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, 2008




Commission
File Number:   333-142856





1st HOME
BUY & SELL LTD.


(Name of
Small Business Issuer in Its Charter)




Nevada
            
            26-3530392(State
      or Other Jurisdiction
            
            IRS
      Employerof
      Incorporation or Organization)
            
            Identification
      Number




2300
W. Sahara Ave. Suite 800


Las
Vegas, NV 89102  702-357-8867


(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
            NoneSecurities
      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.  Yesx Noo




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, 2008: $84,802.00




Number of
shares of the registrant’s common stock outstanding as of October 13, 2008 was
19,222,011.





Transitional Small Business Disclosure
Format: Yeso Nox





DOCUMENTS
INCORPORATED BY REFERENCE




None.


Table of Contents
 2
 1st Home
Buy & Sell Ltd.




Table
of Contents




Forward-Looking
      StatementsPART
      I
                PageItem 1.
                Description
      of Business
                5The
      CompanyOur
      StrategyCompetitionTrademarksGovernment
      RegulationEmployeesAvailable
      InformationItem 2.
                Properties
                8Item 3.
                Legal
      Proceedings
                8Item 4.
                Submission
      of Matters to a Vote of Security Holders
                8PART
      IIItem 5.
                Market
      for Common Equity and Related Stockholder Matters
                9Item 6.
                Management’s
      Discussion and Analysis or Plan of Operation
                9Item 7.
                Financial
      Statements
                15Item 8.
                Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                26Item 8A.
                Controls
      and Procedures
                26Item 8B.
                Other
      Information
                27PART
      IIIItem 9.
                Directors,
      Executive Officers and Corporate Governance
                27Item 10.
                Executive
      Compensation
                29Item 11.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                32Item 12.
                Certain
      Relationships and Related Transactions
                32Item 13.
                Exhibits
                33Item 14.
                Principal
      Accountant Fees and Services
                33


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





Item1.    Business




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





On July
1, 2008, the Company announced that it had entered into an agreement with the DK
Group N.A.N.V., a corporation organized under the laws of the Netherland
Antilles (“DK Group”) whereby the Company agreed to purchase all of the assets
and liabilities of DK Group in exchange for shares of the Company’s common stock
(the “Acquisition Shares”). Additionally and as part of the DK Group
transaction, the Company agreed to effectuate a three for one (3:1) forward
split of the Company’s common stock. The forward split took place and became
effective as of September 15, 2008. The transaction with the DK Group was
expected to close on or before September 30, 2008. As of the date of filing of
this report the Company and DK Group are still in discussions and both parties
are diligently working to successfully close this transaction. The parties have
agreed to extend the closing until October 31, 2008.





On August
31, 2008, the Company announced that due to continued ongoing and significant
losses incurred by PCDC, that the Company had entered into an agreement with
PCDC (the “PCDC Transaction”) whereby the holder of a non-controlling 30%
interest of PCDC (the “Purchaser”) would repurchase the 70% controlling interest
in PCDC. Pursuant to the terms of the agreement, the Company relinquished all of
the shares of PCDC then owned by the Company and forgave all debts owed by PCDC
to the Company in exchange for the return of 300,000 shares of the Company’s
common stock held by the Purchaser.





As a
result of this transaction the Company believes that, as of August 31, 2008, the
Company would be considered a “shell” company as that term is defined in Rule
12b-2 of the Securities Exchange Act of 1934.





Should
the transaction with the DK Group fail to close and to the extent that it is
able, the Company shall undertake efforts to develop a business or merge with or
acquire an operating company with operating history and assets. The exact form
and nature of any investment or activity that the Company may undertake has not
yet been determined. If the Company does not successfully pursue some form of
operating business, then the primary activity of the Company will likely involve
seeking merger or acquisition candidates with whom it can either merge or
acquire.





Research
and Development





We
conduct no research and development activities.





Intellectual
Property





We
currently have no intellectual property.





Table of Contents
 5


Employees





As of
June 30, 2008, 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





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





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.




BECAUSE
WE HAVE ONLY ONE OFFICER AND DIRECTOR 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.





Our sole
officer and director is 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
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.





Table of Contents
 6


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.





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





Table of Contents
 7


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.





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 2300 W. Sahara Ave. Suite 800, Las Vegas,
NV 89102, this is generic office space that we rent pursuant to a one year
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





Item4.     Submission of Matters to a Vote of Security
Holders




None.


Table of Contents
 8








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




(a)           Our
common stock has been traded on over the counter bulletin board (OTCBB) under
the symbol “FHBY” since June 12, 2008. The following table sets forth, in U.S.
dollars the high and low bid prices for each of the calendar quarters indicated,
as reported by the OTCBB. The prices in the table may not represent actual
transactions and do not include retail markups, markdowns or
commissions.





Company Common Stock
                    Bid
      PricesHigh
                  
                  Low2008September
      30
                  
                  2.00
                  
                  0.0167June
      30
                  
                  0.0167
                  
                  0.0167




On
October 13, 2008, the last bid and ask of our common stock as reported on the
OTCBB was $0.10 and $2.00, respectively.




(b)           At
June 30, 2008, there were 33 record holders of 6,707,337 shares of the
Company’s Common Stock.





(c)           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.





Recent
Sales of Unregistered Securities




None,
other than those set forth in the reports filed during the year ended June 30,
2008.





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
 9


PLAN
OF OPERATIONS:




The
Company’s plans include seeking to close the pending transaction with the DK
Group. However, there can be no assurance that the Company and the DK Group will
be able to finalize and close the transaction. Should the DK Group transaction
not close, the Company will refocus its efforts to seek out and identify
potential acquisition candidates.





Cash
Requirements





Our cash
on hand as of June 30, 2008 is $34,628. We have sufficient cash on hand to pay
the costs of operations for the next 12 months. However, any additional growth
of the Company may require additional cash infusions. 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.




Results
of Operations





RESULTS
OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2008 COMPARED TO THE YEAR ENDED JUNE
30, 2007.





REVENUE





Our net
revenue amounted to $84,802 for the year ended June 30, 2008 compared to $37,708
for the year ended June 30, 2007.





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.  Because of the unpredictable nature of fluctuations, we do
not attribute fluctuations to any particular item or event. Our business model
was designed to respond to fluctuation with immediate change.





OPERATING
EXPENSES





Our total
operating expenses for the year ended June 30, 2008 were $126,380 compared to
$179,640 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.





NET
LOSS





Primarily
as a result of the foregoing, we had a net loss of $41,451 for the year ended
June 30, 2008 compared to net loss of 140,915 for 2007.





LIQUIDITY
AND CAPITAL RESOURCES





At June
30, 2008, our cash balance was $34,628 compared to $9,502 for the year ended
June 30, 2007.





Table of Contents
 10


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
($143,003) at June 30, 2008. Our net income for the year, as adjusted for
amortization and future income taxes, was ($41,451) for the fiscal year ended
June 30, 2008.





Financing
Activities





During
the year ended June 30, 2008, we had no net cash provided from the issuance of
common stock through financing activities.





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.





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.





Table of Contents
 11


Goodwill





The
Company has not attributed any value to goodwill.





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





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosure of fair value
measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and accordingly, does not require
any new fair value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. We
have not yet assessed the impact, if any, that the implementation of SFAS
No. 157 will have on our consolidated results of operations or financial
condition.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Liabilities.” This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. If the
fair value option is elected, unrealized gains and losses will be recognized in
earnings at each subsequent reporting date. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company does not expect
the adoption of this statement to have a material impact on our consolidated
financial statements.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”
(“SFAS No. 141(R)”). SFAS No. 141(R) replaces SFAS No. 141,
“Business Combinations,” however, it retains the basic requirements of the
former Statement that the acquisition method of accounting (previously referred
to as the purchase method) be used for all business combinations. SFAS
No. 141(R) requires the acquiring entity in a business combination to
recognize the identifiable assets acquired, liabilities assumed and any
noncontrolling interest in the business acquired at their acquisition-date fair
values and generally requires acquisition-related costs to be expensed as
incurred. SFAS No. 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in a business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The provisions of
SFAS No. 141(R) must be applied prospectively and are effective for the
Company’s fiscal year ending June 30, 2010 for all business combinations
occurring on or after July 1, 2009. We have not yet assessed the impact
that the implementation of SFAS No. 141(R) may have on our consolidated
results of operations or financial condition.





In
December 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS
No. 160”). SFAS No. 160 establishes new accounting and reporting
standards for a noncontrolling interest in a subsidiary, which is sometimes
referred to as minority interest, and for the deconsolidation of a subsidiary.
Among other requirements, SFAS No. 160 establishes accounting and reporting
standards that require noncontrolling interests to be reported as a separate
component of equity in the consolidated financial statements, changes in a
parent’s ownership interest while the parent retains its controlling interest be
accounted for as equity transactions and that consolidated net income include
the amounts attributable to both the parent and the noncontrolling interest,
with disclosure of those amounts on the face of the consolidated statement of
income. SFAS No. 160 is effective beginning in the Company’s fiscal
year ending June 30, 2010 and must be applied prospectively, except for the
presentation and disclosure requirements, which will be applied retrospectively
for all periods presented. We have not yet assessed the impact that the
implementation of SFAS No. 160 may have on our consolidated results of
operations or financial condition.





Table of Contents
 12


In June
of 2008, the FASB issued a Staff Position on EITF 03-6-1 “Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities.” The FSP addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share (EPS) under the two class method described in
paragraphs 60 and 61 of FASB Statement No. 128, “Earnings per Share.”
The FSP is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and interim periods within those years. The Company
is currently evaluating the impact of this adoption on its consolidated
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
 13


Moore
and Associates, Chartered


ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
  REPORT OF INDEPENDENT
REGISTERED PUBIC ACCOUNTING FIRM
  To
the Board of Directors
 1st Home
Buy and Sell, LTD
  We have
audited the accompanying consolidated balance sheets of 1st Home Buy and Sell,
LTD as of June 30, 2008 and June 30, 2007, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 2008 and June 30, 2007. 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
conduct 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 reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all materials respects, the financial position of 1st Home buy and Sell, LTD
as of June 30, 2008 and June 30, 2007 and the related consolidated statements of
operations, stockholder' equity and cash flows for the years ended June 30, 2008
and June 30, 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 has suffered recurring losses from operation and has a
net capital deficiency, which 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.


/s/ Moore and
Associtates




Moore and Associates, Chartered
 Las
Vegas, Nevada
 October 1, 2008
  2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501


Table of Contents
 14


Item
7.    Financial Statements




1st
      Home Buy and Sell Ltd.Consolidated
      Balance SheetsFor
      the Years ended June 30, 2008 and 2007(In
      Canadian Dollars)2008
                                                                                                                  
                                                                                                                  
                                                                                                                  2007ASSETSCurrent
      AssetsCash
                                                                                                                  
                                                                                                                  $
                                                                                                                  34,628
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  9,502Accounts
      Receivable
                                                                                                                  
                                                                                                                  
                                                                                                                  2,768
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0Total
      Current Assets
                                                                                                                  
                                                                                                                  
                                                                                                                  37,395
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  9,502Fixed
      AssetsEquipment,
      net of accumulated depreciation
                                                                                                                  
                                                                                                                  
                                                                                                                  2,703
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  3,679Patents,
      net of accumulated amortization
                                                                                                                  
                                                                                                                  $
                                                                                                                  3,719
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  4,132Total
      Fixed Assets
                                                                                                                  
                                                                                                                  
                                                                                                                  6,421
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  7,811TOTAL
      ASSETS
                                                                                                                  
                                                                                                                  
                                                                                                                  43,817
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  17,314LIABILITIESCurrent
      LiabilitiesAccounts
      payable
                                                                                                                  
                                                                                                                  $
                                                                                                                  16,411
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  219Accrued
      liabilities
                                                                                                                  
                                                                                                                  
                                                                                                                  4,584
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0Shareholders'
      Loans
                                                                                                                  
                                                                                                                  
                                                                                                                  12,650
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  8,475Demand
      loans payable to related parties
                                                                                                                  
                                                                                                                  
                                                                                                                  153,176
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  153,176Total
      Current Liabilities
                                                                                                                  
                                                                                                                  
                                                                                                                  186,820
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  161,870Non-Controlling
      Interest
                                                                                                                  
                                                                                                                  
                                                                                                                  0
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0STOCKHOLDERS’
      DEFICIENCYCapital
      StockPreferred
      StockAuthorized:  10,000,000
      shares with $0.001 par valueIssued:
      Nil
                                                                                                                  
                                                                                                                  
                                                                                                                  0
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0Common
      StockAuthorized:
      100,000,000 common shares with $0.001 par valueIssued:   6,707,337
      (June 30, 2008)
                                                                                                                  
                                                                                                                  
                                                                                                                  7,307
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  5,5775,000,000
      (June 30, 2007)Additional
      paid-in capital
                                                                                                                  
                                                                                                                  
                                                                                                                  41,875
                                                                                                                  
                                                                                                                  
                                                                                                                  
                                                                                                                  0Comprehensive
      Loss
                                                                                                                  
                                                                                                                  
                                                                                                                  (42,053
                                                                                                                  )
                                                                                                                  
                                                                                                                  
                                                                                                                  (140,863
                                                                                                                  )Retained
      Earnings
                                                                                                                  
                                                                                                                  
                                                                                                                  (150,133
                                                                                                                  )
                                                                                                                  
                                                                                                                  
                                                                                                                  (9,270
                                                                                                                  )(143,003
                                                                                                                  )
                                                                                                                  
                                                                                                                  
                                                                                                                  (144,556
                                                                                                                  )$
                                                                                                                  43,817
                                                                                                                  
                                                                                                                  
                                                                                                                  $
                                                                                                                  17,314The
      accompanying notes are an integral part of these consolidated financials
      statements.


Table of Contents
 15


1st
      Home Buy and Sell Ltd.Consolidated
      Statements of OperationsFor
      the Years ended June 30, 2008 and 2007(In
      Canadian Dollars)2008
                                                                                              
                                                                                              
                                                                                              2007Revenue
                                                                                              
                                                                                              
                                                                                              84,802
                                                                                              
                                                                                              
                                                                                              
                                                                                              37,708ExpensesAdvertising
                                                                                              
                                                                                              
                                                                                              5,943
                                                                                              
                                                                                              
                                                                                              
                                                                                              30,450Filing
      Fees
                                                                                              
                                                                                              
                                                                                              11,227
                                                                                              
                                                                                              
                                                                                              
                                                                                              165Licensing
      Fees
                                                                                              
                                                                                              
                                                                                              2,410
                                                                                              
                                                                                              
                                                                                              
                                                                                              6,683Management
      Fees
                                                                                              
                                                                                              
                                                                                              60,954
                                                                                              
                                                                                              
                                                                                              
                                                                                              118,925Professional
      Fees
                                                                                              
                                                                                              
                                                                                              13,074
                                                                                              
                                                                                              
                                                                                              
                                                                                              10,849General
      and Administrative
                                                                                              
                                                                                              
                                                                                              32,771
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,567Total
      Expenses
                                                                                              
                                                                                              
                                                                                              126,380
                                                                                              
                                                                                              
                                                                                              
                                                                                              179,640(41,578
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (141,932
                                                                                              )Loss
      from OperationsOther
      Income (Expense)Interest
      income
                                                                                              
                                                                                              
                                                                                              127
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,017Provision
      for Income Taxes
                                                                                              
                                                                                              
                                                                                              0
                                                                                              
                                                                                              
                                                                                              
                                                                                              0Net
      Income (Loss)
                                                                                              
                                                                                              $
                                                                                              (41,451
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (140,915
                                                                                              )Loss
      per Share – Basic and Diluted
                                                                                              
                                                                                              $
                                                                                              (0.01
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (0.03
                                                                                              )Weighted
      Average Shares Outstanding
                                                                                              5,249,041
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,438,356Comprehensive
      Income (Loss)Net
      Loss
                                                                                              
                                                                                              
                                                                                              (41,451
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (140,915
                                                                                              )Gain
      (loss) on foreign exchange translation
                                                                                              
                                                                                              
                                                                                              (602
                                                                                              )
                                                                                              
                                                                                              
                                                                                              52Total
      Comprehensive Loss
                                                                                              
                                                                                              
                                                                                              (42,053
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (140,863
                                                                                              )The
      accompanying notes are an integral part of these consolidated financials
      statements.
  Table of Contents
 16


1st
      Home Buy and Sell Ltd.Consolidated
      Statements of Stockholders' EquityFor
      the Years ended June 30, 2008 and 2007(In
      Canadian Dollars)Additional
                                                                                                                          
                                                                                                                          
                                                                                                                          Accumulated
                                                                                                                          
                                                                                                                          
                                                                                                                          TotalCommon
      Stock
                                                                                                                          
                                                                                                                          
                                                                                                                          Paid-in
                                                                                                                          
                                                                                                                          
                                                                                                                          Comprehensive
                                                                                                                          
                                                                                                                          
                                                                                                                          Stockholders’Shares
                                                                                                                          
                                                                                                                          
                                                                                                                          Amount
                                                                                                                          
                                                                                                                          
                                                                                                                          Capital
                                                                                                                          
                                                                                                                          
                                                                                                                          Gain
      (Loss)
                                                                                                                          
                                                                                                                          
                                                                                                                          DeficiencyBalances,
      August 10, 2006 (Inception)
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -Stock
      Subscription as par value USD 0.001 (CDN 0.001115) per
    share
                                                                                                                          
                                                                                                                          
                                                                                                                          5,000,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          5,577
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          5,577Recapitalization
      of Pacific Coast Development Corp.
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (9,270
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (9,270
                                                                                                                          )Loss
      for the year
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (140,915
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (140,915
                                                                                                                          )Foreign
      currency translation adjustment
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          52
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          52Balance
      - June 30, 2007
                                                                                                                          
                                                                                                                          
                                                                                                                          5,000,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          5,577
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (150,133
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (144,556
                                                                                                                          )Stock
      issued for services at par value, USD 0.001 (CDN 0.001) per
      share
                                                                                                                          
                                                                                                                          
                                                                                                                          300,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          300
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          14,700
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          15,000Stock
      Issued for cash, USD 0.02 (CDN 0.02033) per share
                                                                                                                          
                                                                                                                          
                                                                                                                          1,407,337
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1,430
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          27,175
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          28,606Loss
      for the year
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (41,451
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (41,451
                                                                                                                          )Foreign
      currency translation adjustment
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (602
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (602
                                                                                                                          )Balance
      - June 30, 2008
                                                                                                                          
                                                                                                                          
                                                                                                                          6,707,337
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          7,307
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          41,875
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (192,186
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (143,003
                                                                                                                          )The
      accompanying notes are an integral part of these consolidated financials
      statements.
   Table of Contents
 17
  1st
      Home Buy and Sell Ltd.Consolidated
      Statements of Cash FlowsFor
      the Years ended June 30, 2008 and 2007(In
      Canadian Dollars)2008
                                                                                  
                                                                                  
                                                                                  2007OperatingNet
      Loss
                                                                                  
                                                                                  $
                                                                                  (41,451
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (140,915
                                                                                  )Items
      not involving cash:Amortization
      and depreciation
                                                                                  
                                                                                  
                                                                                  1,390
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,017Shares
      issued for consulting services
                                                                                  
                                                                                  
                                                                                  15,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Changes
      in non-cash working capital items:Accounts
      receivable
                                                                                  
                                                                                  
                                                                                  (2,768
                                                                                  )
                                                                                  
                                                                                  
                                                                                  0Accounts
      payable
                                                                                  
                                                                                  
                                                                                  16,191
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,781
                                                                                  )Accrued
      liabilities
                                                                                  
                                                                                  
                                                                                  4,584
                                                                                  
                                                                                  
                                                                                  
                                                                                  0Net
      cash flows provided by (used in) operations
                                                                                  
                                                                                  
                                                                                  (7,054
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (141,678
                                                                                  )InvestingEquipment
      purchases
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (2,567
                                                                                  )Patents
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (4,349
                                                                                  )Net
      cash flows from investing activities
                                                                                  
                                                                                  
                                                                                  0
                                                                                  
                                                                                  
                                                                                  
                                                                                  (6,916
                                                                                  )FinancingProceeds
      from shareholder loans
                                                                                  
                                                                                  
                                                                                  23,760
                                                                                  
                                                                                  
                                                                                  
                                                                                  13,925Payments
      on shareholder loans
                                                                                  
                                                                                  
                                                                                  (19,584
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (17,800
                                                                                  )Proceeds
      from demand loans from related parties
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  153,176Share
      issued for cash
                                                                                  
                                                                                  
                                                                                  28,606
                                                                                  
                                                                                  
                                                                                  
                                                                                  5,577Net
      cash flows from financing activities
                                                                                  
                                                                                  
                                                                                  32,781
                                                                                  
                                                                                  
                                                                                  
                                                                                  154,878Effect
      of exchange rate changes
                                                                                  
                                                                                  
                                                                                  (602
                                                                                  )
                                                                                  
                                                                                  
                                                                                  52Change
      in Cash
                                                                                  
                                                                                  
                                                                                  25,125
                                                                                  
                                                                                  
                                                                                  
                                                                                  6,335Cash
      - Beginning
                                                                                  
                                                                                  
                                                                                  9,504
                                                                                  
                                                                                  
                                                                                  
                                                                                  3,168Cash
      - Ending
                                                                                  
                                                                                  $
                                                                                  34,628
                                                                                  
                                                                                  
                                                                                  $
                                                                                  9,504Supplemental
      Cash Flow InformationCash
      paid for:Income
      Taxes
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -Interest
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -The
      accompanying notes are an integral part of these consolidated financials
      statements.
   Table of Contents
 18
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (In
Canadian Dollars)
 June 30,
2008
 
 
 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, for the purpose of advancing the
business plan of PCD. This acquisition is described in more detail in Note
5.
 
 Foreign Currrency
Translation
 
 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.  All transactions initiated in other currencies are
re-measured into the functional currency as follows:
 
 ·
              Assets
      and liabilities at the rate of exchange in effect at the balance sheet
      date,
 ·
              Equity
      at historical rates, and
 ·
              Revenue
      and expense items at the prevailing rate on the date of the
      transaction.
 
 Translation
adjustments resulting from translation of balances are accumulated as a separate
component of shareholders’ equity and reported as a component of comprehensive
income or loss.
 
 Principles of
Consolidation
 
 The
consolidated financial statements also include the accounts of the Company and
those of Pacific Coast Development Corp. which is 70% owned by the
Company.  All significant inter-company balances and transactions have
been eliminated.
 
 Table of Contents
 19
 Cash
 
 Cash
consists of funds in checking accounts held by financial institutions in
Canada.
 
 Revenue
Recognition
 
 The
Company derives its revenues from the following sources and recognizes that
revenue when it is received or receivable as follows:
 
 ·
              Consulting
      Fees are recognized when invoiced. Invoices are created in the period in
      which the work was performed;
 ·
              Real
      Estate Commissions are recognized when the sale of the property has been
      completed and payment is released from escrow;
  and
 ·
              Weekly
      Listing & Admin Fees are recognized when the client's credit card is
      charged.
 
 
 Trust
Accounts
 
 These
consolidated financial statements do not reflect the trust bank account and the
trust liabilities which hold client funds pending the close of real estate
transactions.  As of June 30, 2008 and 2007, the corporation had, in
trust, $ NIL for its clients.
 
 Earnings (Loss) per
Share
 
 Basic
earnings (loss) per share is computed by dividing the net income (loss)
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, 2008 and 2007, there were no
potentially dilutive securities outstanding.
 
 Table of Contents
 20
 Estimates
 
 The
preparation of these consolidated 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 consolidated financial statements and the reported amounts of
revenue and expenses during the period.  Actual results could differ
from these estimates.
 
 Equipment
 
 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.
 
 Patents
 
 The
actual costs to write and file patents with the US Patent Office are capitalized
in the period in which funds are paid.  Patents are amortized using
the straight-line method over the estimated useful life.  If the
patent application is ultimately rejected, any remaining unamortized balance
will be expensed in the period it is rejected.  At June 30, 2008, the
Company has one patent application pending which is being amortized over its
estimated useful life of 10 years.
 
 Non-Controlling
Interest
 
 The
non-controlling interest balance has been reduced to zero due to the Company’s
net losses.  The deficit balance of $57,683 has been included with the
retained earnings (deficit) as of June 30, 2008 since there is no obligation on
the part of minority shareholders to fund losses.
 
 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
 21
 New Accounting
Pronouncements
 
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosure of fair value
measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and accordingly, does not require
any new fair value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. We
have not yet assessed the impact, if any, that the implementation of SFAS
No. 157 will have on our consolidated results of operations or financial
condition.
  In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities." This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. If the
fair value option is elected, unrealized gains and losses will be recognized in
earnings at each subsequent reporting date. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company does not expect
the adoption of this statement to have a material impact on our consolidated
financial statements.
  In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”
(“SFAS No. 141(R)”). SFAS No. 141(R) replaces SFAS No. 141,
“Business Combinations,” however, it retains the basic requirements of the
former Statement that the acquisition method of accounting (previously referred
to as the purchase method) be used for all business combinations. SFAS
No. 141(R) requires the acquiring entity in a business combination to
recognize the identifiable assets acquired, liabilities assumed and any
noncontrolling interest in the business acquired at their acquisition-date fair
values and generally requires acquisition-related costs to be expensed as
incurred. SFAS No. 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in a business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The provisions of
SFAS No. 141(R) must be applied prospectively and are effective for the
Company’s fiscal year ending June 30, 2010 for all business combinations
occurring on or after July 1, 2009. We have not yet assessed the impact
that the implementation of SFAS No. 141(R) may have on our consolidated
results of operations or financial condition.
  In
December 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS
No. 160”). SFAS No. 160 establishes new accounting and reporting
standards for a noncontrolling interest in a subsidiary, which is sometimes
referred to as minority interest, and for the deconsolidation of a subsidiary.
Among other requirements, SFAS No. 160 establishes accounting and reporting
standards that require noncontrolling interests to be reported as a separate
component of equity in the consolidated financial statements, changes in a
parent’s ownership interest while the parent retains its controlling interest be
accounted for as equity transactions and that consolidated net income include
the amounts attributable to both the parent and the noncontrolling interest,
with disclosure of those amounts on the face of the consolidated statement of
income. SFAS No. 160 is effective beginning in the Company’s fiscal
year ending June 30, 2010 and must be applied prospectively, except for the
presentation and disclosure requirements, which will be applied retrospectively
for all periods presented. We have not yet assessed the impact that the
implementation of SFAS No. 160 may have on our consolidated results of
operations or financial condition.
  Table of Contents
 22
 In June
of 2008, the FASB issued a Staff Position on EITF 03-6-1 "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities." The FSP addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share (EPS) under the two class method described in
paragraphs 60 and 61 of FASB Statement No. 128, "Earnings per Share."
The FSP is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and interim periods within those years. The Company
is currently evaluating the impact of this adoption on its consolidated
financial statements.
  Note
2 - Uncertainty as a Going Concern
 
 The
accompanying consolidated 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
Company’s ability to continue as a going concern is dependent upon its ability
to generate profitable operations in the future and/or obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management has plans to seek additional
capital through a private placement and public offering of its common stock.
These plans, if successful, will mitigate the factors which raise substantial
doubt about the Company’s ability to continue as a going concern.
 
 The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Note
3 – Demand Loan Payable
 
 Effective
July 1, 2006, the Company entered into a loan agreement with a related party to
borrow up to CDN $250,000 to fund operations and to acquire a non-dilutive 70%
interest in Pacific Coast Develop Corp (“PCD”), a British Columbia
corporation.  At June 30, 2008, the Company had drawn down $153,176.
The loan does not bear interest and is due on demand.
 
 Note
4 - Shareholder Loans
 
 A
Corporate officer and shareholder loaned funds to the
Company.   At June 30, 2008, the Company owed $12,650. The loan
does not bear interest and is due on demand.
 
 Table of Contents
 23
 Note
5 - Acquisition
 
 The
Company was incorporated on Aug 10, 2006 under the laws of the State of Nevada.
Initial operations were conducted under the name Pacific Coast Development
Corp., a British Columbia corporation operating out of Surrey, British Columbia.
On July 1, 2006, prior to incorporating, a 70%, non-dilutive interest in PCD for
$100,000 was acquired. At incorporation, this pre-incorporation contract with
PCD was ratified and assumed by the Company by unanimous written consent of its
Board of Directors.
 
 Under the
terms of the acquisition agreement, 233 shares of PCD were acquired for $100,000
cash. This equates to a 70% interest in PCD. The purpose of the acquisition was
to advance the business plan of PCD by creating a vehicle with access to public
funds.
 
 Prior to
assuming the acquisition agreement, the Company was a non-operating shell with
no revenue or expenses. Accordingly, the transaction has been accounted for as a
recapitalization of PCD. The historical financial statements presented in these
consolidated financial statement are those of PCD. The assets and liabilities of
PCD have been included in these consolidated financial statements at their net
book value.  The operations of PCD are combined with the Company as of
July 1, 2006.
 
 The
Balance Sheet of the Company prior to the acquisition was as
follows:
 
 Cash
                  
                  $
                  103,112Total
      Assets
                  
                  $
                  103,112Demand
      loans payable
                  
                  
                  103,112Total
      Liabilities
                  
                  
                  103,1125,000,000
      Founder’s Shares Issued at Par Value
                  
                  
                  5,577Stock
      Subscription
                  
                  
                  (5,577
                  )$
                  0
 
 The
assets acquired and liabilities assumed of PCD are as follows:
 
 Cash
                    
                    $
                    3,168Equipment,
      net
                    
                    
                    1,912Total
      Assets
                    
                    $
                    5,080Accounts
      payable and accrued expenses
                    
                    
                    2,000Shareholder
      Loans
                    
                    
                    12,350Total
      Liabilities
                    
                    
                    14,350Net
      Recapitalization
                    
                    
                    (9,270
                    )
 
 Table of Contents
 24
 Note
6 - Preferred Stock
  The
Company has 10,000,000 shares of preferred stock authorized with a $0.001 par
value but no shares are issued.  This class of stock is a “blank check”
class which means that the rights of this stock will be established at the time
of its issuance.
  Note
7 - Income Taxes
  The
Company is liable for taxes in the United States.  As of June 30, 2008, the
Company did not have any income for tax purposes and therefore, no tax liability
or expense has been included in these consolidated financial
statements.
  The
Company has accumulated net operating loss carry-forwards for tax purposes of
approximately $192,000 that may be available to offset future taxable
income.  These operating loss carry-forwards begin to expire in 2027. 
In accordance with the Tax Reform Act of 1986, annual utilization of the
Company’s net operating loss carry-forwards may be limited if a cumulative
change in ownership of more than 50% is deemed to occur within any three-year
period.
  The
deferred tax asset associated with the operating loss carry-forward is
approximately $66,000.  The Company has provided a valuation allowance
against the deferred tax asset.  The change in the valuation allowance
between 2007 and 2008 was an increase of $14,000.
  Note
8 - Subsequent Events
 
 1.
              As
      a result of the ongoing losses of its subsidiary, Pacific Coast
      Development Corp., the Company reached an agreement with the holder (the
      “Purchaser”) of the 30% non-controlling interest of the subsidiary to
      repurchase the 70% majority interest held by the Company. Under the terms
      of the agreement, the Company will relinquish all its shares in the
      subsidiary and forgive the debt owed by the subsidiary to the Company in
      exchange for the 300,000 shares of the Company held by the
      Purchaser.   The transaction was effective on August 31,
      2008 and will be accounted for as a discontinued
  operation.
 
 2.
              On
      September 15, 2008, the Company effected a 3-for-1 stock dividend of its
      issued and outstanding common stock. The per share data in these financial
      statements are presented on a pre-dividend
  basis.


Table of Contents
 25


Item8.    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




(1)           Evaluation of Disclosure Controls and
Procedures.     As required by Rule 13a-15 under the
Exchange Act, our management, our Chief Executive Officer, Chief Financial
Officer, and Directors, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of June 30, 2008.





Disclosure
controls and procedures refer to controls and other procedures designed to
ensure that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures.





Management
conducted its evaluation of disclosure controls and procedures under the
supervision of our chief executive officer and our chief financial officer.
Based on that evaluation, the Board concluded that because of the material
weaknesses in internal control over financial reporting described below, our
disclosure controls and procedures were not effective as of June 30,
2008.




(2)           Management’s Annual Report on
Internal Control over Financial Reporting. Our management is responsible
for establishing and maintaining adequate internal control over financial
reporting.  Under the supervision and with the participation of our
management, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of June 30, 2008 using the criteria
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of June 30, 2008, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.




On
February 4, 2008, the chief executive officer and chief financial officer of the
Company, under authority granted to them by, and with the approval of, the board
of directors, concluded that our previously reported consolidated financial
statements for the periods listed below should no longer be relied
upon:





·
            Our
      quarterly financial statements for the periods ended September 30, 2006
      and December 31, 2006 included in our Form SB-1 filed with the SEC on
      May 11, 2007;


·
            Our
      quarterly report for the period ended March 31, 2007 filed with the
      SEC  on August 30, 2007,


·
            Our
      annual report for the year ended June 30, 2007 filed with the SEC on
      October 19, 2007; and


·
            Our
      quarterly report for the period ended September 30, 2007 filed with the
      SEC on November 27, 2007.





Table of Contents
 26


Due to
this material weakness, management has concluded that the controls over
accounting for share based payments were not operating effectively.
Specifically, controls were not effective to ensure that significant non-routine
transactions, accounting estimates, and other adjustments were appropriately
reviewed, analyzed, and monitored on a timely basis. A material weakness in the
period-end financial reporting process could result in the Company not being
able to meet its regulatory filing deadlines and, if not remediated, has the
potential to cause a material misstatement or to miss a filing deadline in the
future.


Due to
the significant number and magnitude of adjustments identified during the
year-end closing process, management has concluded that the controls over the
period-end financial reporting process were not operating effectively.
Specifically, controls were not effective to ensure that significant non-routine
transactions, accounting estimates, and other adjustments were appropriately
reviewed, analyzed, and monitored on a timely basis. This was evidenced by a
significant number of adjustments noted resulting in the restatement of our
financial statements.




Management
is currently evaluating remediation plans for the above control
deficiencies.




Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.




Moore
& Associates, an independent registered public accounting firm, was not
required to and has not issued a report concerning the effectiveness of our
internal control over financial reporting as of June 30, 2008.




(3)           Changes in Internal Controls.
    During the period ended June 30, 2008, there were no
changes in our internal control over financial reporting that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.




Item
8B.   Other Information




None.





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 HELDMartha
      Jimenez
            61
            Chief
      Executive Officer, President&
      Director
            September
      2, 2008





Table of Contents
 27


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.




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:





Martha
Jimenez





From 1989
to 2006, Ms. Jimenez was President and owner of Lucar Trucking,
Inc.  Ms. Jimenez started Lucar with only two trucks and grew it to 35
trucks with over 50 employees.  Lucar Trucking was primarily involved
in cross border shipments and delivering goods to various parts of
California.  Ms. Jimenez was an active member of the California
Trucking Association for various years before she retired in 2006.




INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS





We are
not currently involved in any legal proceedings.





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 2008 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.


Table of Contents
 28


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, 2008 by (1) each person who served as the
principal executive officer of the Company during fiscal year 2008; (2) the
Company’s most highly compensated executive officers as of June 30, 2008 with
compensation during fiscal year 2008 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, 2008.




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
            2008
            $
            —
            $
            —
            —
            
            —
            —
            —
            —
            $
            —2007
            $
            —
            $
            —
            —
            —
            —
            —
            —
            $
            —Samuel
      J. Alderson
            2008
            $
            ----
            $
            —
            —
            
            —
            —
            —
            —
            $
            ----2007
            $
            ----
            $
            —
            —
            —
            —
            —
            —
            $
            ----Steve
      Neil (1)
            2008
            $
            60,000
            $
            —
            —
            —
            —
            —
            —
            $
            60,0002007
            $
            48,000
            $
            —
            —
            —
            —
            —
            —
            $
            48,000





(1) This
represents management fees paid during the year ended June 30, 2008 and during
the year ended June 30, 2007 to Steve Neil.





There
were no stock options granted or exercised by the named executive directors in
2008.





Employment
Agreements





The
Registrant has no written employment agreements.





Table of Contents
 29


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, 2008 to the Named Executive Officers.




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,
2008.





Option Awards
                                            
                                            Stock AwardsName
                                            
                                            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
                                              VestedDaniel
      L. Baxter
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            $
                                            —
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —Samuel
      J. Alderson
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            $
                                            —
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            —Steve
      Neil
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            —
                                            
                                            
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —





Table of Contents
 30


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.





Director
Compensation




The following table shows the overall
compensation earned for the 2008 fiscal year with respect to each person who was
a director as of June 30, 2008.




DIRECTOR COMPENSATIONName 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.




Table of Contents
 31


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, 2008, 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.





The
number of shares beneficially owned and the percent of shares outstanding are
based on 6,707,337 shares outstanding as of June 30, 2008. 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
            
            48.57%Common
      Stock
            
            Christian
      Eyde Moeller
            
            993,414
            
            14.81%








(1)
            The
      address of the beneficial owner is c/o the Company at 2300 W. Sahara Ave.
      Suite 800, Las Vegas,
NV 89102.


(2)           This
table is based on 6,707,337 issued and outstanding shares as of June 30,
2008.





Changes
in Control





Pursuant
to the terms and conditions of the pending transaction with the DK Group the
Company would issue 40,222,095 post forward-split to acquire the DK Group.
Additionally, as part of this transaction the Company’s current officer and
director would resign and the DK Group would appoint new officers and directors.
Should the DK Group deal close there would be a change in control of the
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.





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 32


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,
      2007.10.1
                Asset
      Purchase Agreement, Between 1st
      Home Buy & Sell Ltd. and DK Group N.A. N.V.
                Incorporated
      by this reference as an Exhibit to the Form 8-K filed on July 3,
      2008.10.2
                Split-Off
      Agreement between 1st
      Home Buy & Sell Ltd. and Pacific Coast Development
    Corp.
                Incorporated
      by this reference as an Exhibit to the Form 8-K filed on September 9,
      2008.31.1
                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
                Filed
      herewith


Item
14. Principal Accounting Fees and
Services




During
the year ended June 30, 2008, we engaged Moore & Associates as our
independent auditor.  For the year ended June 30, 2008, we were billed by
Moore & Associates aggregate fees as discussed below.




·Audit Fees:Fees for
audit services totaled approximately $10,000 for 2008 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 2008 and
2007.  Audit-related services principally included accounting
consultations.




·Tax Fees:  We did not
engage Moore & Associates for any tax related services during 2008 or
2007.




·All Other Fees:Fees
for other services not included in the above were zero in both 2008 and
2007.


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 33
 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 13th day of
October, 2008.




1stHOME BUY & SELL,
      LTD., a
      Nevada CorporationBy:
            /s/ Martha JimenezMartha
      Jimenez
              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/ Martha Jimenez
            
            Chief
      Executive Officer & Director
            
            October
      13, 2008Martha
      Jimenez/s/ Martha Jimenez
            
            Chief
      Financial Officer & Director
            
            October
      13, 2008Martha
      Jimenez




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