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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31,September 30, 2013

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number:333-168025

DESERT CANADIANS LTD.EXP REALTY INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

1325 Lincoln Street, Suite 1
(360) 389-2426Bellingham, WA 98229
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code)code: (360) 685-4206

15057 Stony Plain Road, Edmonton, AB, CanadaBellingham WA 98225
(Former name or former address, and former fiscal year, if changed since last report)

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 require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes[X] [X]     No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files).
Yes [X]     No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]      Accelerated filer [   ]      Non-accelerated filer [   ]   Smaller reporting company [X]

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.
Yes [   ]     No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 14,November 6, 2013 the registrant’s outstanding common stock consisted of 40,086,00047,661,315 shares.

Table of Contents

TABLE OF CONTENTS

Statement Regarding Forward-Looking Statements

Certain statements contained in this report on Form 10-Q contains certain forward-looking statements which are intended to be covered by the safe harbors created thereby. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. Forward-looking statements may include statements about matters such as: future revenues; future industry market conditions; future changes in our capacity and operations; future operating and overhead costs; operational and management restructuring activities (including implementation of methodologies and changes in the board of directors); future employment and contributions of personnel; tax and interest rates; capital expenditures and their impact on us; nature and timing of restructuring charges and the impact thereof; productivity, business process, rationalization, investment, acquisition, consulting, operational, tax, financial and capital projects and initiatives; contingencies; environmental compliance and changes in the regulatory environment; and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth.

These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in this report and our Annual Report on Form 10-K for our prior fiscal year ended June 30, 2013, and the following: current global economic and capital market uncertainties; potential dilution to our stockholders from our recapitalization and balance sheet restructuring activities; potential inability to continue to comply with government regulations; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays, business opportunities that may be presented to, or pursued by, us; changes in the United States or other monetary or fiscal policies or regulations; changes in generally accepted accounting principles; geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues organically; potential inability to attract and retain key personnel; assertion of claims, lawsuits and proceedings against us; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the SEC; potential inability to list our securities on any securities exchange or market. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. We undertake no obligation to publicly update or revise any forward-looking statement.

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

eXp Realty International Corporation

(unaudited)

September 30, 2013

2

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

Desert Canadians Ltd.
(A Development Stage Company)
(unaudited)
March 31, 2013

3

Desert Canadians Ltd.
Balance Sheets
(A Development Stage Company)
(Expressed in U.S. dollars)

EXP REALTY INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

The accompanying notes are an integral part of these financial statementsstatements.

F–1

Desert Canadians Ltd.
Statements of Operations
(A Development Stage Company)
(Expressed in U.S. dollars)
(unaudited)

EXP REALTY INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these financial statementsstatements.

F–2

Desert Canadians Ltd.
Statements of Cash Flows
(A Development Stage Company)
(Expressed in U.S. dollars)
(unaudited)

EXP REALTY INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these financial statementsstatements.

F–3

Desert Canadians Ltd.

eXp Realty International Corporation

Notes to the Condensed Consolidated Financial Statements
(A Development Stage Company)
March 31,

September 30, 2013

(Expressed in U.S. dollars)
(unaudited)

F–4

Desert Canadians Ltd.
Notes to the Financial Statements
(A Development Stage Company)
March 31, 2013
(Expressed in U.S. dollars)
(unaudited)

F–5

Desert Canadians Ltd.
Notes to the Financial Statements
(A Development Stage Company)
March 31, 2013
(Expressed in U.S. dollars)
(unaudited)

F–6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this quarterly report, the terms “we”, “us” and “our” mean Desert Canadians Ltd., unless otherwise indicated. All currency references in this report are to U.S. dollars unless otherwise noted.

Forward Looking Statements

This quarterly report includes forward-looking statements. To the extent that any statements made in this quarterly report contain information that is not historical, such as financial projections, information or expectations about our business plans,there are material differences between the estimates and the actual results, future results of operations products or markets, or future events, such statements are forward-looking. Forward-looking statements canwill be identified byaffected.

c)     Comprehensive Loss

There were no components of comprehensive loss other than net loss for the usethree and nine months ended September 30, 2013 and 2012.

d)     Recently Issued Accounting Pronouncements

There have been no recently issued accounting pronouncements through the date of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Althoughthis report that we believe will have a material impact on our financial position, results of operations, or cash flows.

3. Related Party Transactions

As of September 30, 2013, the Company was indebted to the CEO of the Company for $20,577 for expenses paid for on behalf of the Company. As of December 31, 2012, the Company was indebted to the prior President of the Company for $102,418 for expenses paid for on behalf of the Company and advances. Amounts due to related parties were non-interest bearing, unsecured and due on demand.

4. Stockholders’ Equity

During the 3 months ended March 31, 2013, we issued 365,015 shares of common stock to satisfy $109,500 due to related parties. The amounts due were composed of $92,668 of cash advances and $16,832 of expense reimbursements outstanding at the time of issuance. We also issued 214,120 shares of common stock for cash to investors in private placements between $0.15 and $0.20 per share for receipts of cash totaling $33,734.

During the 3 months ended June 30, 2013, we issued 188,335 shares of common stock for cash to investors in private placements between $0.20 and $0.30 per share for receipts of cash totaling $51,251. In addition we issued 613,598 shares of common stock for services valued at $122,720 to vendors.

During the 3 months ended September 30, 2013, we issued 17,500 shares of common stock for cash to investors in private placements at $0.30 per shares for receipts of cash totaling $5,250.

During the 3 months ended September 30, 2013 the Company effected a thirty-five-to-one forward stock split of the issued and outstanding shares of common stock.

During the 3 months ended September 30, 2013 our President forfeited and the Company subsequently cancelled 1,393,350,000 (post-split) shares of common stock.

During the 3 months ended September 30, 2013 we issued 37,216,345 shares of common stock to shareholders of eXp Realty International Inc. as part of the business combination.

5. Stock Based Compensation

During the periods ended September 30, 2013 and December 31, 2012 the Company approved the issuance of stock options to certain employees, officers, directors, and service provider at the sole discretion of the Board of Directors.

The Company accounts for stock based compensation based on the intrinsic value of the awards and re-measures the intrinsic value at each reporting date through the date of exercise or other settlement. The final measure of compensation cost is recognized at the intrinsic value of the instrument at the date it is settled. Compensation cost for each period until settlement is based on the change in the intrinsic value of the instrument in each reporting period.

The Company’s currently issued stock options vest over periods ranging from 0 to 4 years and are exercisable for a period of 10 years.

The Company’s stock option activity is as follows:

For the nine months ended September 30, 2013 the Company’s stock options had an intrinsic value between $0.03 and $0.17 as compared to the nine months ended September 30, 2012 which had an intrinsic value of $0.00. The Company recognized stock option expense of $338,481 and $0 for the nine months ended September 30, 2013 and September 30, 2012, respectively.

As part of the merger each outstanding option to purchase shares of eXp Realty International, Inc. were converted into options entitling the holder to purchase such number of shares of our common stock that is equal to 7.5 times the number of shares of eXp Realty International, Inc. This transaction required accounting recognition consistent with a modification of an award and the incremental cost associated with this modification to be recognized as of the date of modification. On September 27, 2013 the Company recognized an additional $512,197 of incremental cost associated with this conversion.

6. Commitments and Contingencies

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management the ultimate liability with respect to current proceedings and claims will not have a material adverse effect upon the Company’s financial position or results of operations.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with our financial statements and related notes appearing elsewhere in this report. This discussion contains forward-looking statements based upon current expectations reflectedthat involve numerous risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements are based on reasonable assumptions, there are a numberfor many reasons. Those reasons include, without limitation, those described at the beginning of risks and uncertaintiesthis report under “Statement regarding forward-looking statements,” as well as those that could cause actual results to differ materially from such forward-looking statements. Wemay be set forth elsewhere in this report. Except as otherwise required by law, we do not undertake any obligationintend to publicly update any information contained in these forward-looking statements.The following discussion also addresses matters we consider important for an understanding of our financial condition and results of operations as of September 30, 2013, and for the three and nine month periods ended September 30, 2013, as well as our future results.

Business OverviewOVERVIEW

We were incorporated as a Delaware company on July 30, 2008. We2008 and recently completed a merger transaction and now have no subsidiaries.five subsidiaries; eXp Acquisition Corp., eXp Realty, LLC, eXp Realty of Connecticut, LLC, eXp Realty Washington, Inc., and eXp Realty of Canada, Inc.

We are a development stage company engaged in the dissemination of online information aboutcloud-based real estate brokerage organization operating in the Coachella Valley of California as well as issues related to property ownership in the area. We have developed29 states. As a website that hosts a variety of practical, accurate and interesting information on localcloud-based real estate taxation, immigrationbrokerage for the residential real estate market has embraced and issues, as well as local recreational activities, and we planned to generate revenue from our website throughadopted a number of advertising mechanisms.

On March 12, 2013, our majority shareholder, Carol Callaghan, sold her controlling interest of 40,000,000 shares of our common stock to Glenn Sanford.

Following the purchase of shares by Glenn Sanford, Carol Callaghan resigned as President, CEO, CFO, Secretary and Treasurer and Mr. Sanford was appointed as President, CEO, CFO, Secretary and Treasurer and as a director on March 12, 2013. On March 13, 2013, Ms. Callaghan resigned as a director of the Company and Mr. Sanford remained as our sole director.

Our new director, Glenn Sanford, acquired control of our companycloud-based technologies in order to consider negotiatinggrow into an international brokerage without the purchaseburden of physical bricks and mortar or redundant staffing costs. Following the closing of the merger agreement with eXp Realty International, Inc., the business of eXp Realty, Inc, a cloud-based national real estate brokerage company. Mr. Sanford believes thatLLC became our principal operating business.

RECENT BUSINESS DEVELOPMENTS

The Company continued its geographic expansion into new US States (and into sub-markets within those states) laying the purchase would be a natural fitinfrastructure for our company. Mr. Sanford owns a substantial interest in eXpRealty International Inc.

Our planfuture growth and agent aggregation. The Company added 71 new agents during the first 9 months of 2013. The Company also entered the international market for the very first time during the first 9 months of 2013 with the launch of operations forin the next 12 months was to completeCanadian Province of Ontario.In October, 2013 the developmentCompany signed on a 19 agent team based in Atlanta, Georgia and anticipates integrating a number of our website, retain two business development consultants to assist us in marketingbrokerages and promoting our website, enteragent teams into agreements with companies to advertise their goods and services on our website and complete private and/or public financing to help cover the cost of operating our business for the foreseeable future. However, with a change of management and directorship, this plan of operation could change substantially. With the planned acquisition of a cloud based real estate company, the company’s focus will change significantly.

If we were to continue in our current business,Company during the next 12 months we had plannedmonths.

EXP’s Cloud Office is the Company office for brokers, agents, management and staff. This Cloud Office is where the Company’s community meets to incur approximately $346,000transact business, collaborate, train, exchange, and socialize. Additionally, The Cloud Office is where professional relationships and friendships are initiated and strengthened. To that end, the Company has upgraded its Cloud Office to an enhanced platform starting in expenses to carry outOctober 2013. Our Cloud Office now has improved audio, visual and presentation capabilities, and an increased capacity that will accommodate our business plan. Of this amount, we anticipated that we will spend $20,000 on completing theexisting and continual growing agent base. The Company has also started development of a new, customized end-to-end transaction and maintaining our website, $80,000 on hiring two part-time business development consultants, $140,000 on marketingrevenue sharing management platform. We anticipate this new system to be operational in the first quarter of 2014.

MARKET CONDITIONS AND TRENDS

EXP estimates over 50% of real estate brokerages today are not profitable due to the impact of high or fixed overhead and advertisinga costly struggle to drive higher productivity among their agents. These brokerages (many small to medium size) want to keep their long-term branding and reputation for excellence but want out from under their high costs to operate. Their current cost structure isn’t responsive to cyclical turns and the overhead costs continue to climb. The way in which buyers and sellers of real estate conduct research, initiate appointments, and even make offers has ever increasingly shifted from the traditional retail office to various online technologies. Even the most successful, established, and credible owners in the industry are struggling to remain competitive in the eyes of the agents they need to attract, retain and compensate in order to remain profitable.

Our Cloud Office has enabled brokerage owners to shed enormous overhead expenses and $126,000 on general working capital expenses.staffing costs while still retaining a percentage of commissions generated by their agents. Brokers through the use of our technology can now add additional agents and leverage their professional reputation and credibility both within and outside of their local or regional markets at little to no expense. The Cloud Office provides a scalable solution and a return to profitability for these existing small to medium sized brokerage owners.

COMPARATIVE FINANCIAL INFORMATION FROM OUR RESULTS OF OPERATIONS

Three months ended September 30, 2013

Revenues

During the current three month period ended September 30, 2013 net revenues increased $1.43 million to $3.07 million as compared to the prior three month period ended September, 2012 when we generated $1.64 million. The increase as compared to the prior period is a direct result of the increased sales agent base and higher sales volume realized.

Operating Expenses

Cost of revenues includes costs related to sales agent commissions and revenue sharing. These plans may not be relevant based on new management’s intent to acquire a cloud based real estate company.

We do not have any full-time or part-time employees. Our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole director, Glenn Sanford, works as a consultantcosts are highly correlated with recognized net revenues. As such, the increase of $1.25 million in the areascurrent three month period ended September 30, 2013 as compared to the prior three month period ended September, 2012 was driven by the substantially higher amount of business developmentnet revenues.

General and managementadministrative includes costs related to wages, stock compensation, dues, operating leases, utilities, travel, and contributes approximately 20%other general overhead expenses. The merger transaction entailed an exchange of his timeoption awards thus triggering a modification to us. For the restoutstanding awards and an additional $512 thousand of the time, Mr. Sanford works as a real estate agent for a nationally-recognized cloud based real estate agency.

4

Results of Operations

Revenues

We have limited operational history. From our inception on July 30, 2008 to March 31, 2013 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenuescost recognized in the next 12 months continues to be uncertain.

Expenses

During the three months ended March 31,September 30, 2013. Also, an additional $70 thousand of vested options cost was recognized in the same period. No stock compensation cost was recognized in the prior three month period ending September 30, 2012. Salaries and wages increased $102 thousand in the three month period ending September 30, 2013 as compared to the three month period ended September 30, 2012 as a result of increased executive compensation associated with the addition our president and of our chief operating officer.

Professional fees include costs related to legal, accounting, and other consultants. Costs were up $134 thousand in the three month period ending September 30, 2013 as compared to the nine month period ended September 30, 2012 due to legal and audit fees associated with the merger transaction recently completed.

Sales and marketing include costs related to lead capture, digital and print media, trade shows, in addition to other promotional materials. The Company spent approximately $9 thousand less in trade shows in the three month period ending September 30, 2013 as compared to the three month period ending September 30, 2012.

Nine months ended September 30, 2013

Revenues

During the current nine month period ended September 30, 2013 net revenues increased $3.42 million to $8.21 million as compared to the prior nine month period ended September, 2012 when we incurred total operating expensesgenerated $4.79 million. The increase as compared to the prior period is a direct reflection from the increased sales agent base and higher sales volume realized.

Operating Expenses

Cost of $14,100, which consistedrevenues includes costs related to sales agent commissions and revenue sharing. These costs are highly correlated with recognized net revenues. As such, the increase of $13,310$2.8 million in professional fees and $790 in generalthe current nine month period ended September 30, 2013 as compared to the prior nine month period ended September, 2012 was driven by the substantially higher amount of net revenues.

General and administrative includes costs related to wages, stock compensation, dues, operating leases, utilities, travel, and other general overhead expenses. DuringThe merger transaction entailed an exchange of option awards thus triggering a modification to the same periodoutstanding awards and an additional $512 thousand of cost recognized in the previous fiscal year we incurred total operating expenses of $4,235 including ($1,331) in professional fees and $5,564 in general and administrative expenses.

During the nine months ended March 31, 2013 we incurred total operating expensesSeptember 30, 2013. Also, an additional $338 thousand of $37,645, including $30,315vested options cost was recognized in professional fees and $7,330 in general and administrative expenses. During the same period. The Company also recognized $122,720 of cost associated with the issuance common stock for services during the current nine month period ending September 30, 2012. No stock compensation cost was recognized in the previous fiscal year we incurred total operating expensesprior nine month period ending September 30, 2012. Salaries and wages increased $320 thousand in the nine month period ending September 30, 2013 as compared to the nine month period ending September 30, 2012 as a result of $26,789, including $18,316 in professional fees and $8,473 in general and administrative expenses.

Overall, our operating expenses during the three and nine months ended March 31, 2013 are consistentincreased executive compensation associated with the same periods in the previous fiscal yearaddition our president and the variances are within norms.of our chief operating officer.

From our inception on July 30, 2008 to March 31, 2013 we incurred total operating expenses of $191,019, including $12,604 in website development costs, $143,361 in professional fees and $35,054 in general and administrative expenses.

Our general and administrative expenses consist of transfer agent fees, filing fees, bank charges, office expenses, communication expenses (cellular, internet, fax and telephone) and courier and postage costs. Our professionalProfessional fees include costs related legal, accounting, and auditing costs.

Net Loss

Duringother consultants. Costs were up $195 thousand in the three months ended March 31,nine month period ending September 30, 2013 we incurred a net loss of $14,100,as compared to a net loss of $4,235the nine month period ending September 30, 2012 due to legal and audit fees associated with the merger transaction recently completed.

Sales and marketing include costs related to lead capture, digital and print media, and trade shows, in addition to other promotional materials. The Company spent approximately $19 thousand less in trade shows during the samenine month period ending September 30, 2013 as compared to the nine month period ending September 30, 2012.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s net working capital increased $236 thousand during the current nine month period ending September 30, 2013 as compared to December 31, 2012. The increase is primarily attributable to the increase in cash as well as the previous fiscal year. Duringincrease in accounts receivable.

The following table presents our cash flows for the nine months ended March 31,September 30, 2013 we incurred a net loss of $37,645, compared to a net loss of $26,789 during the same period in the previous fiscal year. We did not experience any net loss per share during these periods. From our inception on July 30, 2008 to March 31, 2013 we incurred a net loss of $191,019.and 2012:

Liquidity and Capital Resources

As of March 31, 2013 we had $49 in

Net cash $49 in total assets, $10,750 in total liabilities, a working capital deficit of $10,701 and an accumulated deficit of $191,019.

We are solely dependent on funds raised through equity financing. Our net loss of $191,019 from our inception on July 30, 2008 to March 31, 2013 was fundedprovided by equity financing and advances from related parties. Since our inception on July 30, 2008 we have raised gross proceeds of $171,000 in cash from the sale of our common stock.

Duringoperating activities for the nine months ended March 31,September 30, 2013 we spent net cash of $39,095 on operating activities,was approximately $90 thousand as compared to net cash spendinga use of $18,627 on operating activities during the same period in the previous fiscal year. From our inception on July 30, 2008 to March 31, 2013 we spent net cash of $164,857 on operating activities, all of which was attributable to our net loss as described above, as offset by certain changes to our operating assets and liabilities.

During$22 thousand for the nine months ended March 31, 2013 we received $38,406 in netSeptember 30, 2012. Our cash from financing activities, including proceeds of $109,500 from stock subscriptions, whereas we received net cash of $22,255 from financing activities during the same periodprovided in the previous fiscal year, including $23,000first nine months of 2013 was primarily from an increase in accrued expenses, $32 thousand, operating advances from related parties. From our inception on Julyparties of $38 thousand, and the balance from operating income, $19 thousand. Cash used by operating activities for the first nine months ended 2012 was primarily driven from a decrease in accrued expenses.

Net cash used in investing activities for the acquisition of fixed assets was $493 and $0 for the nine months ended September 30, 2008 to March 31, 2013 we received netand September 30, 2012 respectively.

Net cash of $164,906 fromprovided by financing activities including $171,000for the nine months ended September 30, 2013 comprised of $90 thousand of net proceeds from the issuance of our419,955 shares of common stock.stock at prices ranging from $0.15 to $0.30 per share, which was partially offset from principal payments of $15 thousand on an outstanding notes payable obligation. Net cash used by financing activities for the nine months ended September 30, 2012 comprised of $15 thousand of advances from related parties, which was partially offset from principal payments of $8 thousand on an outstanding notes payable obligation.

5

We had expectedbelieve that our current cash and cash equivalents in addition to require approximately $346,000forecasted cash flow to continuebe provided from operations will be sufficient to fund capital expenditures, operations, and our planned operations overcurrent obligations for at least the 12next twelve months. Our proposed expenditures for that time period are summarizedfuture capital requirements will depend on many factors, including our level of investment in technology and our rate of growth into new markets. Our capital requirements may be affected by factors which we cannot control such as follows:

These plans may not be relevant based on new management’s intent to acquire a cloud basedthe residential real estate company.market, interest rates, and other monetary and fiscal policy changes in which we currently operate. We may have a greater need to fund our business by using our cash and cash equivalents, which could not continue indefinitely without raising additional capital.

We currently have no bank debt or line of credit facilities. In such case,the event that additional financing is required, we may need considerably more than the above to carry out our revised business plans.

Our general and administrative expenses for the year will consist primarily of filing fees, bank charges, office expenses, communication expenses (cellular, internet, fax and telephone) and courier and postage costs. Our professional fees are related to our regulatory filings throughout the year.

Our near term activities will be directed by Glenn Sanford, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole director, who will also manage our operations.

Due to our limited financial resources, there is no guarantee that we will be able to enter into any agreements with advertising partners or create sufficient interest in our website to make it a profitable venture. In any event, we anticipate that any marketing and advertising activities that we undertake will require us to obtain additional financing.

6

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have sufficient assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stockit on terms acceptable to fund our operationsus or planned activities. In the absence of such financing, we will not be able to proceed with our plan of operations.at all. If we do not continueare unable to obtainraise additional financing, we may be forced to abandoncapital when desired, our business plan or significantly curtail our operations.and results of operations will likely suffer.

Going Concern

Our financial statements for the threeCONTRACTUAL OBLIGATIONS AND COMMITMENTS

We currently have one long-term debt obligation with a principal balance of $62 thousand accruing interest at 3% and nine months ended March 31, 2013is payable full during April 2015. We also have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.non-cancelable operating lease agreements with various expiration dates through August 2014.

Off-Balance Sheet ArrangementsOFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4.Controls and Procedures CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and ProceduresEVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the 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.

As of the end of the period covered by this report we carried out an evaluation of the effectiveness of our disclosure controls and procedures with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, we concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information was not accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the three months ended March 31, 2013 there wereCHANGES IN INTERNAL CONTROL

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7

PART II – OTHER INFORMATION

Item 1.Legal ProceedingsLEGAL PROCEEDINGS

We are not aware of any legal proceedings

From time to whichtime, we are a party. Noneinvolved in lawsuits, claims, investigations and proceedings that arise in the ordinary course of our directors, officers, affiliates, any owner of recordbusiness. There are no matters pending or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adversethreatened that we expect to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not awareimpact on our business, results of any other legal proceedings that have been threatened against us.operations, financial condition or cash flows.

Item 2.Unregistered Sales UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30, 2013 the Company issued 419,955 shares of Equity Securities and Usecommon stock for net cash proceeds of Proceeds$90,235 at prices ranging from $0.15 to $0.30 per share.

None.

Item 3.Defaults Upon Senior SecuritiesDEFAULTS UPON SENIOR SECURITIES

None.

Item 4.Mine Safety DisclosuresMINE SAFETY DISCLOSURES

Not applicable.

Item 5.Other InformationOTHER INFORMATION

None.

Item 6.ExhibitsEXHIBITS

___________________

8

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

9