SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION (AS PERMITTED BY RULE
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
HOMELIFE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and Rule
O-11.
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit prices or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (Set for the amount on which the filing fee is
calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Notes:
<PAGE>
HOMELIFE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 8, 2001
TO ALL STOCKHOLDERS OF HOMELIFE, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of HomeLife,
Inc., a Nevada corporation, will be held at 4100 Newport Place, Suite 730,
Newport Beach, California, on Thursday, February 8, 2001 at 10:00 a.m., Pacific
time, for the following purposes:
To elect four Directors for a term of one year or until their successors
are duly elected and qualified; and
To approve a Certificate of Amendment to the Company's Articles of
Incorporation to increase the authorized number of shares of Common Stock from
20,000,000 to 100,000,000 shares; and
To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The record date for determining those
shareholders who will be entitled to vote at the Annual Meeting and at any
adjournment thereof is January 2, 2001.
By Order of the Board of Directors,
/s/ Andrew Cimerman
-------------------
By: Andrew Cimerman
Its: Chief Executive Officer, President
Newport Beach, California
January 9, 2001
HOMELIFE, INC.,
4100 NEWPORT PLACE, SUITE 730
NEWPORT BEACH, CALIFORNIA 92660
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY, AND RETURN IT IN THE ENCLOSED ENVELOPE. THE PROXY MAY BE REVOKED
AT ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS EXECUTING PROXIES MAY ATTEND
THE MEETING AND VOTE IN PERSON, SHOULD THEY SO DESIRE.
<PAGE>
HOMELIFE, INC.,
4100 NEWPORT PLACE, SUITE 730
NEWPORT BEACH, CALIFORNIA 92660
----------------------
PROXY STATEMENT
----------------------
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of HomeLife,
Inc., (the "Company") for the Annual Meeting of Stockholders of the Company to
be held at 4100 Newport Place, Suite 730, Newport Beach, California, on
Thursday, February 8, 2001 at 10:00 a.m., Pacific time.
All proxies duly executed and received will be voted on all matters
presented at the Annual Meeting in accordance with the instructions given by
such proxies. In the absence of specific instructions, proxies so received will
be voted for the named nominees relating to the class of Common Stock for which
the proxy relates for election to the Company's Board of Directors and for
approval of the increase in authorized shares of common stock from 20,000,000 to
100,000,000 shares. The Board of Directors does not anticipate that any of its
nominees will be unavailable for election. On December 27, 2000, the Board of
Directors, believing it to be in the best interests of the Company and its
shareholders, approved, and recommended that the shareholders of the company
approve a Certificate of Amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of common stock, par value $.001 (the
"Common Stock"), of the Company to 100,000,000 shares from 20,000,000 shares.
The Board of Directors does not know of any other matters that may be
brought before the Annual Meeting. In the event that any other matter should
come before the Annual Meeting or that any nominee is not available for
election, the persons named in the enclosed proxy will have discretionary
authority to vote all proxies not marked to the contrary with respect to such
matter in accordance with their best judgement. The proxy may be revoked at any
time before being voted. The Company will pay the entire expense of soliciting
the proxies, which solicitation will be by use of the mails. This Proxy
Statement is being mailed to stockholders on or about January 10, 2001.
Only holders of shares of Common Stock of record at the close of business
on January 2, 2001 will be entitled to notice of and to vote at the Annual
Meeting and at all adjournments thereof. As of the close of business on December
27, 2000, the Company had outstanding 5,612,448 shares of Common Stock.
At the Annual Meeting, the holders of Common Stock will be entitled, as a
class, to elect four Directors ("Directors"). The vote of a majority of the
shares of Common Stock represented at the Annual Meeting is required for the
election of the Directors. The vote of a majority of the shares of Common Stock
represented at the Annual Meeting is also required for approval of the increase
in authorized shares of common stock from 20,000,000 to 100,000,000 shares.
Shares represented by proxies which are marked "abstained" or which are
marked to deny discretionary authority will only be counted for determining the
presence of a quorum. Votes withheld in connection with the election of one or
more of the nominees for Director will not be counted as votes cast for such
individuals. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals.
A list of the stockholders entitled to vote at the Annual Meeting will be
available at the Company's office, 4100 Newport Place, Suite 730, Newport Beach,
CA 92660, for a period of ten days prior to the Annual Meeting for examination
by any stockholder.
Officers and Directors of the Company beneficially own approximately 46% of
the outstanding shares of Common Stock. See "Security Ownership of Management
and Principal Stockholders."
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL #1)
Four Directors are to be elected for the ensuing year or until their
successors are duly elected and qualified. If, at the time of election, any of
the nominees should be unavailable for election, a circumstance which is not
expected by the Company, it is intended that the proxies will be voted for such
substitute nominee as may be selected by the Company. Proxies not marked to the
contrary will be voted for the election of the following persons with respect to
Common Stock. All of the nominees, except for Marie M. May, are standing for
re-election by the stockholders from the current term.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES NAMED BELOW.
NAME AND AGE DIRECTOR SINCE POSITION WITH THE COMPANY
------------ -------------- -------------------------
Andrew Cimerman 1995 Chairman, President, Chief Executive Officer
F. Bryson Farrill 1998 Director
Terry Lyles 1996 Director
Marie M. May - Chief Financial Officer, Secretary
ANDREW CIMERMAN, 53, 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, PHD, 42, 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 PhD degree in
Psychology from Wayne State University in Detroit, Michigan.
F. BRYSON FARRILL, 73, 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.
MARIE M. MAY, CPA, 33, CHIEF FINANCIAL OFFICER AND SECRETARY has been with the
company since July 2000. Ms. May has 11 years experience in finance & accounting
mainly related to small emerging businesses. Prior to 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.
There is no family relationship between any of the directors or officers of
the Company.
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES
The Board of Directors currently does not have any committees.
The Board of Directors held 3 meetings in fiscal year 2000. All Directors
attended all meetings of the Board of Directors.
EXECUTIVE COMPENSATION
GENERAL COMPENSATION DISCUSSION. All decisions regarding compensation for
the Company's Executive Officers and executive compensation programs are
reviewed, discussed, and approved by the Board of Directors or stockholders for
approval, as appropriate. All compensation decisions are determined following a
detailed review and assessment of external competitive data, the individual's
contributions to the Company's success, any significant changes in role or
responsibility, and internal equity of pay relationships.
Set forth below is a summary of compensation for the Company's officers for
fiscal year 2000. There are no annuity, pension or retirement benefits proposed
to be paid to officers, directors or employees of the Company in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the Company or its subsidiary. The following
officers of the Company receive the following annual cash salaries and other
compensation:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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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, 2000 $20,000 - - - - - -
President, Director
Charles Goodson 2000 $84,000 - - - - - -
Vice President
Marie M. May, 2000 - - - - - - -
Chief Financial
Officer, Secretary
F. Bryson 2000 *(1) - - - - - 4,000
Farrill, Director
Terry A. Lyles, 2000 *(1) - - - - - 4,000
Director
All Officers and 2000 $104,000 - - - - - 8,000
Directors as a group
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</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.
<PAGE>
(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 $5.00 per share.
Ms. Jeans' options are also fully vested and exercisable.
The following table describes the above options:
<TABLE>
<CAPTION>
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SHARES VALUE NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
ACQUIRED ON REALIZED OPTIONS/SARS OF FY-END (#) MONEY OPTIONS/SARS OF FY-END ($)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
F. Bryson Farrill, 50,000 0 50,000 $3.00
Director
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Terry Lyles, Ph.D., 50,000 0 50,000 $3.00
Director
--------------------------------------------------------------------------------------------------------------
Gabrielle Jeans, Former 30,000 0 30,000 $5.00
employee
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Total 130,000 0 130,000 --
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</TABLE>
(D) LONG TERM INCENTIVE PLAN (LTIP)
None.
(E) COMPENSATION OF DIRECTORS
During the fiscal year ended May 31, 2000, 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 in 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. There are no employment
agreements between the Company and the other officers and directors.
(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.
<PAGE>
(H) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this report: (i) each
stockholder known by the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each director of the Company and
(iii) all directors and officers as a group.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF CLASS
OF BENEFICIAL OWNER BENEFICIAL OWNER(1)
Andrew Cimerman(2) 2,500,000 44%
Marie M. May(2) 0 0
Charles Goodson(2) 0 0
F. Bryson Farrill(2) 60,000(3) 1%
Terry Lyles(2) 60,000(3) 1%
All Officers and Directors as a group 2,620,000 46%
--------------
1. The total number of shares outstanding at the close of business on May 31,
2000 was 5,637,358. Except as otherwise indicated, the Company believes
that the beneficial owners of Common Stock listed above, based on
information furnished by such owners, have sole investment and voting power
with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options or warrants currently exercisable, or exercisable within 60
days, are deemed outstanding for purposes of computing the percentage of
the person holding such options or warrants, but are not deemed outstanding
for purposes of computing the percentage of any other person.
2. c/o Company's address: 4100 Newport Place, Suite 730, Newport Beach, CA
92660.
3. Includes 50,000 options to purchase Common Stock
<PAGE>
(G) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Cimerman is President and majority shareholder of HomeLife Cimerman
Real Estate Ltd. HomeLife Cimerman Real Estate Ltd.'s business activities
consist of real estate sales in Toronto, Canada. The activities of HomeLife
Cimerman Real Estate Ltd. are managed by the on-site management. These
activities do not demand a large portion of Mr. Cimerman's time and effort. Any
corporate opportunities that would be available to both the Company and to
HomeLife Cimerman Real Estate Ltd. is presented to HomeLife's Board of Directors
for consideration and for approval by a disinterested majority of the Board of
Directors.
The President and majority shareholder of the Company, Andrew Cimerman is
the sole shareholder and President of Realty World America, Inc. Realty World
America, Inc. is a real estate services company providing services to
franchises. Any transactions undertaken by Mr. Cimerman on behalf of Realty
World America, Inc. which may constitute a corporate opportunity are first
presented to the company's board of directors for approval by a disinterested
majority.
Mr. Cimerman is also the sole shareholder of Jerome's Magic World, Inc.,
the owner of certain characters licensed to the company. The license of these
characters to the Company is for an eight year term expiring in October 2003, at
$10,000 per year to the Company. Thereafter it is renewable for additional eight
year terms at the fair market value. Mr. Cimerman is sole shareholder and
President of HomeLife Securities, Inc. HomeLife Securities, Inc. licenses
certain "HomeLife" trademarks and service marks to the Company. The term of the
licensing agreement is eight years commencing October 1995 at no cost to the
Company. Thereafter, the license is renewable for additional eight year terms at
the fair market value.
Mr. Cimerman is President and majority shareholder of Simcoe Fox
Developments. Simcoe Fox Developments' business activities consist of holding
real estate investment property. The activities of Simcoe Fox Developments do
not demand a large portion of Mr. Cimerman's time and effort, and any corporate
opportunities that would be available to both the company and to Simcoe Fox
Developments is presented to HomeLife's Board of Directors for consideration and
for approval by a disinterested majority of the Board of Directors.
The Company was formed through the purchase of HomeLife Realty Services,
Inc., and HomeLife Realty U.S. Limited Partnership from Andrew Cimerman, the
current President of the Company. Mr. Cimerman received 10,000 shares of Class A
Preferred stock with certain voting power and with a face value of $1,000,000
for the sale of HomeLife US Partnership to the Company, and 2,500,000 shares of
Common stock for the sale of HomeLife Realty Services, Inc. to the Company.
APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
(PROPOSAL #2)
The Board of Directors has approved a Certificate of Amendment to the
Company's Articles of Incorporation (the "Amendment") to increase the number of
authorized shares of common stock, par value $.001 (the "Common Stock"), of the
Company to 100,000,000 shares from 20,000,000 shares. The vote of a majority of
the shares of Common Stock represented at the Annual Meeting is required for the
authorization of the increase in authorized shares of common stock of the
Company.
The proposed Amendment will authorize sufficient additional shares of
Common Stock to provide the Company the flexibility to make such issuances as
may be necessary in order for the Company to complete acquisitions or other
corporate transactions and to issue shares in connection with the Company's
stock option, stock purchase and other existing employee benefit plans. The
proposed Amendment to the Articles would facilitate the Company's ability to
accomplish these goals and other business and financial objectives in the future
without the necessity of delaying such activities for further shareholder
approval, except as may be required in particular cases by the Company's charter
documents, applicable law or the rules of any stock exchange or other system on
which the Company's securities may then be listed. Future issuances of
additional shares of Common Stock or securities convertible into Common Stock,
whether pursuant to an acquisition or other corporate transaction, would have
the effect of diluting the voting rights and could have the effect of diluting
earnings per share and book value per share of existing shareholders. The
availability for issuance of additional shares of Common Stock could discourage
or make more difficult efforts to obtain control of the Company.
<PAGE>
If the Amendment is approved, Article IV of the Articles of Incorporation
would be amended and restated as follows:
"ARTICLE IV. This Corporation is authorized to issue two classes of capital
stock, designated respectively "Common Stock" and "Preferred Stock" The total
number of shares of Common Stock which this Corporation is authorized to issue
is One Hundred Million (100,000,000) shares with a par value of $0.001 per
share. Each share of Common Stock shall be entitled to the same dividend,
liquidation, and voting rights as all other shares of Common Stock. The total
number of shares of Preferred Stock which this Corporation is authorized to
issue is One Hundred Thousand (100,000) shares with no par value. Such Preferred
Stock may be issued from time to time in one or more classes or series with such
dividend rates, voting rights, rights of conversion, rights upon dissolution or
liquidation, and with such designations, preferences, limitations, restrictions
and rights as shall be determined by resolution adopted by the Board of
Directors of the Corporation. "
The affirmative vote of a majority of the outstanding voting shares of the
Company, together with the affirmative vote of a majority of the required
quorum, is required for approval of the proposed Certificate of Amendment to the
Company's Articles of Incorporation at the Annual Meeting.
The Board of Directors believes that the amendment of the Articles is
necessary to provide the Company agility and flexibility over the upcoming
years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AUTHORIZATION OF THE
INCREASE IN AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY.
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR FISCAL YEAR 2001
The rules of the Securities and Exchange Commission permit stockholders of
the Company, after notice to the Company, to present proposals for stockholder
action in the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for stockholder action, and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. The Company's 2001 annual
meeting of stockholders is expected to be held on or about February 8, 2002, and
proxy materials in connection with that meeting are expected to be mailed on or
about January 10, 2002. Proposals of stockholders of the Company that are
intended to be presented at the Company's 2001 annual meeting must be received
by the Company no later than September 10, 2001 in order for them to be included
in the proxy statement and form of proxy relating to that meeting.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's Officers and Directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, Directors and greater than 10% stockholders are required
by regulation to furnish to the Company 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 it 2000 fiscal year, all such filing requirements applicable to its
Officers, Directors, and greater than ten percent beneficial owners were
complied with.
OTHER MATTERS
The Board of Directors of the Company does not intend to present any
business at the Annual Meeting other than the matters specifically set forth in
the Proxy Statement and knows of no other business to come before the Annual
Meeting. However, on all matters properly brought before the Annual Meeting by
the Board or by others, the persons named as proxies in the accompanying proxy
will vote in accordance with their best judgement.
It is important that your shares are represented and voted at the Annual
Meeting, whether or not you plan to attend. Accordingly, we respectfully request
that you sign, date, and mail your Proxy in the enclosed envelope as promptly as
possible.
A copy of the Company's Annual Report on Form 10-KSB for the year ended May
31, 2000, which has been filed with the SEC pursuant to the Exchange Act, has
been mailed to you along with this Proxy Statement. All information included in
the annual report is hereby incorporated by reference. Additional copies of the
Company's Annual Report may be obtained without charge upon written request
Marie M. May, C.F.O., HomeLife, Inc., 4100 Newport Place, Suite 730, Newport
Beach, California 92660 or on the Internet at www.sec.gov from the SEC's EDGAR
database.
By Order of the Board of Directors
/s/ Andrew Cimerman
-------------------
Andrew Cimerman, Chief Executive Officer,
President
Newport Beach, California
January 9, 2001
<PAGE>
HomeLife, Inc.
4100 Newport Place, Suite 730
Newport Beach, California 92660
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please mark your votes as [X] indicated in this example.
ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the to vote for all nominees
contrary below) listed below
(To withhold authority to vote for any individual nominee, strike a line through
the nominee's name below)
Andrew Cimerman F. Bryson Farrill Terry Lyles Marie M. May
PROPOSAL TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY FROM
20,000,000 TO 100,000,000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR, "FOR"
PROPOSAL #2, AND IN THE PROXY'S DISCRETION ON ANY OTHER MATTERS TO COME BEFORE
THE MEETING.
Dated:____________________________, 2000
________________________________________
(Signature)
________________________________________
(Second Signature)
PLEASE DATE AND SIGN ABOVE EXACTLY AS
YOUR NAME APPEARS AT LEFT, INDICATING
WHERE APPROPRIATE, OFFICIAL POSITION OR
REPRESENTATIVE CAPACITY.
