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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORLD HOMES, INC.
(Exact name or Registrant as specified in its charter)
Nevada 87-0434297
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
4505 W. Hacienda Ave. Unit I-1
Las Vegas, Nevada 89118
702-579-4888
(Name, address, including zip code, and telephone numbers,
including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of Securities Amount to be Offering price per aggregate offering Amount of
to be registered registered share(2) price registration fee
Common Stock (1) 450,000 $0.25 $112,500 $118.80
</TABLE>
(1) This Registration Statement shall also cover any additional
share of Common Stock which become issuable under the Plan being regis-
tered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalizationor any other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Sucurities Act, solely for purposes of determining the registration fee
based on the average of the bid and asked prices of the Registrant's
Shares reported on the OTC Bulletin Board on November 21, 2000
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2000 filed with the USSEC 10 OCT 2000.
2. All other reports filed by the Company pursuant to Section 13(a)
and 15(d) of the 1934 Act since June 30, 2000 (8-K filed with
the USSEC 10 OCT 2000).
All other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 , prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated herein by reference
modifies or supersedes such statement. Any statement so modified or
superceded, shall not be deemed except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law permits a company to indemnify its directors and
officers, except for any act of dishonesty. WORLD HOMES, Inc. ("WHME")
has provided in its By-Laws that the directors and officers of WHME will
be indemnified and secured harmless to the full extent permitted by law
out of the assets of WHME from and against all actions, costs, charges,
losses, damages and expenses incurred by reason of any act done, concurred
in or omitted in or about the execution of their duties or supposed duties,
other than in the case of any fraud or dishonesty. In addition, WHME has
provided in its By-Laws that each shareholder of WHME agrees to waive any
claim or right to action, individually or in the right of WHME against
any director or officer or WHME on account of any action taken by such
director or officer.
Nevada Law also permits WHME to purchase insurance for the
benefit of its directors and officers against any liability incurred by
them for the failure to exercise the requisite care, diligence and skill
in the exercise of their power and the discharge of their duties, or
indemnifying them in respect of any loss arising or liability incurred
by them by reason of negligence, default, breach of duty or breach of
trust.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers of sales are being
made, a post effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement,
(2) that, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 (a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indem-
nification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or con-
trolling person of the Registrant in a successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the question has
already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant, Affordable Homes of America, Inc., a corporation organized and
existing under the laws of the State of Nevada, certifies that it has
reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Las Vegas, State of Nevada, on this 21st day of November, 2000
WORLD HOMES, INC.
By: /s/ Merle Ferguson
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Merle Ferguson
President and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
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5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
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