UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 31, 2000
Commission File Number #000-1024048
HOMELIFE, INC.
(Name of small business issuer as specified in its charter)
NEVADA 33-0680443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4100 NEWPORT PLACE, SUITE 730
NEWPORT BEACH, CA 92660
(Address of principal executive offices) (Zip code)
(949) 660-1919
(Issuer's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.001 per share
Check whether Registrant (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
the Form 10-KSB. [X]
Registrant's revenues for its fiscal year ended May 31, 2000, were $3,450,918.
As of May 31, 2000, Registrant had 5,637,358 shares of its $.001 par value
Common Stock issued and outstanding with an aggregate market value of the common
stock held by non-affiliates of $591,308. This calculation is based upon the
closing sales price of $0.22 per share on May 31, 2000.
Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]
The following documents are incorporated herein by reference: Registration
Statement on Form 10-SB, filed with the SEC on November 2, 1999 is incorporated
in Part IV, Item 13(a).
HomeLife, Inc. hereby amends its Annual Report of Form 10-KSB for the fiscal
year ended May 31, 2000 by resubmitting Part III with the following changes.
Item 9 of this Form 10-KSB contains an updated disclosure of the background of
Marie M. May, Chief Financial Officer. Item 10 contains the annual compensation
schedule to include the fiscal year ended May 31, 1999 as well as disclosure of
the consulting agreement with the former Chief Financial Officer, William
Slivka.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH SECTION 16(A) OF THE EXCHANGE ACT
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The directors and officers of the company are as follows:
NAME AGE POSITION
---- --- --------
Andrew Cimerman 52 President and Director
Terry A. Lyles, Ph.D. 41 Director
F. Bryson Farrill 72 Director
Charles Goodson 45 Vice President
Marie May 33 Chief Financial Officer and Secretary
ANDREW CIMERMAN, 52, PRESIDENT AND DIRECTOR, has held the positions of Director
and President since April 1996. For 7 years prior thereto, he was the founder
and majority shareholder of HomeLife Securities, Inc. and its wholly owned
subsidiary HomeLife Realty Services, Inc. Mr. Cimerman is the founder, President
and majority shareholder of: Simcoe Fox Developments, Ltd., a private
development company located in Toronto, Ontario, Canada; HomeLife Cimerman Real
Estate Ltd., a Toronto based real estate company; Jerome's Magic World, Inc.,
the owner of certain animated characters; and, majority shareholder and
President of Realty World America, Inc. Mr. Cimerman owns HomeLife Realty
Services Inc., a Canadian affiliate which operates a real estate franchise
company in Canada. HomeLife Securities is a separate company from HomeLife, Inc.
and HomeLife Securities licenses certain "HomeLife" trademarks and service marks
to HomeLife, Inc. Mr. Cimerman brings over 30 years of real estate service
experience to the company, and is a strong and committed leader focused on the
growth and success of the company.
TERRY A. LYLES, PH.D, 41, DIRECTOR joined the company as a director in August
1997. Dr. Lyles is a national and international speaker and trainer to
professional athletes, Fortune 500 Companies, schools, universities and public
audiences. Dr. Lyles' program is to reach people around the world with the
message of "balance and excellence." For the past 16 years, Dr. Lyles has
traveled across the United States and around the world conveying this profound
message of "Life Accountability" and "A Better You." Dr. Lyles has conducted a
weekly radio program "A Better You" since May 1, 1994, which is currently heard
by over 1 million people in 65 nations. Dr. Lyles holds a Ph.D degree in
Psychology from Wayne State University in Detroit, Michigan.
F. BRYSON FARRILL, 72, DIRECTOR joined the company as a director in February
1997. Mr. Farrill has been in the securities industry for the past 33 years. Mr.
Farrill has held various senior positions, including that of President and
Chairman of McLeod, Young, Weir International, an investment dealer in Toronto,
Canada. He was also the Chairman of Scotia McLeod (USA) Inc. for eleven years.
Mr. Farrill's broad experience is not only utilized in the United States and
Canada but has served to direct the expansion of McLeod, Young, Weir Ltd. into
Europe and Asia through an extensive network of branch offices.
CHARLES GOODSON, 45, VICE PRESIDENT has been employed by the company, or its
subsidiary companies since March 1992. Mr. Goodson had 16 years of commercial
banking experience prior to joining HomeLife Realty Services. He is a licensed
realtor. Mr. Goodson earned his B.S. degree in Business Administration from
California State University, Northridge.
MARIE M. MAY, 33, CHIEF FINANCIAL OFFICER AND SECRETARY has been with the
company since July 2000. She succeeds William Slivka who will remain in
consultant capacity to the Company and focus on raising additional capital. Ms.
May and Mr. Slivka have worked together through the transition of duties period.
Ms. May was appointed to the position of Chief Financial Officer effective
September 1, 2000. Ms. May has 11 years experience in finance & accounting
mainly related to small emerging businesses. Prior to
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joining HomeLife Ms. May was Chief Financial Officer for Medical Data
International, Inc, a provider of healthcare business information. Ms. May is a
certified public accountant and received her B.S. degree in Accounting from
Pepperdine University in 1989.
(B) COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that during
its 2000 fiscal year, all such filing requirements applicable to its officers,
directors, and greater than 10% beneficial owners were complied with.
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ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------
(A) SUMMARY OF COMPENSATION
The following officers of the Company receive the following annual cash
salaries and other compensation:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other All Other
Name Annual Restricted Compensation
and Compen- Stock Options LTIP
Principal Position Year Salary Bonus sation Awards SARs Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew Cimerman, 1999 $20,000 - - - - - -
President, 2000 $20,000
Director
Charles Goodson 1999 $69,500 - - - - - -
Vice President 2000 $84,000
Marie M. May, 2000 $30,000 - - - - - -
Chief Financial
Officer,
Secretary
F. Bryson 1999 *(1) - - - - - -
Farrill, Director 2000 4,000
Terry A. Lyles, 1999 *(1) - - - - - -
Director 2000 4,000
William Slivka, 1999 $60,000 - - - - - -
former Chief 2000 -
Financial Officer
All Officers and
Directors as a 1999 $149,500
group 2000 $134,000 8,000
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Farrill and Mr. Lyles each have an option to purchase 50,000 shares of
the company's common stock. These options are fully vested and may be
exercised at the price of $3.00 per share.
(B) OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
None.
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(C) AGGREGATE OPTIONS/SAR GRANTS
While the company has not enacted a formal stock option plan for its
directors and senior executives, the company has granted certain directors and
officers options to purchase common stock of the company. Board of Directors
members, Mr. F. Bryson Farrill and Dr. Terry Lyles, were granted options to
purchase 50,000 shares of common stock of the company each. The exercise price
of the option is $3.00 per share. These options are fully vested and
exercisable. Former employee, Gabrielle Jeans, has been granted an option to
purchase 30,000 shares of common stock at the exercise price of $5.00 per share.
Ms. Jeans' options are also fully vested and exercisable.
The following table describes the above options:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
SHARES VALUE VALUE OF UNEXERCISED
NAME ACQUIRED ON REALIZED NUMBER OF UNEXERCISED IN-THE-MONEY
EXERCISE (#) ($) OPTIONS/SARS OF FY-END (#) OPTIONS/SARS OF FY-END ($)
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
F. Bryson Farrill, 50,000 0 50,000 $3.00
Director
--------------------------------------------------------------------------------------------------------
Terry Lyles, Ph.D., 50,000 0 50,000 $3.00
Director
--------------------------------------------------------------------------------------------------------
Gabrielle Jeans, Former 30,000 0 30,000 $5.00
employee
--------------------------------------------------------------------------------------------------------
Total 130,000 0 130,000 --
--------------------------------------------------------------------------------------------------------
</TABLE>
(D) LONG TERM INCENTIVE PLAN (LTIP)
None.
(E) COMPENSATION OF DIRECTORS
During the current fiscal year, F. Bryson Farrill, and Terry Lyles, Ph.D.,
both directors, were each issued 10,000 shares of the Company's common stock as
compensation for their services. These shares were issued at the fair market
value, which amounted to $.40 per share for a total of $4,000 compensation to
each director.
(F) EMPLOYMENT AGREEMENTS
On October 25, 1995 the Company entered into an employment agreement with
Andrew Cimerman. The agreement is for a five year term, with an option to renew
it for another five years. Mr. Cimerman's duties under the agreement include
performing all those executive and managerial duties that are necessary for
running and directing the Company's operations.
On July 16, 2000, the Company entered into a consulting agreement with
William Slivka, the former Chief Financial Officer. The agreement is a one year
term, with an option to renew in one year intervals. His duties under the
agreement are to transition in the new Chief Financial Officer, Marie M. May, as
well as duties related to investment banking and raising additional capital for
the Company.
(G) REPORT ON RE-PRICING OF STOCK OPTIONS/SARS
Over the last fiscal year, the Company has not re-priced any of its
previously granted stock options/SARs.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
HOMELIFE, INC.
--------------
Registrant
By: /s/ Andrew Cimerman Date: September 8, 2000
---------------------------- -------------------
Chief Executive Officer,
President, Director
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ Andrew Cimerman Date: September 8, 2000
---------------------------- -------------------
Chief Executive Officer,
President, Director
