<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________
HOMELIFE, INC.
(Name of registrant as specified in its charter)
_____________________
Nevada 33-0680443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
_____________________
400 Newport Place, Suite 730
Newport Beach, CA 92660
Telephone: (949) 660-1919
Facsimile: (949) 660-1910
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
_____________________
COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 92618
Telephone: (949) 453-0300
Facsimile: (949) 453-9416
_____________________
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, $.001 par value ("Common Stock")
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the description of the terms of the securities
prepared in compliance with Item 202 of Regulation S-B set forth beneath the
captions "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources," "Plan of
Distribution," "Description of Securities," "Shares Eligible for Future
Sale," and "Legal Matters" in the prospectus filed by HomeLife, Inc. (the
"Registrant") with the Securities and Exchange Commission as part of the
Registrant's Registration Statement on Form SB-2, Registration No. 333-58025
(the "Registration Statement").
Item 2.Exhibits.
Exhibit No. Description
- ----------- -----------------------------------
3.1 Articles of Incorporation of HomeLife, Inc., a Nevada
corporation, dated October 9, 1995*
3.2 Certificate of Amendment of Articles of Incorporation of
HomeLife, Inc., a Nevada corporation, dated July 2, 1997*
3.3 Certificate of Amendment of Articles of Incorporation of
HomeLife Inc., a Nevada corporation, dated September 1, 1998*
3.4 Bylaws of HomeLife, Inc., dated October 10, 1995*
4.1 Certificate of Designated Class A Preferred Stock*
4.2 Certificate of Designated Class AA Preferred Stock Opinion
of Horwitz & Beam*
10.1 Lease Agreement dated November 1, 1996 for the office
located in Calgary, Alberta, Canada*
10.2 Lease Agreement dated September 1, 1997 for the office
located in Airdrie, Alberta, Canada*
10.3 Sublease Agreement dated October 1, 1996 for the office
located in Troy, Michigan*
10.4 Lease Agreement dated April 12, 1990 for the office located
in Newport Beach, California*
10.5 First Addendum to Lease dated April 12, 1990 for the office
located in Newport Beach, California*
10.6 Second Addendum to Lease dated July 8, 1993 for the property
located in Newport Beach, California*
10.7 Third Addendum to Lease dated July 17, 1996 for the property
located in Newport Beach, California*
10.8 Builder's Realty Stock Purchase Agreement dated February 27,
1998*
10.9 Agreement for Purchase of Network Real Estate, Inc.
Licensing Agreements and Trademarks dated June 12, 1998*
10.10 Stock Purchase Agreement dated July 23, 1998*
10.11 Asset Purchase Agreement dated January 16, 1997*
10.12 Option Agreement dated July 10, 1996*
10.13 Asset Purchase Agreement dated April 13, 1998*
10.14 Loan Purchase Agreement dated July 7, 1998*
10.15 Agreement and Plan of Acquisition dated April 15, 1996*
10.16 Agreement and Plan of Acquisition dated April 15, 1996*
10.17 Agreement with Western Pacific Investment Corp. dated June
10, 1998*
24 Consent of Biller, Firth-Smith & Archibald, Certified Public
Accountants*
28 Specimen of Common Stock Certificate of HomeLife, Inc.*
- -----------
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized, in the City of
Newport Beach, State of California, on November 9, 1998.
HOMELIFE, INC.
By: /s/ Andrew Cimerman
------------------------------------------------
Andrew Cimerman
President, Chief Executive Officer, and Director