U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

S	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
X .	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended Sept. 30, 2009
	For the quarterly period ended June 30, 2010
£	Transition Report under Section 13 or 15(d) of the Exchange Act
.	Transition Report under Section 13 or 15(d) of the Exchange Act
	For the Transition Period from ________to __________

Commission File Number: 333-149294

PB PROPERTIES & INVESTMENTS, INC.

(Exact Name of Registrant as Specified in its Charter)


NEVADA	26-3568952
(State of other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

168 Derwent Place
11248 Vintners Lane	89138
Las Vegas, NV	89144
Las Vegas, Nevada
(Address of principal executive offices)	(Zip Code)

Registrant's Phone: (702) 683-3334

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes S No £~~

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.

Large accelerated filer ~~£ Accelerated filer £ Non-accelerated filer £ Smaller reporting company S~~ .

~~Indicate~~Accelerated ~~by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~filer . ~~Yes S No £~~

AsNon-accelerated ~~of Mar~~filer . ~~31, 2009, the issuer had 6,000,000 shares of common stock issued and outstanding.~~

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 5.	Other Information	17
Item 6.	Exhibits	17

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 X . No .

As of June 30, 2010, the issuer had 18,000,000 shares of common stock issued and outstanding.


	TABLE OF CONTENTS	Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

ITEM 1 FINANCIAL STATEMENTS

Financial Statements for 96 month period ended ~~Sept.~~June 30, ~~2009~~2010 have been prepared by the Management Group of PB Properties & Investments, Inc.

PB PROPERTIES & INVESTMENTS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

30, Sept. 09

ASSETS
Current Assets
	Cash and Cash Equivalents		-
	Accounts Receivable - Trade	$	-
Total Current Assets			-
Total Assets		$	-
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' Equity (Note B)
	Common stock, par value $.001;
	75,000,000 shares authorized;
	6,000,000 shares issued and outstanding	$	6,000
	Additional Paid in Capital		-
	Retained Earnings (Accumulated Deficit)		(6,000)
Total Stockholders' Equity			-
Total Liabilities and Stockholders' Equity		$	-

PBReport ~~PROPERTIES~~of &Independent ~~INVESTMENTS,~~Registered ~~INC.~~Public Accounting Firm

(ATo ~~DEVELOPMENT~~the ~~STAGE~~Board ~~COMPANY)~~of Directors and Stockholders of

~~STATEMENT~~PB OFProperties ~~OPERATIONS~~& Investments, Inc.

~~FOR~~Las ~~THE PERIOD ENDED SEPT. 30~~Vegas, ~~2009~~NV 89135

Income
	Revenues	$	-
Total Cost of Sales			-
Gross Margin			-
General and Administrative Expenses
	Administrative Fees		1,850
	Licenses and Permits		400
	Legal Fees		2,500
	Accounting Fees		1,250
Total Expenses			6,000
Net Income (Loss)		$	(6,000)
Per Share Information:
Net Income (Loss) per share - 6,000,000 shares issued		$	(0.002)
Basic weighted average number
	common stock shares outstanding		3,878,049
Diluted weighted average number
	common stock shares outstanding		3,878,049

We have reviewed the accompanying balance sheets of PB Properties & Investments, Inc. as of June 30, 2010 and December 31, 2009, and the related statements of operation, stockholders' equity, and cash flows for the three-month periods ended June 30, 2010 and 2009. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sam Kan & Company

___________________________

Sam Kan & Company,

August 2, 2010

Alameda, California

PB PROPERTIES & INVESTMENTS, INC.


PB Properties & Investments, Inc.
(A Development Stage Enterprise)
Consolidated Balance Sheets

		June 30,				December 31,
		2010		2009		2009		2008

ASSETS

Current assets
	Cash	$	-	$	-	$	-	$	1,350
	Cash - restricted		-		20,800		20,800		-
Total current assets			-		20,800		20,800		1,350

	Goodwill, net		-		-		-		-

Total assets		$	-	$	20,800	$	20,800	$	1,350

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Currnet liabilities
	Accounts payable	$	500	$	500	$	500	$	-
	Loan from shareholder		6,500		3,500		3,500		-
Total current liabilities			7,000		4,000		4,000		-

Stockholders' (Deficit) Equity
	Common stock, $.001 par value; 75,000,000 shares authorized, 18,000,000 and 18,416,000 shares issued and outstanding at June 30, 2010 and June 30, 2009		18,000		18,416		18,416		18,000
	Additional paid in capital		588,000		608,384		608,384		588,000
	Deficit accumulated during the development stage		(613,000)		(610,000)		(610,000)		(604,650)
Total stockholders' (deficit) equity			(7,000)		16,800		16,800		1,350

Total liabilities and stockholders' (deficit) equity		$	-	$	20,800	$	20,800	$	1,350

See accompanying notes to financial statements

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED SEPT. 30, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (Loss)				$	(6,000)
Adjustments to reconcile net income to net cash provided
	by operating activities
		Depreciation			-
		Amortization			-
		(Increase) decrease in:
		Accounts Receivable			-
		Increase (decrease) in:
		Accounts Payable			-
		Accrued Payroll Taxes			-
		Net Cash Provided (Used) By Operating Activities			(6,000)
CASH FLOWS FROM INVESTING ACTIVITIES
	Fixed Asset Additions				-
		Net Cash (Used) By Investing Activities			-
CASH FLOWS FROM FINANCING ACTIVITIES
	Common Stock Issuances				6,000
		Net Cash (Used) By Financing Activities			6,000
			NET INCREASE (DECREASE) IN CASH		-
CASH AT BEGINNING OF PERIOD					-
CASH AT END OF PERIOD				$	-

PB PROPERTIES & INVESTMENTS, INC.


PB Properties & Investments, Inc.
(A Development Stage Enterprise)
Consolidated Statement of Operations

		For the Quarter Ended June 30, 2010		For the Quarter Ended June 30, 2009		For the period from July 10, 2008 (inception) to June 30, 2010

Revenue		$	-	$	-	$	5,095

Expenses
	General and administrative		-		1,350		12,809
	Professional fees		-		4,000		7,000
	Impairment		-		-		598,286
Total expenses			-		5,350		618,095

Net loss		$	-	$	(5,350)	$	(613,000)

Basic and diluted loss per common share		$	-	$	(0.0003)

Weighted average shares outstanding			18,267,140		18,122,697

See accompanying notes to financial statements

STATEMENT OF STOCKHOLDERS' EQUITY

ACCUMULATED FOR THE PERIOD FROM DATE OF INCEPTION

ON JULY 10, 2008

(Expressed in US Dollars)

		Number of Common	Par	Additional Paid	Deficit	Total Stockholders'
Capital Stock Issued		Shares	Value	In Capital	Accumulated	Equity (Deficit)
- August 8, 2008		4,150,000	4,150	-	-	4,150
	Stock issued for Cash
- August 8, 2008		1,850,000	1,850	-	-	1,850
	Stock Issued for Services
Net Loss for the period from March 12, 2008
to December 31, 2008		-	-	-	(6,000)	(6,000)
Balance as of December 31, 2008		6,000,000	-	-	(6,000)	-
Balance as of March 31, 2009		6,000,000	-	-	(6,000)	-

The accompanying notes are an integral part of these FINANCIAL STATEMENTS.


PB Properties & Investments, Inc.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

	For the Quarter Ended June 30, 2010		For the Quarter Ended June 30, 2009		For the period from July 10, 2008 (inception) to June 30, 2010




Cash flows from operating activities
Net loss	$	-	$	(5,350)	$	(613,000)
Adjustments to reconcile net income to net cash used by operating activities
Accounts payable		-		500		-
Net cash used in operating activities		-		(4,850)		(613,000)

Cash flows from investing activities		-		-		-

Cash flows from financing activities
Issuance of common stock		(416)		416		18,416
APIC		(20,384)		20,384		608,384
Loan from shareholder		-		3,500		5,650
Net cash provided by financing activities		(20,800)		24,300		632,450

Net change in cash		(20,800)		19,450		19,450

Cash at beginning of period		20,800		1,350		1,350

Cash at end of period	$	-	$	20,800	$	20,800

Supplemental disclosure of non-cash investing and financing activities:
Issuance of shares of common stock for acquisition	$	(416)	$	416	$	18,000

Supplemental cash flow Information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

See accompanying notes to financial statements

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF JULY 10, 2008

TO ~~SEPT.~~JUNE 30, ~~2009~~2010

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of PB Properties & Investments, Inc. (A Development Stage Company) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. ~~These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.~~ The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “Accounting and Reporting by Development State Enterprises.”

Organization, Nature of Business and Trade Name

PB Properties & Investments, Inc. (the Company) was incorporated in the State of Nevada on July 10, 2008. PB Properties & Investments, Inc. is a development stage company with the principal business objective of ~~buying,~~seeking ~~selling,~~a ~~syndicating,~~merger ~~and~~or ~~land banking for national and private homebuilders and commercial developers~~acquisition. The Company has been in the developmental stage since inception and has no operating history other than organizational matters.

~~The~~On ~~primary~~May ~~activity~~7, of2009, the Company ~~currently~~underwent ~~involves~~a ~~seeking~~reverse-merger ~~properties~~with toHLM ~~purchase,~~which ~~rezone~~is ~~then~~formed ~~sell~~in ~~for~~Delaware aon ~~substantial~~October ~~profit~~24, 2008. ~~The~~On May 7, 2009, the Company ~~has~~had ~~not~~zero ~~selected~~balance in ~~any~~their ~~properties~~equity asaccount. ~~acquisition~~In ~~targets~~connection ~~and~~with ~~does~~the ~~not~~reverse ~~intend~~merger, tothe ~~limit~~Company ~~potential~~issued ~~candidates~~12,000,000 shares of common stock to ~~particular~~the ~~location~~sole member of HLM at a price of $0.05 ~~The~~per ~~Company’s~~share. ~~plans~~For financial reporting purposes, these transactions are inclassified as recapitalization of the ~~conceptual~~Company ~~stage~~and ~~only~~the historical financial statements of HLM. The accompanying consolidated financial statements were adjusted to reflect the effects of the recapitalization, at December 31, 2009 as well as retroactively at December 31, 2008 as if these transactions occurred on October 24, 2008 in wake of the reverse-merger presentation.

HLM was formed in the state of Delaware on Oct. 24, 2008 under the same name. HLM is a development stage company and has as a principal business objective of assisting clients in modifying home loans. HLM was funded and began operations on Oct. 24, 2008.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that ~~effect~~affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and it subsidiaries. All intercompany accounts and transactions have been eliminated.

Reclassification

Certain reclassifications that have no effect on net income (loss) have been made in the prior period financial statements to conform to the current presentation.

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF JULY 10, 2008

TO JUNE 30, 2010

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated
	Useful Lives
Office Equipment	5-10 years
Copier	5 - 7 years
Vehicles	5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes, depreciation is computed under the straight-line method.

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF JULY 10, 2008

TO SEPT. 30, 2009

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

~~Revenue~~Restricted ~~and Cost Recognition~~cash

The Company ~~has~~offered ~~been~~on ina ~~the~~best-efforts ~~developmental~~basis ~~stage~~a ~~since~~minimum ~~inception~~of 400,000 and ~~has~~a nomaximum ~~operations~~of to2,000,000 ~~date~~shares of its common stock at a price of $0.05 per share. The ~~Company~~proceeds ~~currently~~from ~~does~~the ~~not~~sale ~~have~~of athe ~~means~~shares ~~for~~in ~~generating~~this ~~revenue~~offering were payable to Harold Gewerter, Esq. ~~Revenue~~- ~~and~~Trust ~~Cost~~Account ~~Recognition~~fbo ~~procedures~~PB ~~will~~Properties, beInc. All ~~implemented~~subscription ~~based~~funds onare ~~the~~held ~~type~~in ofa ~~properties~~non-interest ~~required~~or ~~and~~minimum ~~sale~~interest ~~contract~~bearing ~~specifications~~Trust Account.

~~Cost~~The Company has sold a total of ~~Goods~~416,000 ~~Sold~~shares of common stock under this pursuant as of March 31, 2010 and the resulted proceed of $20,800 held as restrictive cash.

~~Since~~The ~~the~~ Company is ~~still~~conducting ina "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the ~~development~~U.S. ~~state~~Securities ~~formal~~and ~~application~~Exchange Commission (the "S.E.C.") under the Securities Act of ~~certain~~1933, ~~procedures~~as ~~have~~amended ~~not~~(the ~~been~~"Securities ~~implemented~~Act").The ~~Generally~~net offering proceeds, ~~job~~after ~~costs~~deduction ~~include~~for ~~purchase~~offering ~~price~~expenses and sales commissions, and the securities to be issued to investors must be deposited in an escrow account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the escrow account, the deposited securities may not be traded or transferred. Except for an amount up to 10% of ~~properties~~the asdeposited ~~well~~funds asotherwise ~~all~~releasable ~~direct~~under ~~materials~~Rule 419, the deposited funds and ~~labor~~the ~~costs~~deposited securities may not be released until an acquisition meeting certain specified criteria has been consummated and ~~those~~a ~~indirect~~sufficient ~~costs~~number ~~related~~of investors reconfirm their investment in accordance with the procedures set forth in Rule 419. Pursuant to ~~development~~these procedures, a new prospectus, which describes an acquisition candidate and ~~maintenance~~its business and includes audited financial statements, will be delivered to all investors. The Company must return the pro rata portion of the ~~property~~deposited ~~prior~~funds to ~~sale~~any investor who does not elect to remain an investor. ~~Selling~~Unless a sufficient number of investors elect to remain investors, ~~general~~all investors will be entitled to the return of a pro rata portion of the deposited funds (plus interest) and ~~administrative~~none ~~costs~~of ~~are~~the ~~charged~~deposited securities will be issued to ~~expense~~investors. asIn ~~incurred~~the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors. This 18 month period expired on June 24, 2010 and thus all funds and shares held as of that date in the Rule 419 escrow were returned to investors and canceled.

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF JULY 10, 2008

TO JUNE 30, 2010

Revenue Recognition

The Company has been in the developmental stage since inception and has had minimal operations to date. The Company generated revenue amounted to $5,095 in 2008. The Company did not have any revenue in 2009 or the first or second quarters of 2010.

The Company recognizes revenues when services are rendered to the customer and according to the terms of the contract. Revenue and Cost Recognition procedures will be implemented based on the type of company acquired by in a merger or acquisition.

Advertising

Advertising expenses related to specific jobs are allocated and classified as costs of goods sold. Advertising expenses not related to specific jobs are recorded as general and administrative expenses. There was no advertising expense for the years ended December 31, 2009 and 2008 or the first or second quarters of 2010.

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on PB Properties & Investments, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. PB Properties & Investments, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Capital Stock

The Company has authorized Seventy Five Million (75,000,000) shares of common stock with a par value of $0.001. Currently, ~~Six~~18,000,000 ~~Million~~ shares of common stock have been issued.

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.

Recently Issued Accounting Pronouncements

InOn ~~December~~July 1, ~~of 2002~~2009, ~~the~~Financial Accounting Standards Board (“FASB”) ~~issued~~Accounting ~~SFAS~~Standards ~~148,~~Codification™ (“ASC”) became the sole source of authoritative Generally Accepted Accounting Principles (“GAAP”) literature recognized by the Financial Accounting Standards Board for ~~Stock-Based~~financial ~~Compensation~~statements –issued ~~Transition~~for interim and ~~Disclosure~~annual –periods Anending ~~Amendment~~after September 15, 2009. Rules and interpretive releases of ~~FASB~~the ~~Statement~~Security ~~No.~~Exchange ~~123.~~Commission (“SEC”) ~~SFAS~~under ~~148~~authority ~~provides~~of ~~alternative~~federal ~~methods~~securities laws are also sources of ~~transition~~authoritative GAAP for aSEC ~~voluntary~~registrants. ~~change~~Except tofor ~~the~~applicable ~~fair~~SEC ~~value~~rules ~~based~~and ~~method~~regulations ofand ~~accounting~~a ~~for~~limited ~~stock-based~~number ~~employee~~of ~~compensation.~~grandfathered ~~In addition~~standards, ~~the~~all ~~statement~~other ~~amends~~sources ~~the~~of ~~disclosure~~GAAP ~~requirements~~for ofnongovernmental ~~Statement~~entities ~~No.~~were ~~123~~superseded toby ~~require~~the ~~prominent~~issuance ~~disclosures~~of inASC. ~~both~~ASC ~~annual~~did ~~and~~not ~~interim~~change ~~financial~~GAAP, ~~statements~~but ~~about~~rather combined the ~~method~~sources of ~~accounting~~GAAP and the framework for ~~stock-based~~selecting ~~employee~~among ~~compensation~~those ~~and~~sources into a single source. Accordingly, the ~~effect~~adoption of ~~the~~ASC ~~method~~had ~~used~~no impact on ~~reported~~the financial results of the Company.

8In May 2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies.

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF ~~DECEMBER~~JULY 3110, 2008

TO ~~SEPT.~~JUNE 30, ~~2009~~2010

~~NOTE~~This AStatement –requires ~~SUMMARY~~that OFan ~~SIGNIFICANT~~insurance ~~ACCOUNTING~~enterprise ~~POLICIES~~recognize a claim liability prior to an event of default (~~continued~~insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

~~Recently~~In ~~Issued~~May 2008, FASB issued Financial Accounting ~~Pronouncements~~Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (~~Continued~~GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. This pronouncement has no effect on this Company’s financial reporting at this time.

In ~~December~~March ~~2007,~~of 2008 the Financial Accounting Standards Board (FASB) issued SFAS ~~160~~No. 161, “~~Noncontrolling~~Disclosures ~~interests~~about inDerivative ~~Consolidated~~Instruments ~~Financial~~and ~~Statements~~Hedging – Activities—an amendment of ~~ARB~~FASB Statement No. 51133, “Accounting for Derivatives and Hedging Activities.” SFAS No. ~~This~~161 has the same scope as Statement ~~amends~~No. ~~ARB~~133 51but torequires ~~establish~~enhanced ~~accounting~~disclosures about (a) how and ~~reporting~~why ~~standards~~an ~~for~~entity ~~the~~uses ~~noncontrolling~~derivative ~~interest~~instruments, in(b) ahow ~~subsidiary~~derivative instruments and ~~for~~related ~~the~~hedged ~~deconsolidation~~items ofare aaccounted ~~subsidiary.~~for Itunder ~~clarifies~~Statement ~~that~~No. a133 ~~noncontrolling~~and ~~interest~~its inrelated ainterpretations, ~~subsidiary~~and is(c) anhow ~~ownership~~derivative ~~interest~~instruments inand ~~the~~related ~~consolidated~~hedged ~~entity~~items ~~that~~affect ~~should~~an beentity’s ~~reported~~financial asposition, ~~equity~~financial inperformance, ~~the~~and ~~consolidated~~cash ~~financial~~flows. SFAS ~~statements~~No. ~~This~~161 ~~Statement~~ is effective for financial statements issued for fiscal years ~~beginning~~and oninterim orperiods beginning after ~~December~~November 15, 2008., ~~Early~~with ~~adoption~~early isapplication ~~not permitted~~encouraged. The ~~Management~~statement isencourages, ~~currently~~but ~~evaluating~~does ~~the~~not ~~effects~~require, ofcomparative ~~this~~disclosures ~~statement,~~for ~~but~~earlier itperiods isat ~~not~~initial ~~expected~~adoption. SFAS toNo. ~~have~~161 ~~any~~has ~~impact~~no effect on the Company’s financial position, statements. of operations, or cash flows at this time.

In ~~February~~December, 2007, the FASB issued SFAS ~~159~~No. 160, “~~The~~Non-controlling ~~Fair~~interests ~~Value~~in ~~Option~~Consolidated ~~for~~ Financial ~~Assets~~Statements, ~~and~~an ~~Financial~~amendment ~~Liabilities~~of ARB No. 51.” SFAS ~~159~~No. ~~creates~~160 aapplies ~~fair~~to ~~value~~“for-profit” ~~option~~entities ~~allowing~~that anprepare ~~entity~~consolidated tofinancial ~~irrevocably~~statements ~~elect~~where ~~fair~~there ~~value~~is asan ~~the~~outstanding ~~initial~~non-controlling ~~and~~interest ~~subsequent~~in ~~measurement~~a ~~attribute~~subsidiary. The ~~for~~Statement ~~certain~~requires ~~financial~~that ~~assets~~the ~~and~~non-controlling ~~financial~~interest ~~liabilities,~~be ~~with~~reported ~~changes~~ in ~~fair~~the ~~value~~equity ~~recognized~~section inof ~~earnings~~the asconsolidated ~~they~~balance ~~occur.~~sheet ~~SFAS~~but ~~159~~identified ~~also~~separately ~~requires~~from anthe ~~entity~~parent. The toamount ~~report~~of ~~those~~consolidated ~~financial~~net ~~assets~~income ~~and~~attributed ~~financial~~to ~~liabilities~~the ~~measured~~non-controlling atinterest ~~fair~~is ~~value~~required into abe ~~manner~~presented, ~~that~~clearly ~~separates~~labeled ~~those~~for ~~reported fair values from~~ the ~~carrying~~parent ~~amounts of assets~~ and ~~liabilities~~the ~~measured~~non-controlling ~~using~~entity, ~~another measurement attribute~~ on the face of the consolidated statement of ~~financial position~~income. When ~~Lastly~~a subsidiary is de-consolidated, ~~SFAS~~any ~~159~~retained ~~requires~~non-controlling aninterest ~~entity~~is to ~~provide~~be ~~information~~measured ~~that~~at ~~would~~fair ~~allow~~value. Gain ~~users~~or toloss ~~understand~~on ~~the~~de-consolidation ~~effect~~is onrecognized ~~earnings~~rather ofthan ~~changes~~carried inas the ~~fair~~ value onof ~~those instruments selected for~~ the ~~fair~~retained ~~value election~~investment. The ~~SFAS~~Statement ~~159~~ is effective for fiscal years and interim periods beginning on or after ~~November~~December 15, ~~2007~~2008. It ~~with~~cannot ~~early~~be ~~adoption~~adopted ~~permitted.~~earlier ~~The~~but, ~~Company~~once adopted, is ~~continuing~~ to ~~evaluate~~be ~~SFAS~~applied ~~159~~retroactively. This ~~and~~pronouncement tohas ~~assess~~no ~~the~~effect ~~impact~~ on ~~its~~this ~~results~~Company’s ~~of operations and~~ financial ~~condition~~reporting ifat anthis ~~election is made to adopt the standard~~time.

In ~~September~~December ~~2006~~2007, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued ~~Statement~~SFAS ~~of Financial Accounting Standards~~ No.141 ~~157~~(revised 2007), “~~Fair~~Business ~~Value Measurements~~Combinations” ~~which~~(“SFAS ~~defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles~~ 141(~~GAAP~~R),”) and ~~expands disclosures about fair value measurements. Where applicable,~~ SFAS No. ~~157~~ ~~simplifies~~160, ~~and~~“Non-controlling ~~codifies~~Interests ~~related~~in ~~guidance~~Consolidated ~~within~~Financial ~~GAAP~~Statements” ~~and does not require any new fair value measurements.~~ (“SFAS No160”). ~~157~~ isThese ~~effective~~standards ~~for~~aim ~~financial~~to ~~statements issued for fiscal years beginning after November 15~~improve, ~~2007~~simplify, and ~~interim~~converge ~~periods~~internationally ~~within~~the ~~those~~accounting ~~fiscal~~for ~~years. Earlier~~business ~~adoption~~combinations isand ~~encouraged. The Company does not expect~~ the ~~adoption~~reporting of ~~SFAS~~non-controlling ~~No. 157~~interests toin ~~have~~consolidated ~~a significant effect on its~~ financial ~~position or results of operation~~statements.

~~Pursuant~~The toprovisions ~~FASB~~of ~~Statement~~SFAS ~~No.~~ 141, ~~Business~~(R) ~~Combinations~~and (SFAS ~~141,~~160 ~~and~~are ~~its~~effective ~~predecessor,~~for ~~APB~~the ~~Opinion~~fiscal ~~No.~~year 16beginning ~~(APB~~April ~~16))~~1, ~~goodwill~~2009. The ~~may~~adoption ~~be recognized in connection with the acquisition~~ of ~~oil~~SFAS 141(R) and ~~gas~~SFAS ~~exploration~~160 ~~and~~has ~~production~~not ~~properties~~impacted ~~that~~the ~~constitute~~Company’s afinancial ~~business~~statements.

Rule 4-10(c)(6)(i) of Regulation S-X, applicable to the full cost accounting method, specifies that "sales of oil and gas properties, whether or not being amortized currently, shall be accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center." It goes on to indicate that "a significant alteration would not ordinarily be expected to occur for sales involving less than 25% of the reserve quantities of a given cost center."

None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF JULY 10, 2008

TO JUNE 30, 2010

NOTE B – GOING CONCERN

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

Management expects to seek potential properties for rezoning and resale and other business opportunities from all known sources but will rely principally on personal contacts of its officers and directors as well as indirect associations between them and other business and professional people. It is not presently anticipated that the Company will engage professional firms specializing in property acquisitions. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.

9NOTE C – NET LOSS PER COMMON SHARE

PBNet ~~PROPERTIES~~loss &per ~~INVESTMENTS~~share is calculated in accordance with SFAS No. 128, ~~INC~~“Earnings Per Share.” (AThere ~~Development~~are no ~~Stage~~potentially ~~Company)~~dilutive securities or derivative instruments outstanding as of June 31, 2009 or 2010.

~~NOTES~~NOTE TOD ~~FINANCIAL~~– ~~STATEMENTS~~INCOME TAXES

FOR THE INCEPTION PERIOD OF DECEMBER 31, 2008

TO SEPT. 30, 2009

NOTE C – INCOME TAXES

The Company accounts for income taxes using the liability method; under which deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

NOTE C – INCOME TAXES (continued)

Deferred taxes will be provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in no net deferred tax assets or liabilities for the periods audited.

~~NOTE~~Net Ddeferred –tax ~~NET~~assets ~~LOSS~~consist ~~PER~~of ~~COMMON~~the ~~SHARE~~following components from Inception on July 10, 2008 to June 30, 2010:

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted –average number of common shares outstanding during each period is used to compute basic loss per share. Basic net loss per common share is based on the weighted-average number of share of common stock of Three Million Eight Hundred Seventy Eight Thousand Forty Nine (3,878,049) shares.


		2010
Deferred tax assets NOL carryover	$	208,420
Valuations Allowance		(208,420)
Net Deferred Tax Asset	$	0

~~This~~The ~~figure~~income ~~was~~tax ~~calculated~~provision differs from the ~~total~~amount ~~number~~ of ~~days~~income ~~the~~tax ~~stock~~determined ~~has~~by ~~been~~applying ~~issued~~the ~~(53)~~U.S. ~~divided~~federal byincome ~~the~~tax ~~total~~rate ~~number~~ of ~~days~~34% into ~~the~~pretax ~~development~~income ~~period~~from ~~(82)~~continuing ~~ending~~operations ~~December~~for ~~31, 2008 multiplied by~~ the ~~total~~periods ~~number~~ended ofJune ~~shares~~30, ~~issued~~2010 ~~Six~~due ~~Million~~to ~~(6,000,000).~~the following:

~~NOTE~~On EJune –30, ~~STOCK~~2010, ~~BASED~~the ~~COMPENSATION~~Company had an operating loss carry forward of $208,420 that can be used as an offset against future taxable income. No tax benefit has been reported in the June 30, 2010 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

~~SFAS~~Due ~~148~~to ~~requires~~the ~~prominent~~change ~~disclosures~~ in ~~both~~ownership ~~annual~~provisions ~~and interim financial statements about the method~~ of ~~accounting for stock-based employee compensation and~~ the ~~effect~~Tax ofReform ~~the~~Act ~~method used on reported results. The Company issued One Million Eight Hundred Fifty Thousand Shares~~ of ~~stock~~1986, tonet ~~the~~operating ~~President~~loss ofcarry-forwards ~~the company~~ for ~~services~~Federal ~~rendered~~income intax ~~the~~reporting ~~organization~~purposes ofare ~~the~~subject ~~company. This stock was issued~~ to ~~the~~annual ~~President~~limitations. Should ata ~~the~~change ~~stated~~in ~~par~~ownership ~~value of $1~~occur,~~850~~ ~~since~~net ~~the~~operating ~~company~~loss ~~has~~carry ~~had~~forwards nomay ~~operations~~be ~~and~~limited ~~has~~as ~~not~~to ~~acquired~~use ~~any~~in ~~assets~~the ~~nor liabilities that would require a fair value estimate to be made~~future.

1012

PB PROPERTIES & INVESTMENTS, INC. (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF JULY 10, 2008

TO JUNE 30, 2010

NOTE E – RELATED PARTY TRANSACTIONS

The Company issued Six Million Shares of stock to the initial President of the company for cash. This stock was issued to the President at the stated par value of $6,000.

The major shareholder advanced $3,000 to the Company for legal and professional fee during the quarter ended March 31, 2010. This non-interest bearing advance is due on demand and the balance was $6,500 at June 30, 2010.

NOTE F – ACQUISITIONS AND INVESTMENTS

On May 7, 2009, the Company underwent a reverse-merger with HLM which is formed in Delaware on October 24, 2008. On May 7, 2009, the Company had zero balance in their equity account. In connection with the reverse merger, the Company issued 12,000,000 shares of common stock to the sole member of HLM at a price of $0.05 per share. For financial reporting purposes, these transactions are classified as recapitalization of the Company and the historical financial statements of HLM. The accompanying consolidated financial statements were adjusted to reflect the effects of the recapitalization, at December 31, 2009 as well as retroactively at December 31, 2008 as if these transactions occurred on October 24, 2008 in wake of the reverse-merger presentation.

The acquisition has been accounted for as a purchase in accordance with ASC 805 (previously known as Statement of Financial Accounting Standard No. 141, "Business Combinations"). HLM did not have any asset or liability at the time of the acquisition thus the entire $598,286 was allocated to goodwill. The goodwill was calculated as follow:


Common stock value	$	600,000
HLM loss from 2008		(364)
HLM loss from 2009		(1,350)
Goodwill total	$	598,286

Goodwill is subject to an annual impairment test. The Company has conducted an annual impairment test on the goodwill and concluded that there will be no foreseeable benefit generated from HLM. Due to this reason, the Company has decided to write off the entire $598,286 in goodwill. This impairment was retroactively deducted as it has been presented in the income statement as of December 31, 2008.

NOTE G – COMMON STOCK EQUITY

On June 24, 2010, the Company returned from escrow 416,000 shares and restrictive cash in the amount of $20,800 to the original investors pursuant to Rule 419.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

GENERAL DESCRIPTION OF BUSINESS

~~The~~PB ~~Company~~Properties, ~~has~~Inc. ~~been in~~ (the ~~developmental~~"Company"), ~~stage~~was ~~since~~incorporated ~~inception~~on ~~and~~July ~~has~~10, no2008 under ~~operations~~the tolaws ~~date.~~of ~~Other~~the ~~than~~State ~~issuing~~of ~~shares~~Nevada, to ~~its~~engage ~~original~~in ~~shareholder, the Company never commenced~~ any ~~operational~~lawful ~~activities.~~corporate ~~The Company was formed by Pooyan Bakhtiar~~undertaking, ~~the initial director~~including, ~~for~~but ~~the~~not ~~purpose~~limited ofto, ~~creating~~selected amergers ~~corporation~~and ~~which~~acquisitions. The ~~could~~Company behas ~~used~~recently toacquired ~~consummate~~Hope aLoan ~~merger or acquisition~~Modification.

HOPE LOAN MODIFICATION

Hope Loan Modification, LLC is a group of legal and loan modification specialists dedicated to assisting the homeowner with mortgage delinquencies and potential foreclosures. The company will evaluate, analyze and complete the research of any aspects of the situation that the company feels is necessary. Upon completion of the research and analysis phase, the company will offer the client our opinion as to what we feel would be an appropriate outcome and/or resolution to an individual case. The fee for our home saver program is $2,500.00 or 3 payments of $985.00 for a total of $2,955.00. You may visit our website at www.HopeLoanMod.com.

These are troubled times for many homeowners with few apparent options available. The lenders don’t seem to care that homeowners need their assistance and shockingly would rather take the homes back rather than helping owners to keep them. The lenders are not moving fast enough for homeowners to avoid losing their homes or ruining their credit. In most cases, when a homeowner contacts their lender directly, the homeowner has no idea what options are available to them and are frustrated in their attempts to reach a person who can help. We evaluate each individual case and present you with realistic options that help individuals stay in their homes.

Once we have completed the Research and Analysis, we work to restructure a loan. There are: No appraisals/no equity required, No credit check/no FICO score requirements, No refinancing and just a one time flat fee for services.

It has become impossible to refinance and just as disappointing to try and sell as many people have very little, or no equity. With the mortgage crisis getting worse every day, many families are facing incredibly high mortgage payments. With lending guidelines tightening up and property values dropping, the traditional options are drying up. Our goal is to improve the Homeowners situation and give them a fresh start. We are not investors, real estate agents, or mortgage brokers. Few people outside of the banking world have specialized knowledge or the technical expertise to work with your current lender to restructure a loan.

The truth is that the lenders/servicing companies don’t want another home to add to their growing inventory. It is the company’s job to those the lender that it is better for them to keep the homeowner in the property than to take it back. Many companies are encouraging homeowners to sell their property in short sales. In most cases this turns out to not be in the best interest of the homeowners. The homeowner will have the negative consequences of a foreclosure or short sale following them for year to come which hurts both the individual homeowner and the community.

The management of the company are specialists in working with lenders to restructure a homeowners current loan by providing them with a unique and professional plan that both the homeowner and the lender can accept. The company operates with the understanding that homeowners have a serious problem and only a short time to overcome the real possibility of losing their property. The company is comprised of a group of experienced financial professionals who understand that federal rules and lender foreclosure policies often conflict. Few people outside the banking world have the knowledge to work with a homeowners current lender to restructure their loan. We believe that bankruptcy is always the absolute last resort.

Generally, forbearance plans take only two weeks. If a government guaranteed loan is involved(FHA for instance), they can take longer to work out, as most government loans tend to. Most lenders will take only a few weeks to approve a loan modification program once they have received a complete package. Many lenders will postpone the sale of property if they have received a complete modification package at least two to three weeks before the sale date.

Rate Reduction Program

Many homeowners with the 2/28 and 80%/20% purchase loans are having a pay rate adjustment of 28% to 44% and many homeowners cannot handle the new payments and will not qualify for a new loan. Their one chance to keep their home is through a pay rate reduction which is not simple to get approved. The company has had success with loan modifications.

We construct a financial plan that considers your current income, and then we make recommendations to improve your budget and cash flow so your income exceeds your total monthly expenses each month.

Principal Balance Reduction Program

The Company has had many cases where the mortgage balance is higher than the principal balance which causes the mortgage to be in a negative situation. Our attorney can force the lenders to do a principal balance reduction by writing off a large amount of the loan to modify the mortgage to meet your needs.

Generally, forbearance plans take only two weeks. If a government guaranteed loan is involved (FHA for instance), they can take longer to work out, as most government loans tend to. Most lenders will take only a few weeks to approve a loan modification program once they have received a complete package. Many lenders will postpone the sale of property if they have received a complete modification package at least two to three weeks before the sale date.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

~~The~~Hope ~~Issuer~~Loan ~~intends~~Modification, toLLC ~~seek~~is toa ~~acquire~~group ~~assets~~of orlegal ~~shares~~and ofloan anmodification ~~entity~~specialists ~~actively~~dedicated ~~engaged~~to inassisting ~~business~~the ~~which~~homeowner ~~generates~~with ~~revenues,~~mortgage indelinquencies ~~exchange~~and ~~for~~potential ~~its securities~~foreclosures. The ~~Issuer~~company ~~has~~will noevaluate, ~~particular~~analyze ~~acquisitions~~and incomplete ~~mind~~the ~~and~~research ~~has~~of ~~not~~any ~~entered~~aspects ~~into~~of ~~any~~the ~~negotiations~~situation ~~regarding~~that ~~such~~the ancompany ~~acquisition~~feels is necessary. ~~None~~Upon completion of the ~~Company's~~research ~~officers,~~and ~~directors~~analysis phase, ~~promoters~~the orcompany ~~affiliates~~will ~~have~~offer ~~engaged~~the inclient ~~any~~our ~~preliminary~~opinion ~~contact~~as orto ~~discussions~~what ~~with~~we ~~any~~feel ~~representative~~would ofbe ~~any~~an ~~other~~appropriate ~~company~~outcome ~~regarding~~and/or ~~the~~resolution ~~possibility~~to of an ~~acquisition~~individual orcase. The ~~merger~~fee ~~between~~for ~~the~~our ~~Company~~home ~~and~~saver ~~such~~program ~~other~~is ~~company~~$2,500.00 asor 3 payments of ~~the~~$985.00 ~~date~~for a total of ~~this~~$2,955.00. ~~registration~~You ~~statement~~may visit our website at www.HopeLoanMod.com.

~~While~~These ~~the~~are ~~Company~~troubled ~~will~~times ~~attempt~~for tomany ~~obtain~~homeowners ~~audited~~with ~~financial~~few ~~statements~~apparent ofoptions aavailable. The ~~target~~lenders ~~entity,~~don’t ~~there~~seem isto nocare ~~assurance~~ that ~~such~~homeowners ~~audited~~need ~~financial~~their ~~statements~~assistance ~~will~~and beshockingly ~~available.~~would ~~The~~rather ~~Board~~take ofthe ~~Directors~~homes ~~does~~back ~~intend~~rather tothan ~~obtain~~helping ~~certain~~owners ~~assurances~~to ofkeep ~~value~~them. The oflenders ~~the~~are ~~target~~not ~~entity's~~moving ~~assets~~fast ~~prior~~enough for homeowners to ~~consummating~~avoid ~~such~~losing atheir ~~transaction,~~homes ~~with~~or ~~further~~ruining ~~assurances~~their ~~that~~credit. In anmost ~~audited~~cases, ~~statement~~when ~~would~~a behomeowner ~~provided~~contacts ~~within~~their ~~seventy-five~~lender ~~days~~directly, ~~after~~the ~~closing~~homeowner ofhas ~~such~~no aidea ~~transaction.~~what ~~Closing~~options ~~documents~~are ~~relative~~available ~~thereto~~to ~~will~~them ~~include~~and ~~representations~~are ~~that~~frustrated ~~the~~in ~~value~~their ofattempts ~~the~~to ~~assets~~reach ~~conveyed~~a toperson orwho ~~otherwise~~can sohelp. We ~~transferred~~evaluate ~~will~~each ~~not~~individual ~~materially~~case ~~differ~~and ~~from~~present ~~the~~you ~~representations~~with ~~included~~realistic inoptions ~~such~~that ~~closing~~help ~~documents~~individuals stay in their homes.

Rate Reduction Program

We construct a financial plan that considers your current income, and then we make recommendations to improve your budget and cash flow so your income exceeds your total monthly expenses each month.

Principal Balance Reduction Program

The Issuer has no full time employees. The Issuer's officer has agreed to allocate a portion of their time to the activities of the Issuer, without compensation. Management anticipates that the business plan of the Company can be implemented by each officer devoting approximately 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officers.

The Articles of Incorporation of the Company provides that the Company may indemnify officers and/or directors of the Company for liabilities, which can include liabilities arising under the securities laws. Therefore, assets of the Company could be used or attached to satisfy any liabilities subject to such indemnification.

The Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it will be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.16

The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

The primary method the Company will use to find potential merger or acquisition candidates will be to run classified ads in the Wall Street Journal periodically seeking companies which are looking to merge with a public shell.

The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act.

Nevertheless, the officer and director of the Company has not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company, none of whom is a professional business analyst. Management intends to concentrate on identifying preliminary prospective business opportunities which may be brought to its attention through present associations of the Company's two officers, or by the Company's shareholders. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Management will meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. The Company will not acquire or merger with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.

Management of the Company, while not especially experienced in matters relating to the new business of the Company, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company's shareholders, in accomplishing the business purposes of the Company. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel and accountants, will be utilized by the Company to effectuate its business purposes described herein. However, if the Company does retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as the Company has no cash assets with which to pay such obligation. There have been no discussions, understandings, contracts or agreements with any outside consultants and none are anticipated in the future. In the past, the Company's management has never used outside consultants or advisors in connection with a merger or acquisition.

The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The Company also has no plans to conduct any offerings under Regulation S.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholders of the Company will no longer be in control of the Company. In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders.

It is anticipated that the Company's principal shareholders may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. Any terms of sale of the shares presently held by officers and/or directors of the Company will be also afforded to all other shareholders of the Company on similar terms and conditions. The policy set forth in the preceding sentence is based on an understanding between the two members of management, and these two persons are not aware of any circumstances under which this policy would change while they are still officers and directors of the Company. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of the Company's securities in the future, if such a market develops, of which there is no assurance.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax- free" reorganization under Sections 368a or 351 of the Internal Revenue Code (the "Code").

With respect to any merger or acquisition, negotiations with target company management is expected to focus on the percentage of the Company which target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then-shareholders.

The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

As stated herein above, the Company will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. The Company is subject to all of the reporting requirements included in the 34 Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure the Company's compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents may provide that the proposed transaction will be voidable, at the discretion of the present management of the Company.

The Company's officers and shareholders have verbally agreed that they will advance to the Company any additional funds which the Company needs for operating capital and for costs in connection with searching for or completing an acquisition or merger. These persons have further agreed that such advances will be made in proportion to each person's percentage ownership of the Company. These persons have also agreed that such advances will be made interest free without expectation of repayment unless the owners of the business which the Company acquires or merges with agree to repay all or a portion of such advances.

There is no dollar cap on the amount of money which such persons will advance to the Company. The Company will not borrow any funds from anyone other than its current shareholders for the purpose of repaying advances made by the shareholders, and the Company will not borrow any funds to make any payments to the Company's promoters, management or their affiliates or associates.

The Board of Directors has passed a resolution which prohibits the Company from completing an acquisition or merger with any entity in which any of the Company's Officers, Directors, principal shareholders or their affiliates or associates serve as officer or director or hold any ownership interest. Management is not aware of any circumstances under which this policy, through their own initiative may be changed.

There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management management of the Company's affairs. There is no agreement that non-management shareholders will exercise their voting rights to continue to re-elect the current directors, however, it is expected that they will do so based on the existing friendship among such persons.

COMPETITION

The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.

Results of Operations

From Inception on July 10, 2008 to ~~Sept~~June 30, ~~2009~~2010.

Since inception, we sold 6,000,000 shares of common stock to our sole officer and director for services.

Liquidity and Capital Resources

As of the date of this annual report, we have yet to generate any revenues from our business operations.

As of ~~Sept.~~June 30, ~~2009~~2010, our total assets were $0 and our total liabilities were $ 07,000. As of ~~Sept.~~June 30, ~~2009~~2010, we had cash of $0. Operations include but are not limited to filing reports with the Securities and Exchange Commission as well as the business activities contemplated by our business plan.

CRITICAL ACCOUNTING POLICIES

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not exposed to market risk related to interest rates or foreign currencies.

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of ~~Sept.~~June 30, ~~2009~~2010, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective as of ~~Sept.~~June 30, ~~2009~~2010.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Our management is also responsible for establishing ICFR as defined in Rules 13a-15(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and our directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

As of ~~Sept.~~June 30, ~~2009~~2010, management assessed the effectiveness of our ICFR based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.

15Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of June 30, 2010 and that material weaknesses in ICFR existed as more fully described below.

~~Based~~As ondefined ~~that~~by ~~assessment~~Auditing Standard No. 5, ~~management~~“An ~~concluded~~Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” ~~during~~established by the ~~period~~Public ~~covered~~Company byAccounting ~~this~~Oversight ~~report~~Board ("PCAOB"), ~~such~~a ~~internal~~material ~~controls~~weakness ~~and~~is ~~procedures~~a ~~were~~deficiency ~~not~~or ~~effective~~combination asof deficiencies that results more than a remote likelihood that a material misstatement of ~~Sept~~annual or interim financial statements will not be prevented or detected. 30In connection with the assessment described above, ~~2009~~management ~~and~~identified ~~that~~the ~~material~~following ~~weaknesses~~control indeficiencies ~~ICFR~~that ~~existed~~represent material weaknesses as ~~more~~of ~~fully~~June ~~described~~30, ~~below.~~2010:

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of Sept. 30, 2009:

(1)

Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.

(2)

Inadequate staffing and supervision within our bookkeeping operations. The relatively small number of people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the ultimate identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.

(3)

Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Quarterly Report on form 10-Q for the quarter year ended ~~Sept.~~June 30, ~~2009~~2010, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

There were no changes in our internal control over financial reporting during the quarter ended ~~Sept.~~June 30, ~~2009~~2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 1A. RISK FACTORS

There are no material changes in the risk factors set forth in Part I, Item 1A of the Company’s 10KL of December 31, ~~2008~~2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered equity securities during the covered time period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are included or incorporated by reference as exhibits to this report:


Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) REPORTS ON FORM 8-K

None.

1719

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. Date: ~~Dec.~~August 2, ~~2009~~2010.


	PB Properties & Investments, Inc.
	Registrant


	By: /s/ Carlos Espinosa
	Carlos Espinosa Chairman of the Board Chief Executive Officer

1820

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