash requirements depend on, and the uncertainties
      associated with each of the major revenue opportunities that we have, we believe
      that our plan of operation can build long-term value if we are able to
      demonstrate clear progress toward our objectives.





Progress
      in the development of our business plan will likely lend credibility to our
      plan
      to maintain profitability. We anticipate that we will hire several members
      to
      our sales, marketing, research and development, regulatory and administrative
      staff during the course of 2007 in order to fully implement our plans for
      growth.





The
      failure to secure any necessary outside funding would have an adverse affect
      on
      our development and results therefrom and a corresponding negative impact on
      shareholder liquidity.




***Future
      Financings***





Our
      plan
      of operation calls for significant expenses in connection with the
      implementation of our business plan over the course of the next 24 months.
      For
      the next twelve months, management anticipates that the minimum cash
      requirements to fund our proposed goals and our continued operations will be
      at
      least $200,000. As such, we do not have sufficient funds on hand to meet our
      planned expenditures over the next 24 months. Therefore, we may require and
      may
      need to seek additional financing to meet our planned expenditures.





Obtaining
      additional financing would be subject to a number of factors, including
      development of our business plan and interest in our company. These factors
      may
      make the timing, amount, terms or conditions of additional financing unavailable
      to us.




***Results
      of Operations***





**RESULTS
      OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2007 COMPARED TO THE YEAR ENDED JUNE
      30, 2006.**





***REVENUE***





Our
      net
      revenue amounted to $38,725 for the year ended June 30, 2007 compared to $21,801
      for the year ended June 30, 2006.





Fluctuations
      in our revenues are primarily the result of the nature of the business model
      we
      operate. The Company can neither predict or assess, nor prevent
      fluctuations.  We attempt to offer services at competitive prices. 
Because of the unpredictable nature of fluctuations, we do not attribute
      fluctuations to any particular item or event. Our business model is designed
      to
      respond to fluctuation with immediate change.  We do not account for or
      analyze the fluctuations as we do not believe it to be a prudent use of
      resources, given our business model.





*Table
          of Contents*
 25


***OPERATING
      EXPENSES***





Our
      total
      operating expenses for the year ended June 30, 2007 were $179,588 compared
      to
      $21,801 in the prior year.  Expenses consisted primarily of general
      operating expenses and professional fees. The increase in operating expenses
      is
      mostly attributable to our accounting and legal expenses associated with our
      SEC
      filing and attempt to become listed on the OTCBB.





Advertising
      costs were $30,450 for the year ended June 30, 2007 and $3,031 for the year
      ended June 30, 2006. This was primarily due to increase in spending on outside
      marketing contractors, including production of brochures and design. As the
      Company expands its operations in new geographic markets, the Company expects
      that such expenses will increase.





***NET
      LOSS***





Primarily
      as a result of the foregoing, we had a net loss of $140,683 for the year ended
      June 30, 2007 compared to net income of NIL for the prior year.  Our net
      loss for the period ended June 30, 2007 is primarily attributed to accounting
      and legal expenses associated with our SEC filing.





We
      anticipate rapid growth from our online products and services now that our
      website is fully operational. However it is management’s belief that the long
      term growth potential of the Company is much higher from the volume of sales
      on
      the internet. This, in turn, will allow us to further reduce overhead costs
      and
      reinvest money into the full implementation of our business plan.





***LIQUIDITY
      AND CAPITAL RESOURCES***





At
      June
      30, 2007, our cash balance was $9,502 compared to $3,168 for the year ended
      June
      30, 2006.





As
      of
      June 30, 2007, a related party had loaned the Company USD$91,000. This loan
      is
      payable on demand, unsecured and does not accrue interest.





Developments
      in July 2006, specifically our agreement with PCDC, directly resulted in
      increased revenues and increased cash on hand.





Management
      believes that the Company will continue to generate sufficient cash from its
      operating activities for the foreseeable future, supplemented by an anticipated
      infusion of capital, to fund its working capital needs, strengthen its balance
      sheet and support its growth strategy of expanding its geographic distribution
      and product offerings.





***Operating
      Activities***





The
      Company has more current liabilities than current assets. Working capital (the
      difference between the Company’s current assets and current liabilities) was
      ($44,556) at June 30, 2007. Our net income for the year, as adjusted for
      amortization and future income taxes, was ($140,863) for the fiscal year ended
      June 30, 2007.





*Table
          of Contents*
 26


***Financing
      Activities***





During
      the year ended June 30, 2007, we had no net cash provided from the issuance
      of
      common stock through financing activities, except for the sale of stock to
      our
      Chief Executive Officer as set forth herein.





***Off-Balance
      Sheet Arrangements***





The
      Company has no material transactions, arrangements, obligations (including
      contingent obligations), or other relationships with unconsolidated entities
      or
      other persons that have or are reasonably likely to have a material current
      or
      future impact on its financial condition, changes in financial condition,
      results of operations, liquidity, capital expenditures, capital resources,
      or
      significant components of revenues or expenses.




***Market
      Risk***





In
      the
      normal course of business, the Company is exposed to foreign currency exchange
      rate and interest rate risks that could impact its results of
      operations.




The
      Company plans to sell its services via the internet, and a substantial portion
      of its net sales, cost of sales and operating expenses could be denominated
      in
      foreign currencies. This exposes the Company to risks associated with changes
      in
      foreign currency exchange rates that can adversely impact revenues, net income
      and cash flow.





***Cancellation
      Policy***




The
      cost
      of an initial service is non-refundable and includes a listing period of four
      (4) weeks.  100% of the initial listing price is forfeited by
      customers wishing to cancel within the first four (4) weeks of an initial
      listing.  No refunds are given to customers for unused or partially
      used components.  After the initial listing period, all listing are on
      a week to week renewal, again with no refunds for unused or partially used
      components.  There were no customer cancellations for the year ended
      June 30, 2006 and June 30, 2007.





***Critical
      Accounting Policies*** **and
      Estimates**





Management
      has identified the following policies and estimates as critical to the Company’s
      business operations and the understanding of the Company’s results of
      operations. Note that the preparation of this Form SB-1 requires management
      to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      the
      Company’s financial statements, and the reported amounts of revenue and expenses
      during the reporting period. Actual results could differ from those estimates,
      and the differences could be material.





***Revenue
      Recognition***





SAB
      No.
      104 requires that four basic criteria be met before revenue can be recognized:
      (1) persuasive evidence of an arrangement exists; (2) delivery has occurred
      or
      services have been rendered; (3) the fee is fixed or determinable; and (4)
      collectibility is reasonably assured. Should changes in conditions cause
      management to determine that these criteria are not met for certain future
      transactions, revenue recognized for a reporting period could be adversely
      affected.




***Goodwill***





The
      Company has not attributed any value to goodwill.





*Table
          of Contents*
 27


***Accounting
      for Income Taxes***





The
      Company accounts for income taxes under the asset and liability
      method.  Under this method, deferred assets and liabilities are
      recognized based on anticipated future tax consequences attributable to
      differences between financial statement carrying amounts of assets and
      liabilities and their respective tax bases.  The Company establishes a
      valuation allowance to the extent that it is more likely than not that deferred
      tax assets will not be recoverable against future taxable income.





***Recently
      Issued Accounting Pronouncement***





SFAS No. 151,
      *Inventory Costs*, is effective for fiscal years beginning after
      June 15, 2005.  This statement amends the guidance in Accounting
      Research Bulletin No. 43, Chapter 4, Inventory Pricing, to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material (spoilage).  The adoption of
      SFAS No. 151 is expected to have no impact on the Company’s financial
      statements.





SFAS No. 152,
      *Accounting for Real Estate Time-Sharing Transactions*, is effective for
      fiscal years beginning after June 15, 2005.  This statement
      amends SFAS No. 66, *Accounting for Sales of Real Estate*, to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in American Institute of Certified
      Public Accountants Statement of Position 04-2, *Accounting for Real Estate
      Time-Sharing Transactions*.  The adoption of
      SFAS No. 152 is expected to have no impact on the Company’s financial
      statements.





SFAS No. 123(R),
      *Share-Based Payment*, replaces SFAS No. 123, *Accounting for
      Stock-Based Compensation*, and supersedes APB Opinion No. 25,
*Accounting for Stock Issued to Employees*.  This statement
      requires that the compensation cost relating to share-based payment transactions
      be recognized at fair value in the financial statements.  The Company
      is required to apply this statement in the first annual period that begins
      after
      December 15, 2005.  The adoption of SFAS No. 123(R) is
      expected to have no impact on the Company’s financial statements.





SFAS No. 153,
      *Exchanges of Nonmonetary Assets*– an amendment of APB Opinion
      No. 29, is effective for fiscal years beginning after June 15,
      2005.  This statement addresses the measurement of exchange of
      nonmonetary assets and eliminates the exception from fair-value measurement
      for
      nonmonetary exchanges of similar productive assets in paragraph 21(b) of
      APB Opinion No. 29, *Accounting for Nonmonetary Transactions*, and
      replaces it with an exception for exchanges that do not have commercial
      substance.  The adoption of SFAS No. 153 is not expected to
      have a significant impact on the Company’s financial statements.





The
      EITF
      reached consensus on Issue No. 03-1, *The Meaning of Other-Than-Temporary
      Impairment and Its Application to Certain Investments*, which provides
      guidance on determining when an investment is considered impaired, whether
      that
      impairment is other than temporary, and the measurement of an impairment
      loss.  The FASB issued FSP EITF 03-1-1, *Effective Date of
      Paragraphs 10-20 of EITF Issue No. 03-1*, *The Meaning of
      Other-Than-Temporary Impairment and Its Application to Investments*, which
      delays the effective date for the measurement and recognition criteria contained
      in EITF 03-1 until final application guidance is issued.  The adoption
      of this consensus or FSP is expected to have no impact on the Company’s
      financial statements.





SFAS
      No.
      154, *Accounting Changes and Error Corrections*, a replacement of APB No.
      20, *Accounting Changes*, and SFAS No. 3, *Reporting Accounting
      Changes in Interim Financial Statements*.  SFAS No. 154 changes
      the requirements for the accounting for and reporting of a change in accounting
      principle.  Previously, most voluntary changes in accounting
      principles required recognition via a cumulative effect adjustment within net
      income of the period of the change.  SFAS No. 154 requires
      retrospective application to prior periods’ financial statements, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change.  SFAS No. 154 is effective for accounting
      changes made in fiscal years beginning after December 15, 2005; however,
      this statement does not change the transition provisions of any existing
      accounting pronouncements.  The adoption of SFAS No. 154 is expected
      to have no impact on the Company’s financial statements.





*Table
          of Contents*
 28


In
      September 2005, the EITF reached consensus on Issue no. 05-08, *Income Tax
      Consequences of Issuing Convertible Debt with a Beneficial Conversion
      Feature*.  EITF 05-08 is effective for financial statements
      beginning in the first interim or annual reporting period beginning after
      December 15, 2005.  The adoption of EITF 05-08 is expected to
      have no impact on the Company’s financial statements.





In
      September 2005, the EITF reached consensus on Issue 05-02, *The Meaning of
‘Conventional Convertible Debt Instrument’ in EITF Issue No. 00-19, ‘Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock*.’  EITF 05-02 is effective for new
      instruments entered into and instruments modified in reporting periods beginning
      after June 29, 2005.  The adoption of EITF 05-02 is expected to have
      no impact on the Company’s financial statements.





In
      September 2005, the EITF reached consensus on Issue No. 05-07, *Accounting
      for Modifications to Conversion Options Embedded in Debt Instruments and Related
      Issues*.  EITF 05-07 is effective for future modifications of debt
      instruments beginning in the first interim or annual reporting period beginning
      after December 15, 2005.  The adoption of EITF 05-07 is expected
      to have no impact on the Company’s financial statements.





***Reporting
      Currency***





All
      of
      the Company’s transactions are denominated in Canadian currency so the Company
      has adopted the Canadian dollar as its functional and reporting
      currency.  Transaction gains and losses that arise from exchange rate
      fluctuations on transactions denominated in a currency other than the local
      functional currency are included in “General and Administrative Expenses” in the
      statement of operations, which amounts were not material for 2006 or
      2005.





The
      Department of Corporation Finance in its advisory letter titled International
      Financial Reporting and Disclosure Issues,dated
      May
      1, 2001 has stated, “Regulation S-X presumes that a US-incorporated registrant
      will present its financial statements in US dollars. In rare instances, the
      staff has not objected to the use of a different reporting currency. Those
      instances have been limited to situations where the US-incorporated registrant
      had little or no assets and operations in the US, substantially all the
      operations were conducted in a single functional currency other than the US
      dollar, and the reporting currency selected was the same as the functional
      currency. In these circumstances, reporting in the foreign currency would
      produce little or no foreign currency translation effects under FASB Statement
      No. 52.”





First,
      the Company has its only facilities located Canada, and therefore has no assets
      or operations in the US. Second, all operations of the Company are conducted
      only in Canadian currency.  Third, the reporting currency is in
      Canadian dollars which is the same currency that all operations were conducted
      in.  Therefore, reporting in Canadian dollars would produce little or
      no foreign currency translation effects under FASB Statement No.
      52.


*Table
            of Contents*
 29


**Item
      7.Financial
      Statements**








IndexReport
                of Independent Registered Public Accounting Firm
            F–1Consolidated
                Balance Sheets
            F–2Consolidated
                Statements of Operations
            F–3Consolidated
                Statement of Stockholders’ Equity (Deficit)
            F–4Consolidated
              Statements of Cash Flows
            F–5Notes
                to the Consolidated Financial Statements
            F–6




*Table
          of Contents*
 30


**MOORE
      & ASSOCIATES, CHARTERED**


*ACCOUNTANTS
      AND ADVISORS*


*PCAOB
      REGISTERED*








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors


1st
      Home
      Buy & Sell Ltd








We
      have
      audited the accompanying balance sheet of 1st Home Buy & Sell Ltd (A
      Development Stage Company) as of June 30, 2007 and 2006, and the related
      statements of operations, stockholders’ equity and cash flows through June 30,
      2007 and 2006. These financial statements are the responsibility of the
      Company’s management.  Our responsibility is to express an opinion on
      these financial statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require
      that we plan and perform the audits to obtain reasonable assurance about whether
      the financial statements are free of material misstatement.  An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements.  An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement
      presentation.  We believe that our audits provide a reasonable basis
      for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of 1st Home Buy & Sell Ltd (A
      Development Stage Company) as of June 30, 2007 and 2006 and the results of
      its
      operations and its cash flows through June 30, 2007 and 2006, in conformity
      with
      accounting principles generally accepted in the United States of
      America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern.  As discussed in Note 2 to the
      financial statements, the Company’s has suffered recurring losses from
      operations and has a net capital deficiency; this raises substantial doubt
      about
      its ability to continue as a going concern.  Management’s plans
      concerning these matters are also described in Note 2.  The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





Moore
      & Associates Chartered


Las
      Vegas, Nevada


October
      5, 2007








*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
      253-7501*











*Table
            of Contents*
 31


**1st
      HOME BUY AND SELL
      LTD.**




BALANCE
      SHEET (CONSOLIDATED)




For
      the
      Years Ended June 30, 2007 and 2006


(In
      Canadian Dollars)





**2007**
            
            
            **2006**ASSETSCurrent
                AssetsCash
            
            $
            9,502
            
            
            $
            3,168Accounts
                receivable
            
            
            0
            
            
            
            0Prepaid
                expenses
            
            
            0
            
            
            
            0Total
                current assets
            
            
            9,502
            
            
            
            3,168Equipment,
                net of accumulated depreciation
            
            
            3,679
            
            
            
            1,912Patents,
                net of accumulated depreciation
            
            
            4,132
            
            
            
            0Shares
                in Subsidiary Company
            
            
            100,000
            
            
            
            0$
            117,314
            
            
            $
            5,080LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccounts
                payable and accrued expenses
            
            
            220
            
            
            
            2,000Shareholders’
                loans
            
            
            8,475
            
            
            
            12,351Demand
                Loan Payable
            
            
            153,176
            
            
            
            0Total
                current liabilities
            
            
            161,870
            
            
            
            14,351Long
                Term Liabilities
            
            
            0
            
            
            
            0Total
                Liabilities
            
            
            161,870
            
            
            
            14,351Stockholders'
                Equity (Deficit)Preferred
                stock, USD $.001 par value; 10,000,000shares
                authorized; no shares issued or outstanding
            
            
            -Common
                stock, USD $.001 par value; 100,000,000 shares authorized;Issued:    5,000,000
                shares
            
            
            5,577
            
            
            
            100Additional
                paid-in capital
            
            
            100,100
            
            
            
            0Retained
                earnings (deficit)
            
            
            (150,233)
            
            
            
            (9,371)Total
                stockholders' equity (deficit)
            
            
            (44,556)
            
            
            
            (9,271)$
            117,314
            
            
            $
            5,080











*Table
            of Contents*
 32


**1st
      HOME BUY AND SELL
      LTD.**




STATEMENTS
      OF OPERATIONS (CONSOLIDATED)




For
      the
      Years Ended June 30, 2007 and 2006


(In
      Canadian Dollars)








2007
            
            
            2006Revenue
            
            $
            38,725
            
            
            $
            21,801ExpensesGeneral
                and administrative
            
            
            177,639
            
            
            
            21,027Interest
            
            
            1,949
            
            
            
            784179,588
            
            
            
            21,801**Net
                income (loss)**
            
            **$**
            **(140,863)**
            
            
            **$**
            **0**Net
                income (loss) per common share (basic andfully
                diluted)
            
            $
            (0.03)
            
            
            $
            0.00Weighted
                average number of commonshares
                outstanding
            
            
            5,000,000
            
            
            
            100











*Table
            of Contents*
 33


**1st
      HOME BUY AND SELL
      LTD.**




STATEMENTS
      OF STOCKHOLDERS' EQUITY (CONSOLIDATED)




For
      the
      Year Ended June 30, 2007





(In
      Canadian Dollars)





AdditionalCommon
                Stock
            
            
            Paid-In
            
            
            RetainedShares
            
            
            Amount
            
            
            Capital
            
            
            Earnings
            
            
            TotalBalances,
                July 1, 2006
            
            
            5,000,000
            
            
            $
            5,577
            
            
            $
            100,100
            
            
            $
            (9,371)
            
            
            $
            96,306Net
                profit (loss) for the period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (140,863)
            
            
            
            (140,863)Balances,
                June 30, 2007
            
            ****
            **5,000,000**
            
            
            **$**
            **5,577**
            
            
            **$**
            **100,100**
            
            
            **$**
            **(150,233)**
            
            
            **$**
            **(44,556)**











*Table
            of Contents*
 34


**1st
      HOME BUY AND SELL
      LTD.**




STATEMENTS
      OF CASH FLOWS (CONSOLIDATED)




For
      the
      Years Ended June 30, 2007 and 2006


(In
      Canadian Dollars)





2007
            
            
            2006Cash
                Flows from Operating ActivitiesNet
                income (loss)
            
            $
            (140,863
            )
            
            $
            -Adjustments
                to reconcile net income (loss) to netcash
                flows from operating activitiesDepreciation
            
            
            1,017
            
            
            
            535Changes
                in operating assets and liabilities
            
            
            -
            
            
            
            -Accounts
                receivable
            
            
            -
            
            
            
            -Prepaid
                expenses
            
            
            -
            
            
            
            -Accounts
                payable and accrued expenses
            
            
            (1,781)
            
            
            
            (31)Net
                cash flows from operating activities
            
            
            (141,627)
            
            
            
            504Cash
                Flows from Investing ActivityPurchases
                of Equipment
            
            
            (2,567
            )
            
            
            -Purchase
                of shares in subsidiary
            
            
            (100,000
            )
            
            
            -Patents
            
            
            (4,349
            )
            
            
            -Net
                cash flows from investing activities
            
            
            (106,916
            )
            
            
            -Cash
                Flows from Financing ActivitiesProceeds
                from shareholders’ loans
            
            
            13,925
            
            
            
            1,916Payments
                on shareholders’ loans
            
            
            (17,800
            )
            
            
            -Proceeds
                from demand loans
            
            
            153,176
            
            
            
            -Payments
                on demand loans
            
            
            -
            
            
            
            -Share
                Capital
            
            
            5,477
            
            
            
            -Additional
                Paid-in Capital
            
            
            100,100
            
            
            
            -Net
                cash flows from financing activities
            
            
            254,878
            
            
            
            1,916Change
                in cash
            
            
            6,334
            
            
            
            2,420Cash,
                beginning of the period
            
            
            3,168
            
            
            
            748**Cash,
                end of the period**
            
            **$**
            **9,502**
            
            
            **$**
            **3,168**Cash
                paid for interest expense
            
            $
            1,949
            
            
            $
            784Cash
                paid for income taxes
            
            $
            -
            
            
            $
            -











*Table
            of Contents*
 35


**NOTES
      TO FINANCIAL STATEMENTS**


(In
      Canadian Dollars)


June
      30,
      2007





**Note
      1.  The Company and Significant Accounting
      Policies**





**The
      Company**





1st
      Home Buy and Sell
      Ltd. (the “Company”) was incorporated under the laws of the state of
      Nevada.  The Company, through its subsidiary Pacific Coast Development
      Corp. (“PCD”), operates a discount real-estate agency in Surrey, British
      Columbia, offering a do-it-yourself style of home buying and selling through
      the
      Canadian Multiple Listing Service (MLS®).





Effective
      July 1, 2006, the Company acquired a 70% interest in Pacific Coast Development
      Corp. (“PCD”), a British Columbia corporation. This acquisition is described in
      more detail in Note 6.





**Reporting
      Currency**





All
      of
      the Company's transactions are denominated in Canadian currency so the Company
      has adopted the Canadian dollar as its functional and reporting
      currency.  Transaction gains and losses that arise from exchange rate
      fluctuations on transactions denominated in a currency other than the local
      functional currency are included in "general and administrative expenses" in
      the
      statement of operations, which amounts were not material for the reported
      period.





**Cash**





Cash
      consists of funds in checking accounts held by financial institutions in
      Canada.





**Revenue
      Recognition**





Revenue
      is recognized in the period in which it is received or receivable if the amount
      receivable can be reasonably estimated and its collection is reasonably
      assured.





**Trust
      Accounts**





The
      corporation does not reflect the trust bank account and the trust liabilities
      in
      the financial statements.  As of June 30, 2007 and 2006, the
      corporation had, in trust, $ NIL for its clients












*Table
          of Contents*
 36


**Earnings
      per Share**





Basic
      earnings per share is computed by dividing the net income available to common
      stockholders by the weighted average number of common shares outstanding in
      the
      period.  Diluted earnings per share takes into consideration common
      shares outstanding (computed under basic earnings per share) and potentially
      dilutive securities.  Common stock issuable is considered outstanding
      as of the original approval date for purposes of earnings per share
      computations.  As of June 30, 2007 and 2006, the loss per share was
      approximately $0.03 and $0.00 respectively





**Estimates**





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





**Vehicles
      and Equipment**





Vehicles
      and equipment with a life of more than one year and a cost in excess of $500
      are
      capitalized and depreciated. Depreciation is computed using the declining
      balance method based on the estimated useful lives of the assets.





**Patent**





The
      actual costs to write and file the patent with the US Patent Office was
      capitalized in the period in which funds were paid. Although the patent has
      not
      yet been approved, it is being depreciated using the straight-line method over
      an estimated useful life of 10 years.  If the patent application is
      ultimately rejected, the remaining balance will be expensed in the period in
      which we receive notice of such rejection.





**Income
      Taxes**





The
      Company accounts for income taxes under the asset and liability
      method.  Under this method, deferred assets and liabilities are
      recognized based on anticipated future tax consequences attributable to
      differences between financial statement carrying amounts of assets and
      liabilities and their respective tax bases.  The Company establishes a
      valuation allowance to the extent that it is more likely than not that deferred
      tax assets will not be recoverable against future taxable income.











*Table
          of Contents*
 37


**New
      Accounting Pronouncements**





SFAS No. 151,
      *Inventory Costs*, is effective for fiscal years beginning after
      June 15, 2005. This statement amends the guidance in Accounting Research
      Bulletin No. 43, Chapter 4, Inventory Pricing, to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). The adoption of SFAS No. 151 is
      expected to have no impact on the Company's financial statements.





SFAS No. 152,
      *Accounting for Real Estate Time-Sharing Transactions*, is effective for
      fiscal years beginning after June 15, 2005. This statement amends
      SFAS No. 66, *Accounting for Sales of Real Estate*, to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in American Institute of Certified
      Public Accountants Statement of Position 04-2, *Accounting for Real Estate
      Time-Sharing Transactions*. The adoption of SFAS No. 152 is
      expected to have no impact on the Company's financial statements.





SFAS No. 123(R),
      *Share-Based Payment*, replaces SFAS No. 123, *Accounting for
      Stock-Based Compensation*, and supersedes APB Opinion No. 25,
*Accounting for Stock Issued to Employees*. This statement requires that
      the compensation cost relating to share-based payment transactions be recognized
      at fair value in the financial statements. The Company is required to apply
      this
      statement in the first annual period that begins after December 15, 2005.
      The adoption of SFAS No. 123(R) is expected to have no impact on the
      Company's financial statements.





SFAS No. 153,
      *Exchanges of Nonmonetary Assets* - an amendment of APB Opinion
      No. 29, is effective for fiscal years beginning after June 15, 2005.
      This statement addresses the measurement of exchange of nonmonetary assets
      and
      eliminates the exception from fair-value measurement for nonmonetary exchanges
      of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
*Accounting for Nonmonetary Transactions*, and replaces it with an
      exception for exchanges that do not have commercial substance. The adoption
      of
      SFAS No. 153 is not expected to have a significant impact on the
      Company's financial statements.





The
      EITF
      reached consensus on Issue No. 03-1, *The Meaning of Other-Than-Temporary
      Impairment and Its Application to Certain Investments*, which provides
      guidance on determining when an investment is considered impaired, whether
      that
      impairment is other than temporary, and the measurement of an impairment loss.
      The FASB issued FSP EITF 03-1-1, *Effective Date of Paragraphs 10-20 of EITF
      Issue No. 03-1*, *The Meaning of Other-Than-Temporary Impairment and Its
      Application to Investments*, which delays the effective date for the
      measurement and recognition criteria contained in EITF 03-1 until final
      application guidance is issued. The adoption of this consensus or FSP is
      expected to have no impact on the Company's financial statements.











*Table
          of Contents*
 38


SFAS
      No.
      154, *Accounting Changes and Error Corrections*, a replacement of APB No.
      20, *Accounting Changes*, and SFAS No. 3, *Reporting Accounting
      Changes in Interim Financial Statements*. SFAS No. 154 changes the
      requirements for the accounting for and reporting of a change in accounting
      principle. Previously, most voluntary changes in accounting principles required
      recognition via a cumulative effect adjustment within net income of the period
      of the change. SFAS No. 154 requires retrospective application to prior periods'
      financial statements, unless it is impracticable to determine either the
      period-specific effects or the cumulative effect of the change. SFAS No. 154
      is
      effective for accounting changes made in fiscal years beginning after
      December 15, 2005; however, this statement does not change the transition
      provisions of any existing accounting pronouncements. The adoption of SFAS
      No.
      154 is expected to have no impact on the Company's financial
      statements.





In
      September 2005, the EITF reached consensus on Issue no. 05-08, *Income Tax
      Consequences of Issuing Convertible Debt with a Beneficial Conversion
      Feature*. EITF 05-08 is effective for financial statements beginning in the
      first interim or annual reporting period beginning after December 15, 2005.
      The adoption of EITF 05-08 is expected to have no impact on the Company's
      financial statements.





In
      September 2005, the EITF reached consensus on Issue 05-02, *The Meaning of
      'Conventional Convertible Debt Instrument' in EITF Issue No. 00-19, 'Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company's Own Stock*.' EITF 05-02 is effective for new instruments entered
      into and instruments modified in reporting periods beginning after June 29,
      2005. The adoption of EITF 05-02 is expected to have no impact on the Company's
      financial statements.





In
      September 2005, the EITF reached consensus on Issue No. 05-07, *Accounting
      for Modifications to Conversion Options Embedded in Debt Instruments and Related
      Issues*. EITF 05-07 is effective for future modifications of debt
      instruments beginning in the first interim or annual reporting period beginning
      after December 15, 2005. The adoption of EITF 05-07 is expected to have no
      impact on the Company's financial statements.











*Table
            of Contents*
 39


**Note
      2.  Uncertainty as a Going Concern**




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. However, the Company has suffered recurring
      losses from operations and has a net capital deficiency that raises substantial
      doubt about its ability to continue as a going concern. The financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.


**Note
      3.  Advertising Costs**





The
      Company expenses advertising and marketing costs as they are incurred. For
      the
      years ended June 30, 2007 and 2006, the Company incurred advertising and
      marketing costs of $30,450 and $3,031 respectively.





**Note
      4.**  **Demand Loans Receivable**





The
      Company has advanced funds to various companies with no note, interest or
      payment plan. The balance as of June 30, 2007 and 2006 was $153,176 and $0
      respectively. The loans are due on demand.





**Note
      5.**  **Related party transactions**





A
      Corporate officers and shareholders loaned funds to the Company with no interest
      or due date.  The balance as of June 30, 2007 and 2006 was $8,475 and
      $12,351 respectively. The loan is due on demand.





**Note
      6.  Acquisition**





Effective
      July 1, 2006, the Company entered into a convertible debenture agreement with
      Global Developments Inc. to borrow USD $91,000 (CDN$ 103,112) for the sole
      purpose of acquiring a non-dilutive 70% interest in Pacific Coast Develop Corp
      (“PCD”), a British Columbia corporation.





Prior
      to
      the acquisition, 1st Home Buy
      and Sell
      Ltd. was a non-operating shell with no revenue or expenses. The Balance Sheet
      of
      the Company prior to the acquisition was as follows:





Cash
            
            $
            103,112Advance
                to Shareholders’
            
            
            5,577Total
                Assets
            
            $
            108,689Long-term
                debt
            
            
            103,112Total
                Liabilities
            
            
            103,1125,000,000
                Founder’s Shares Issued at Par Value
            
            
            5,577$
            108,689











*Table
          of Contents*
 40





Effective
      as of the date of the acquisition (July 1, 2006), the Company paid PCD CDN
      $100,000 in cash for 233 common shares of PCD (par value CDN
      $1.00).





The
      Balance Sheet of the Company post-acquisition was as follows:





Cash
            
            $
            3,112Advance
                to Shareholders’
            
            
            5,577Shares
                in Pacific Coast Development
            
            
            100,000Total
                Assets
            
            $
            108,689Long-term
                debt
            
            
            103,112Total
                Liabilities
            
            
            103,1125,000,000
                Shares Issued at Par Value
            
            
            5,577$
            108,689





The
      assets acquired and liabilities assumed of PCD are as follows:





Cash
            
            $
            3,168Vehicles
                and equipment, net
            
            
            1,912Total
                Assets
            
            $
            5,080Accounts
                payable and accrued expenses
            
            
            2,000Owing
                to Shareholders’
            
            
            12,351Total
                Liabilities
            
            
            14,351100
                Shares Issued at Par Value
            
            
            100Retained
                earnings
            
            
            (9,371
            )$
            5,080











*Table
          of Contents*
 41





The
      Balance Sheet of PCD as a result of the acquisition was:





Cash
            
            $
            103,168Vehicles
                and equipment, net
            
            
            1,912Total
                Assets
            
            $
            105,080Accounts
                payable and accrued expenses
            
            
            2,000Owing
                to Shareholders’
            
            
            12,351Total
                Liabilities
            
            
            14,351333
                Shares Issued at Par Value
            
            
            333Additional
                Paid-in Capital
            
            
            99,767Retained
                earnings
            
            
            (9,371
            )$
            105,080








Therefore,
      the Consolidated Balance Sheet of 1st Home Buy
      and Sell
      Ltd. as a result of the acquisition is:





Cash
            
            $
            106,280Vehicles
                and equipment, net
            
            
            1,912Shares
                in Pacific Coast Development
            
            
            100,000Total
                Assets
            
            $
            208,192Accounts
                payable and accrued expenses
            
            
            2,000Shareholders’
                Loan
            
            
            6,774Long
                Term Debt
            
            
            103,112Total
                Liabilities
            
            
            111,8865,000,000
                Founder’s Shares Issued at Par Value
            
            
            5,577Additional
                Paid-In Capital
            
            
            100,100Retained
                earnings
            
            
            (9,371
            )$
            208,192





Since
      the
      Company had no revenue or expenses prior to the acquisition, the historical
      results for 2006 are those of PCD.





**Note
      7.   Subsequent Events**





There
      were no subsequent events expected to have a material effect on the Company's
      accounting policies or financial reporting.











*Table
            of Contents*
 42


**Item
      8.   Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure**




We
      have
      had no disagreements with our independent public accountants on accounting
      and
      financial disclosure.




**Item
      8A.  Controls and Procedures**




*(a)*          *Evaluation
      of Disclosure Controls and Procedures:*  The Company’s principal
      executive and financial officers reviewed and evaluated the Company’s disclosure
      controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the
      end of the period covered by this Form 10-KSB.  Based on that evaluation,
      the Company’s principal executive and financial officers concluded that the
      Company’s disclosure controls and procedures are effective in timely providing
      them with material information relating to the Company, as required to be
      disclosed in the reports the Company files under the Exchange
      Act.




*(b)        Management’s
      Annual Report on Internal Control Over Financial Reporting:* Not
      Applicable




*(c)         Changes
      in Internal Control Over Financial Reporting:*  There were no changes
      in our internal control over financial reporting during the year ended June
      30,
      2007 that have materially affected, or are reasonably likely to materially
      affect our internal controls over financial reporting.




**Item
      8B.  Other Information**




None.





*Table
          of Contents*
 43


**PART
      III**





**Item 9.
      Directors, Executive Officers, Promoters,
      Control Persons and Corporate Governance; Compliance With Section 16(a) of
      the Exchange Act**





The
      name,
      age, and position with our company of each director and executive officer are
      as
      follows:




**NAME**
            **AGE**
            **POSITIONS**
            **DATE
                FIRST HELD**Daniel
                L. Baxter
            45
            Chief
                Executive Officer, President
              &
                Director
            August
                10, 2006Samuel
                J. Alderson
            42
            Chief
                Financial Officer, Secretary
              &
                Director
            August
                10, 2006Steve
                Neil
            47
            Chief
                Operating Officer
            August
                10, 2006







Our
      Articles of Incorporation provide for a Board of Directors ranging from 1 to
      10
      members, with the exact number to be specified by resolution of the board.
      All
      Directors hold office until the next annual meeting of the shareholders
      following their election and until their successors have been elected and
      qualified. The Board of Directors appoints Officers. Officers hold office until
      the next annual meeting of our Board of Directors following their appointment
      and until their successors have been appointed and qualified.




*Table
          of Contents*
 44


The
      business experience during the past five years of each of the persons presently
      listed above as an Officer or Director of the Company is as
      follows:





***DANIEL
      L. BAXTER***





Daniel
      Baxter, age 45, is a Professional Engineer registered in the Province of British
      Columbia. Since 1993, Mr. Baxter has been providing management consulting
      services to a number of local businesses, primarily in the area of corporate
      finance, through his company, Mardan Consulting Inc.





Until
      recently, he had served for 7 years as the Vice President Operations for
      Vancouver Fire & Security, the largest, privately held fire safety and
      security business in British Columbia. In that role his primary duties included
      system design, installation project management, recurring revenue services,
      and
      IT development.





***SAMUEL
      J. ALDERSON***





Samuel
      J.
      Alderson, age 42, spent a few years working in international communications
      and
      marketing.  Among his notable endeavors, a several year stint with
      World Connect Communications, a resale and retail telecom company, where he
      rose
      to the position of Senior Vice President.  He also developed national
      sales and marketing packages, and implemented training programs throughout
      the
      United States.  Until recently, he served for 6 years as head of sales
      for the largest fire and security company in British Company.





***STEVE
      M. NEIL***





Steve
      Neil, age 47, has 20 years of real estate and development and management
      experience spanning both private and public sector projects.  Mr.
      Neil’s experience includes:  municipal projects, commercial projects,
      high and low-rise residential apartments, town homes, single family homes,
      and
      seniors housing. Mr. Neil’s track record has made him well versed in all areas
      of the real estate business from preparation of feasibility studies, obtaining
      project financing, coordination of consultants, liaison with municipal officials
      and planners, overseeing project managers, budgets and project schedules as
      well
      as real estate project marketing activities including:  marketing
      budgets, staffing and  advertising campaigns. As a single family home
      builder Mr. Neil has also developed more than 18 million dollars worth of high
      end single family homes. As part of the Senior Management Team with BC Buildings
      Corporation, Mr. Neil was responsible for a business unit with gross annual
      revenues in excess of 30 million dollars, and was responsible for senior
      customer relationship management, negotiating service contracts, and management
      of service delivery teams. Passionate about real estate, Mr. Neil has a proven
      track record, and a demonstrated ability to build relationships that foster
      ongoing business, develop new business opportunities creating revenue growth,
      and create a high level of trust and satisfaction with both customers and staff.
      Mr. Neil is an honors graduate from the British Columbia Institute of
      Technology’s Marketing and Real Estate program where he served as the Business
      Chairperson.  After graduating from B.C.I.T. Mr. Neil obtained his
      Agent Nominee license through the University of British Columbia’s Urban Land
      Economics Program and is currently a licensed member of the Fraser Valley Real
      Estate Board, the BC Real Estate Association, and the Canadian Real Estate
      Association.





**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**





We
      are
      not currently involved in any legal proceedings.





*Table
          of Contents*
 45


During
      the last five (5) years none of our directors or officers has:




(1)had any bankruptcy petition filed by or against any business of which
      such person was a general partner or executive officer either at the time of
      the
      bankruptcy or within two years prior to that time;




(2)been convicted in a criminal proceeding or subject to a pending criminal
      proceeding;




(3)been subject to any order, judgment, or decree, not subsequently
      reversed, suspended or vacated, of any court of competent jurisdiction,
      permanently or temporarily enjoining, barring, suspending or otherwise limiting
      his involvement in any type of business, securities or banking activities;
      or




(4)been found by a court of competent jurisdiction in a civil action, the
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not been
      reversed, suspended, or vacated.




***Section
      16(a) Beneficial Ownership Reporting Compliance***




Section
      16 of the Securities Exchange Act of 1934 requires the Company’s directors and
      certain executive officers and certain other beneficial owners of the Company’s
      common stock to periodically file notices of changes in beneficial ownership
      of
      common stock with the Securities and Exchange Commission.  To the best of
      the Company’s knowledge, based solely on copies of such reports received by it,
      and the written representations of its officers and directors, the Company
      believes that for 2007 all required filings were timely filed by each of its
      directors and executive officers.




***Code
      Of Ethics***





We
      have
      adopted a Code of Ethics and Business Conduct for Officers, Directors and
      Employees that applies to all of our officers, directors and
      employees.





***Audit
      Committee***




The
      Company currently does not have an audit committee and has not made a
      determination of whether there is a financial expert. The Company does not
      presently plan to establish an audit committee. However, if an audit committee
      is established, the Registrant will make the proper disclosures on Form
      8-K.





**Item
      10.      Executive
      Compensation**




***Summary
      Compensation Table***




The
      following table sets forth the overall compensation earned over each of the
      past
      two fiscal years ending June 30, 2007 by (1) each person who served as the
      principal executive officer of the Company during fiscal year 2007; (2) the
      Company’s most highly compensated executive officers as of June 30, 2007 with
      compensation during fiscal year 2007 of $100,000 or more; and (3) those
      individuals, if any, who would have otherwise been in included in section (2)
      above but for the fact that they were not serving as an executive of the Company
      as of June 30, 2007.




*Table
          of Contents*
 46


**Name and**
                **Principal**
                **Position**
              **Fiscal**
                **Year**
              **Salary ($)
                  (1)**
              **Bonus**
                **($)**
              **Stock**
                **Awards**
              **Options**
                **Awards**
                **($)(1)**
              **Non-Equity**
                **Incentive Plan**
                **Compensation**
                **($)**
              **Nonqualified**
                **Deferred**
                **Compensation**
                **Earnings ($)**
              **All Other**
                **Compensation**
                **Compensation**
                **($) (2)(3)**
              **Total ($)**Daniel
                  L. Baxter, CEO
              2007
              $
              —
              $
              —
              —
              
              —
              —
              —
              —
              $
              —2006
              $
              —
              $
              —
              —
              —
              —
              —
              —
              $
              —Samuel
                  J. Alderson, CFO
              2007
              $
              ----
              $
              —
              —
              
              —
              —
              —
              —
              $
              ----2006
              $
              ----
              $
              —
              —
              —
              —
              —
              —
              $
              ----Steve
                  Neil, CEO
              2007
              $
              48,000
              $
              —
              —
              —
              —
              —
              —
              $
              48,0002006
              $
              48,000
              $
              —
              —
              —
              —
              —
              —
              $
              48,000
 
 (1)
        This
        represents management fees paid during the year ended June 30, 2007 and during
        the year ended June 30, 2006 to Steve Neil.


There
      were no stock options granted or exercised by the named executive directors
      in
      2007.





***Employment
      Agreements***





The
      Registrant has no written employment agreements.


**GRANTS
        OF PLAN BASED AWARDS**
 
 Estimated Future Payouts Under
                Non-Equity
                  Incentive Plan Awards
              
              Estimated
                  Payouts Under
                Equity
                  Incentive Plan AwardsName
              
              Grant
                  Date
              
              Threshold
                ($)
              
              Target
                ($)
              
              Maximum
                ($)
              
              Threshold
                (#)
              
              Target
                (#)
              
              Maximum
                (#)
              
              All
                  Other Stock Awards; Number of Shares of Stock or Units
                (#)
              
              All
                  Other Option Awards; Number of Securities Underlying Options
                (#)
              
              Exercise
                  or Base Price of Option Awards
                ($/Sh)
              
              Grant
                  Date Fair Value of Stock and Option AwardsDaniel
                  L. Baxter
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -Samuel
                  J. Alderson
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -Steve
                  Neil
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
  There
        were no stock based awards under a Stock Incentive Plan during the year ended
        June 30, 2007 to the Named Executive Officers.


*Table
          of Contents*
 47


***Executive
        Officer Outstanding Equity Awards at Fiscal Year-End***
 
 The
        following table provides certain information concerning any common share
        purchase options, stock awards or equity incentive plan awards held by each
        of
        our named executive officers that were outstanding as of June 30,
        2007.
 
 **Option Awards**
              
              **Stock Awards****Name**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options(#)**
                **Exercisable**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options(#)**
                **Unexercisable**
              
              **Equity**
                **Incentive Plan**
                **Awards:**
                **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Unearned**
                **Options (#)**
              
              **Option**
                **Exercise**
                **Price ($)**
              
              **Option**
                **Expiration**
                **Date**
              
              **Number of**
                **Shares or**
                **Units of**
                **Stock That**
                **Have Not**
                **Vested (#)**
              
              **Market**
                **Value of**
                **Shares or**
                **Units of**
                **Stock That**
                **Have Not**
                **Vested**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Number**
                **of**
                **Unearned**
                **Shares,**
                **Units or**
                **Other**
                **Rights**
                **That Have**
                **Not**
                **Vested**
              
              **Equity**
                **Incentive Plan**
                **Awards:**
                **Market or**
                **Payout Value of**
                **Unearned**
                **Shares, Units or**
                **Other Rights**
                **That Have Not**
                **Vested**Daniel
                  L. Baxter
              
              —
              
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              —
              
              —Samuel
                  J. Alderson
              
              —
              
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              —
              
              —Steve
                  Neil
              
              —
              
              —
              
              —
              
              $
              —
              
              —
              
              —
              
              —
              
              —
              
              —
  **DIRECTOR
      COMPENSATION**





***Cash
      Compensation***




Directors
      serve without compensation and there are no standard or other arrangements
      for
      their compensation.




There
      are
      no employment contracts, compensatory plans or arrangements, including payments
      to be received from the Company with respect to any Director or executive
      officer, that would result in payments to such person because of his or her
      resignation, retirement or other termination of employment with the Company,
      or
      its subsidiaries, any change in control, or a change in the person’s
      responsibilities following a change in control of the Company.




There
      are
      no agreements or understandings for any Director or executive officer to resign
      at the request of another person. None of our Directors or executive officers
      acts or will act on behalf of or at the direction of any other
      person.





*Table
          of Contents*
 48


***Director
      Compensation***




The
      following table shows the overall
      compensation earned for the 2007 fiscal year with respect to each person who
      was
      a director as of June 3, 2007.




**DIRECTOR COMPENSATION****Name and**
              **Principal**
              **Position**
            
            **Fees**
              **Earned**
              **or Paid**
              **in Cash**
              **($)**
            
            **Stock**
              **Awards ($)**
            
            **Option**
              **Awards ($)**
              **(1)**
            
            **Non-Equity**
              **Incentive Plan**
              **Compensation**
              **($) (2)**
            
            **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings ($)**
            
            **All Other**
              **Compensation ($)**
              **(3)**
            
            **Total ($)**Daniel
                L. Baxter, Director
            
            $
            —
            
            —
            
            $
            —
            
            —
            
            —
            
            —
            
            $
            —Samuel
                J. Alderson, Director
            
            $
            —
            
            —
            
            $
            —
            
            —
            
            —
            
            —
            
            $
            —




(1)                                 
      Reflects dollar amount expensed by the company during applicable fiscal year
      for
      financial statement reporting purposes pursuant to FAS 123R.  FAS 123R
      requires the Company to determine the overall value of the options as of the
      date of grant based upon the Black-Scholes method of valuation, and to then
      expense that value over the service period over which the options become
      exercisable (vest).  As a general rule, for time-in-service-based options,
      the Company will immediately expense any option or portion thereof which is
      vested upon grant, while expensing the balance on a pro rata basis over the
      remaining vesting term of the option.  For a description FAS 123 R and the
      assumptions used in determining the value of the options under the Black-Scholes
      model of valuation, see the notes to the consolidated financial statements
      included with this Report.




(2)**Excludes awards or earnings reported in preceding columns.




(3**)********Includes all other compensation not reported in the preceding
      columns, including (i) perquisites and other personal benefits, or property,
      unless the aggregate amount of such compensation is less than $10,000; (ii)
      any
“gross-ups” or other amounts reimbursed during the fiscal year for the payment
      of taxes; (iii) discounts from market price with respect to securities purchased
      from the company except to the extent available generally to all security
      holders or to all salaried employees; (iv) any amounts paid or accrued in
      connection with any termination (including without limitation through
      retirement, resignation, severance or constructive termination, including change
      of responsibilities) or change in control; (v) contributions to vested and
      unvested defined contribution plans; (vi) any insurance premiums paid by, or
      on
      behalf of, the company relating to life insurance for the benefit of the
      director; (vii) any consulting fees earned, or paid or payable; (viii) any
      annual costs of payments and promises of payments pursuant to a director legacy
      program and similar charitable awards program; and (ix) any dividends or other
      earnings paid on stock or option awards that are not factored into the grant
      date fair value required to be reported in a preceding column.




**Item
      11.Security Ownership
      of Certain Beneficial Owners and Management and Related
      Stockholder Matters**





The
      following table sets forth certain information regarding beneficial ownership
      of
      common stock as of June 30, 2007, by:





·
            each
                person known to us to own beneficially more than 5%, in the aggregate,
                of
                the outstanding shares of our common
                stock;


·
            each
                director;


·
            each
                of our chief executive officer and our other two most highly compensated
                executive officers; and


·
            all
                executive officers and directors as a
                group.





*Table
          of Contents*
 49


The
      number of shares beneficially owned and the percent of shares outstanding are
      based on 5,000,000 shares outstanding as of June 30, 2007. Beneficial ownership
      is determined in accordance with the rules of the SEC and generally includes
      voting or investment power with respect to securities. Except as otherwise
      noted
      below, the address of each of the shareholders in the table is c/o 1st Home Buy
&
Sell Ltd.





**Title
                of Class**
            
            **Name
                and Address of Beneficial Owner (1)**
            
            **Amount
                & Nature of**
              **Beneficial
                Ownership**
            
            **Percent**
              **of
                Class (2)**Common
                Stock
            
            Daniel
                L. Baxter
            
            3,257,800
                - Indirect (3)
            
            65%








(1)
            The
                address of each beneficial owner is c/o the Company at 14199 – 32A Avenue
                in Surrey, BC V4P 3P4.


(2)           This
      table is based on 5,000,000 issued and outstanding shares as of June 30,
      2007.


(3)
            Dan
                Baxter indirectly controls these shares of Common Stock held by Mardan
                Consulting Inc. by virtue of his beneficial ownership of Mardan Consulting
                Inc.





***Changes
      in Control***





We
      know
      of no plans or arrangements that will result in a change of control at our
      company.





**Item
      12.   Certain Relationships and Related
      Transactions**




As
      of the
      date of this Annual Report, other than the transaction described below, there
      are no, and have not been, any material agreements or proposed transactions,
      whether direct or indirect, with any of the following:




·our
                Directors or Executive Officers;·any
                nominee for election as a Director;·any
                principal security holder identified in the preceding “Security Ownership
                of Management and Certain Security Holders” section; or·any
                relative or spouse, or relative of such spouse, of the above referenced
                persons.





We
      sold
      5,000,000 shares of our common stock to our Chief Executive Officer, Daniel
      L.
      Baxter, at par value during the year ended June 30, 2007.  The shares
      were sold pursuant to the exemption for non-public offerings under Section
      4(2)
      of the Securities Act.





Subsequent
      to the year ended June 30, 2007, we issued 200,000 shares of our common stock
      to
      Steve Neil, our Chief Operating Officer. The shares were issued pursuant to
      the
      exemption for non-public offerings under Section 4(2) of the Securities
      Act.





**Item
      13.   Exhibits**




EXHIBIT
                NUMBER
            DESCRIPTION
            LOCATION3.1
            Articles
                of Incorporation
            Incorporated
                by reference as Exhibits to the Form SB-1 filed on May 11,
                2007.3.2
            Bylaws
            Incorporated
                by reference as Exhibits to the Form SB-1 filed on May 11,
                2007.31.1
            Rule
                13a-14(a)/15d-14(a) Certification (CEO)
            Filed
                herewith31.2
            Rule
                13a-14(a)/15d-14(a) Certification (CFO)
            Filed
                herewith32.1
            Section
                1350 Certification (CEO)
            Filed
                herewith32.2
            Section
                1350 Certification (CFO)
            Filed
                herewith





*Table
          of Contents*
 50


**Item
          14.   Principal Accounting Fees and Services**
  During
          the year ended June 30, 2007, we engaged Moore & Associates as our
          independent auditor.  For the year ended June 30, 2007, we were billed by
          Moore & Associates aggregate fees as discussed below.
  ·                 
          *Audit Fees:*Fees for audit services totaled $3,500 and NIL in
          2007 and 2006, respectively, including fees associated with the annual
          audit and
          the reviews of our quarterly reports on Form 10-QSB.
  ·                 
          *Audit-Related Fees:*  Fees for audit-related services totaled
          approximately NIL in 2007 and 2006.  Audit-related services principally
          included accounting consultations.
  ·                 
          *Tax Fees:*  We did not engage Moore & Associates for any tax
          related services during 2007 or 2006.
  ·                 
          *All Other Fees:*Fees for other services not included in the above
          were zero in both 2007 and 2006.
  ***Audit
          Fees***
 
 During
          the year ended June 30, 2006, the aggregate fees billed or estimated to
          be
          billed to us for professional services rendered by our former auditors
          Turco
          Ross & Associates, Chartered Accountants, for the audit of our annual
          financial statements, review of financial statements included in our quarterly
          reports or services normally provided by our accountants in connection
          with
          statutory and regulatory filings or engagements were $2,700. No fees were
          billed
          during the year ended June 30, 2006 by our principle auditing firm of Moore
          & Associates.
 
 ***Audit-Related
          Fees***
 
 During
          fiscal 2006, there were no fees billed to us for any other products or
          services
          provided by Turco Ross, other than the services reported above.
  ***Tax
          Fees**.*
 
 During
          fiscal 2006, there were no fees billed to us for any other products or
          services
          provided by Turco Ross, other than the services reported above.
 
 ***All
          Other Fees***
 
 During
          fiscal 2006, there were no fees billed to us for any other products or
          services
          provided by Turco Ross, other than the services reported above.
  *Table
                of Contents*
 51


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized on the 27th day of
      May,
      2007.




**1****st****HOME BUY & SELL, LTD.,** **a Nevada
                Corporation**By:
            /s/
                Daniel L. BaxterDaniel
                L. Baxter
              *Chief
                Executive Officer and Chairman of the
                Board*




In
      accordance with the requirements of the Exchange Act, this report has been
      signed by the following persons in the capacities with 1st Home Buy
&
Sell Ltd.
      and on the dates indicated.




**Signature**
            
            **Position**
            
            **Date**/s/
                Daniel L. Baxter
            
            Chief
                Executive Officer & Director
            
            October
                19, 2007Daniel
                L. Baxter/s/
                Samuel J. Alderson
            
            Chief
                Financial Officer & Director
            
            October
                19, 2007Samuel
                J. Alderson


*Table
            of Contents*
 52