Good afternoon. This is the conference call operator. Welcome to the Brookfield Homes Corporation Conference Call and webcast to present the company's Third Quarter 2007 results to shareholders. As a reminder, all participants are in a listen-only mode and the conference is being recorded. After the presentation there will be an opportunity to ask questions. (Operator Instructions) At this time, I would like to turn the conference over to Ian Cockwell, President and Chief Executive Officer. Please go ahead, sir.

Thank you, Operator. Good afternoon ladies and gentlemen and thank you for joining us today for Brookfield Homes's the third quarter conference call. Before we continue, please note that in talking about our financial performance and responding to questions we may make forward-looking statements. Forward-looking statements are subject to known and unknown risks; and results may differ materially. For further information on such factors or risks, I'd encourage you to see Brookfield Homes SEC filings and the full text relating to forward-looking statements in our Form 10-K and 10-Qs, which are posted on our website. We have also posted a supplementary information package on the website under the investor relations section, under reports and presentations. It provides details of operations and other key measures of performance. Joining me for the call today are Paul Kerrigan, our Chief Financial Officer, and Linda Northwood, our Director of Investor Relations. I will start today's agenda and then turn the call over to Paul, who will review our performance for the third quarter. With regards to operations, market conditions for homebuilders in the United States continue to be extremely weak in the third quarter. Homebuyer confidence is at all time lows despite further decreases in new home prices. As a result, new home construction has fallen and the inventories of resale homes for sales remain at historical heights. Under these market conditions, we had lower than anticipated new orders during the third quarter and are now targeting 1000 home closings for the year. To-date the company has closed or in backlog over 900 homes. Given the current market conditions, we do not anticipate that in 2007, we will have any meaningful sale of lots to other homebuilders. We remain focused on creating about long-term value through entitling the land we control, as well as expanding our relationships with properties owners in California and the Washington DC area. With regards to operations, our principle selling community in the Bay Area is Windemere, which continues to outperform sales in other communities in the local market area. Southland, we continue to close out a number of communities and future sales are mainly from Edenglen in Ontario and in-fill projects in Anaheim. Coastal San Diego communities continue to sell at a slower pace. However Riverside, slowed to a standstill during the third quarter, and we are evaluating changing products to increase absorptions. The job growth in the Washington D.C. area maybe stabilize in this market, however outer regions such as Winchester would get away and seeing a slowdown in demand. I would now like to turn the call over to Paul to discuss our financial performance for the quarter ended December 30th 2007.

Thank you, Ian, and good afternoon. As detailed in our press release and supplemental information package, Brookfield Homes's net income for the three months ended September 30, 2007 was $2 million compared to $28 million last year. For the quarter, earnings per share are $0.06 compared to $1.03 for the prior year. The decrease in net income from last year is principally a result of impairment charges and write-downs on housing land assets of $41 million or $23 million after minority interest and taxes. In addition, fewer lot sales, and a reduction in the gross margin on housing to 18% from 26% last year decreased our net income during this quarter. The decreases in net income were partially offset by a reversal of the $25 million income tax liability related to an uncertain tax position. Our closings during the third quarter were $179 homes and 21 lots for a total of 200 home and lot closings. This compares to closings of 232 homes and 158 lots in the same period last year. Our net new orders for the third quarter were 130 units, a decrease from 264 units in 2006. And moreover our cancellation rates were stable during the first and second quarters of this year at approximately 22%, the increase in the third quarter resulting in a year-to-date cancellation rate of approximately 27%. Housing revenues totaled about $117 million for the three month ended September 30, 2007 compared to $160 million for the same period last year. The decrease in housing revenue is primarily due to fewer home closings compared to last year and a decrease in the company's average selling price to 667,000 from 710,000 in 2006. This decrease in average home selling price is a result of product mix and higher home buyer excellence. The gross margin…

Thank you, Paul. Looking ahead for 2007 and 2008, we are anticipating any improvement from current market conditions. Unconditions are that it maybe mid 2009 or early 2010 before market condition improves under these circumstances our focus is to continue to enhance values in the following ways. The previously target to titled 4500 lots during 2007 and 2008. In 2007 to-date we having entitlement approximately 1000 and 1000 lots continue to advance the entitlement of the remaining 3500 lots. In addition to the recent joint venture with CalSTRS, California State Teachers Retirement, we continue to expand relationship with landowners in strategic market areas. Also we plan to reduce the capital investing in certain projects, which we developed and also which we are delivering homes. These capitals together with other financial resources are available to take up advantage of opportunities that may arise to control land. Let me thank you for your continued support. I will now turn the call back to the Operator, who will moderate questions.

(Operator Instructions). Our first question toady comes from Alex Barron of The Agency Trading Group.

Yeah, hi, guys. How are you?

Hi, Alex.

I wanted to ask you how much, did you guys have outstanding in the line of credit with Brookfield Asset Management.

Our balance at the end of this quarter was $70 million.

70?

Yeah.

Okay. Also I wanted to ask you, do you have a breakdown of the inventory by work in progress, land and models?

Yeah. We normally disclose that for our 10-Q. But of our housing main inventory of $1.1 billion house. A quick breakdown, what we described inventory as $540 million that’s slightly down from the end of last year. And then model homes of $51 million, and that’s up from $42 million at the end of the year.

Okay.

And that’s what I’m referring to earlier in my notes that representing those lots is approximately 2,800 lots.

Got it. Now regarding these impairments, how many communities were impaired in each one of these regions or and the Inland Empire, I guess, it’s the main one, right.

Right. And the lots that I mentioned in the Inland Empire. So, the lots, we directly own that will consist of three communities, one master plan communities, but effectively three selling communities.

Okay.

Other, well, (inaudible) that was the impairment of joint venture that was again on our masterplan community was, I believe, at this stage two selling communities.

Okay. All right. Thanks. I’ll get back in the queue.

Our next question comes from Stephen Massocca of Pacific Growth Equities Management.

Hi, I’m somewhat new to your story, so I was just trying to figure out on the 1000 homes are going to close this year. I don’t know that I’m looking at this correctly, you’ve closed 567 through the end of the quarter, you have a backlog of 323 of which 130 were orders that were created in the quarter. And then if you make the assumption the condition will be same in the fourth quarter, you saw 130 again, you add that all up that gets you to 1020, is that the correct way to look at it in terms of getting to what you would close on the year, is that am I analyzing that correctly?

Yeah. That certainly, what we say we posted 557 and we have a backlog at September 323 and the cancellation are higher than in were in the second quarter. We continue to build net sales in the month of October to get to a 1000 for the end of the year.

Right. So out of let say 100 given the current conditions being terrible I’m assuming this more tough following through and normal would be, maybe you can give me a idea out of 100 homes that you actually get orders on given the poor conditions, how many people walk away from that say today rather than a year ago?

(inaudible) I don’t know actually what our cancellation rate was a year ago I think that we are right in.

Right.

As I know in my speaking notes our cancellation rates in the first two quarters of this year were very acceptable in the low 20% range. And that’s why all the hit by that in the third quarter as a result of the challenge last in September. So I would like to compares to last year, I believe, we’re actually for 2006; we’re actually at a lower rate of cancellations than 2006.

Really, well. And then one another question, I was looking at the statement of cash flow it looks like the line of credit or the debt went up by $35 million. But then there was the commensurate decrease in accounts payable of $38 million. What is that $38 million decreased in accounts payable? In essence, why did you borrow the money to pay off?

Yeah, that’s just the normal course. Usually they will go up in the fourth quarter because we are closing a number of homes, and we’ve got a builds in the first quarter of the year. And you will see that will still repeat on our payables already here and then build them up against towards the end of the year

Okay. Thank you very much.

Our next question comes from [Peter Martin] of Mathis Capital.

Good afternoon. Couple of questions here. In your last Q in the financing of your projects you list [B of A] and Wells and Union Bank. But one entity Housing Capital Corp, where they located, I was not too familiar with them?

Housing Capital.

Housing Capital in fact it’s an OrangeCounty and San Francisco but principally lending in California.

Could you repeat that it was tough to understand?

Sorry it’s the financed homebuilding principally in California. They have offices in the Bay Area and Orange County.

Okay. Is this a private group; is this someone that is suspect quartiles for the company. I mean, who are these guys?

They are completely independent from the company and we’ve been doing business with them since the late 90s. Peter Martin - Mathis Capital. Okay. I appreciate that. And then you talked about the SG&A, with about the same without stock compensation. What is the, I would say base rate of SG&A that we should model for each quarter, without stock compensation. It’s $12 million?

We still look at historically; you will see that we are in somewhere between $15 and $17 million as a run rate. Peter Martin - Mathis Capital. Okay. Just last year was a kind of bouncy with the stock comp fluctuation so on a …

I think if you want model here, generally it around 15 to 17 a quarter, so that's we typically done. Peter Martin - Mathis Capital. Okay. And then you made the disclosure that the stocks swap was extended out and the swap price moved up over $28. Can you discuss this transaction and was what the extension made to preserve cash, what was the logic here?

In the stocks swap? Peter Martin - Mathis Capital. Yeah.

Yeah. Effectively and I will guide is we have a number of stock option and deferred share units which are effectively common securities with broad perspective and there is no [end of rows] stock option and deferred share units and we have stock swap to be in place for a million shares. So in fact we are hedging out that position.

Yeah, but there is right now, there is a liability to that transaction, which would have cost cash to go out to cover the liability and but now you’ve extended it into 2008 and with the increase in the stock price and decrease in the stock price, its actually a bigger liability at this point. I’m just trying to get through like to the casual statement and future liabilities?

That what that does '06 is the liability, the decline in the ability for the differentiate units, which have come down, right. Therefore the options, that are in the money.

And then your JV commitments what meanings are those in the currently

To begin our debt obligation or.

Yeah, this Edenglen, Windemere and what other ones are in that grouping.

Windemere JV, there is no debt in that JV, next the Edenglen JV, yes it has debt unit. And yeah there is would be in the San Diego County and Riverside.

Okay, so mostly all California nothing in D.C.

And a select few in D.C., but yeah they are generally small in nature.

Okay. And so the write-down you took was in these JVs and in these California areas I’m just a kind catching up from there.

The $70 million impairment that we have and one of our JVs was definitely in the Inland Empire in California.

Okay. I will jump back in the queue. Thank you.

(Operator Instructions). Our next question comes from Alex Barron of The Agency Trading Group.

Yeah, thanks. I was just wondering I know you usually have a schedule of some lot options that you have a life left to exercise this quarter or that before the end of the year, is the plan to go head and but out that land or you still evaluating it or you going to push it up to next year or what’s the plan?

At this stage the contract is still exactly 2007 and we are actively pursuing those stand obviously this stage out.

Okay. This is more just kind of general question regarding the projects specific financing of your communities just kind of wanted to understand how does that work in terms of how often do you have to make interest payments and how much of principle payment do you have to make is it for home closed or how does that work?

I just think, just generally speaking there is a new financial of individual project basis every time, we close a home. And if we had that project we were at 60% or 70%. There is release every time we close a home that X percent or X dollars go towards paying down the bank loan. And that’s could be 60% to 75% and interest payments could be regular interest or it could be out as an interest reserve.

It could be, what I’m sorry kind of interest?

It could be out of an interest reserve, which is being get back regarding advancing money on project specific loan.

Okay, I got it. So it’s not necessarily something you have to pay every month or every quarter?

Projects are different, but...

Yeah, they could vary to project depending on the nature.

Okay, all right. Thanks.

Our next question comes from [Adam Star] of [Gulfside Asset Management].

Two questions. Was any of your property affected by the recent fires?

Thank you. You are asking that first. We’ve been in San Diego County and both in Star County and Coastal yes the fires did move into areas of our properties. But no damage was done to any of our homes unfortunately no one homes of our employee’s distraction point of view. I think, we’ve been very fortunate and that answer your first question.

Yeah. And my second question is that Brookfield asset Management was recently purchasing stock. Could you just discuss that how much they own now, how much they plan on owning whether there are any limits or agreements or whether they buy stock holding in the open market or direct from the company discuss that a little bit?

I think the ownership level is approximately 56% to 57%. They all know, as three months settle they would make that decision independent of Brookfield Homes and really it would be governed in accordance with New York Stock exchange rules with regard to I must say good bye at any day.

Okay. Thank you very much. Really, appreciate your time.

Our next question comes from [Rick Murray] of Hope Capital.

Hi guys. I was just curious, Ian did you just say that banks were drawing down your interest reserves is did I hear that right or did I miss you that?

Stating the loans that it would be maybe try stood that what you brought is you would advanced that decision rates relative to your development or your home construction costs. And also they have been looking at the total loan, leave it interest reserve and but it’s already attained as your interest. And so, it’s not different than development costs. You could either have a higher development cost and pay our interest directly or we’ve a lower development grow and leaving them on available to pay interests.

It’s clearly process driven and…

Yeah.

That same process ever since we’re doing a loan in that way.

Yeah.

Right, but...

We’re not changing anything from that is effective.

But are our interest payments being made out of the reserve at this point as supposed to cash payments?

Well they are cash payments.

Okay. Thank you.

Our next question comes from [Peter Martin] of Mathis Capital.

I just wanted quickly, when you change the covenant, we feel the asset management recently. Did they was there any cash charge to that or was there any interest rate increase on that line to meet that covenant change?

The covenant change rose to as increasing house facility to $150 million. It was in our cash payment.

There was no cost to making that increase in line of credit?

No.

Okay. And there is no interest increase to make that change either correct?

They much not interest increase either. No.

And the interest on that line just remind me is?

5 or plus 250.

5 or plus, okay. And last quarter you had I believe your deferred comp line moved up $40 million and I guess another line item moved at the same amount. I was just wondering what was behind that change in the balance sheet?

It was just very well behind it other than it just putting re-classing our deferred compensation that was long-term in nature, we’ve previously disclosed that in project and data as a longer term liability.

Okay.

I believe in that, that they represent account stand one and we just really a reclassification from that aspect.

Okay. Are those line items that would affect your coverages for the line of credit or no?

No, not at all.

Not at all.

Okay, thank you.

Currently our last question comes from Stephen Massocca of Pacific Growth Equity Management.

Hi. I will just back on the issue again of accounts payable. I’m noticing in the balance sheet that, accounts payable dramatically lower than they were last year is that just indicative of the fact that either fewer homes being sold or closed or what is changing….

As part of the reason and because our volume levels are down. And the other significant aspect going through there is in the first quarter, we’ve reversed uncertain tax position or liabilities for taxes of $25 or $26 million and we’ve got another $25 million this quarter. So, liabilities come down at least for that $50 million loan right.

As it was taxes payable?

Exactly.

Okay. Thank you very much.

We have an additional question from Alex Barron of Agency Trading Group.

Yeah, thanks guys. I guess you gave us a guidance of 400 closings for the remaining quarter. Do you have some idea or breakdown by region?

Breakdown by region, I think, I’ve detailed somewhat.

Just in terms of the 400.

Right.

Yeah approximately 60 to 80 in the Bay Area. I need to balance the 400 anyway. Say 100 in Southland, 50 in San Diego, and the balance in Virginia.

Got it. And another little quick question as far us price culture incentives, how much I guess did you guys offer on average this quarter?

It’s hard to say, I don’t think by analysis. If you look at our margins a year ago were 26%, our gross margins. Today there are 18 and backlog they are slightly lower that we given the way whether to price cuts through incentives 8% to 10%.

When you say there were lower you mean like couple of 100 basis points or can you give us some idea?

When I say our gross margins overall as a company are 8% to 10% lower than they were this time last year. So by definition, we effectively cut price or high incentives in that 8% to 10%.

No, no, I’m sorry. Yeah I’m meant more of the when your comment about the backlog?

I’m sorry, we got in the backlog. Again backlog it’s around 17%.

Okay.

Maybe slightly lower 16.0 or so.

And well, I’ll get back in the queue. Otherwise, I had one more question I want to respect people at the same time.

There are no additional questions at this time Mr. Barron.

Oh okay. I just wanted to understand when you guys do your impairment analysis, can just give us some sense of how you think about what assumptions go into the model like in terms sales pace or is there further price cuts ahead or is there recovery at 2009 or generally how do you guys -- what's in the assumptions?

We have been pessimistic and pricing going forward and does vary by project because we are changing product etcetera. In the two particular projects that we impaired this quarter we had assumed if the price decrease or even affected, we are planning on, we will be providing our budget for future decrease or so. From that perspective I think, we’ve been conservative. But in this market appropriate so. And from a overall absorption perspective, we’re assuming fair absorptions from what we've achieved to date or since the downturn began in 2006 and then same as last quarter, we’ll assume the recovery in 2009, where we get back to what most would tell you the normal sales rate on one sale per community per week, and we are at 0.4 and 0.3 in a number of our communities today.

When you assume the recovery that’s based on further price cuts is what you are saying?

Not necessarily, I’m not saying over the next number of periods that we expect to have lower revenue whatever does it take to sell homes. But it comes back to a normal operating bond from an absorption perspective in 2009.

Okay, and got it. All right. Thanks a lot, Paul. Thanks Ian.

Thanks.

Gentlemen, we do now have an additional question from Stephen Massocca of Pacific Group Equity Management.

Just one final thing the income tax recovery item is this something that is recurring, is this something that might happen again in the fourth quarter or going forward it just derived from a lower level of business because of the bad market or it’s just a one time thing?

I would call it’s, it’s happened twice this year, but I would call it onetime thing.

So, if this quarter were to replicate self from the fourth quarter, there would be a not a big lot, slightly, I guess, there would be a loss then in the fourth quarter?

No, if we forward with and having meet the guidance our numbers but.

I understand.

If we do the 400 homes and you do model.

All right.

Expected SG&A you actually have a profit and you have tax expense in the quarter.

Got you. I understand that. All right. Thank you very much.

Gentlemen, there are no further questions at this time. I will turn the call back over to Mr. Cockwell for any closing comments.

Thank you, Operator and as we all most answered the questions. Thank you all for your kindness today and look forward to your participation on our future conference calls. Good night.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect your lines. Thank you for participating and have a pleasant day.