SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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February 23, 2005
HOMENET CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-22236 33-0565710
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
5252 North Edgewood Drive, Suite 310, Provo, Utah 84604
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(Address of principal executive offices) (Zip code)
(801) 502-6100
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13c-4(c)
This document contains a total of 37 pages.
Item 1.01 Entry into a Material Definitive Agreement
On or about February 25, 2005, HomeNet Communications, Inc.
("HomeNet"), a wholly owned subsidiary of the Company, entered into a Negotiated
Contract with the Army and Air Force Exchange Service (the "Agreement"). Under
the Agreement, the HomeNet is to construct, operate, and maintain an integrated
IP fiber-to-the-Home IP network to deliver to residential customers on the
Kunsan Air Force Base in Korea voice, video, data and other emerging
technologies as they become available in the marketplace. The Agreement is
contingent upon acceptance of the proof of concept and project briefing by the
Kunsan Air Force Base. There can be no assurance that the proof of concept will
be accepted. If the proof of concept is not accepted, the Agreement will be
terminated.
Item 3.02 Unregistered Sales of Equity Securities
On or about February 23, 2005, holders of outstanding promissory notes
in the principal amount of 1,545,000 ($1,688,980 with accrued interest)
converted all principal and interest owing on these notes into common stock at
the rate of one share of common stock for each dollar in principal and interest
owing. As a result, the Company will issue 1,688,980 shares of common stock to
these former debt holders. All recipients of common stock under this arrangement
are sophisticated and accredited investors. The issuance of the common stock
referenced above was exempt from registration pursuant to Sections 4(2) and 4(6)
of the Securities Act of 1933 and pursuant to Regulation D as promulgated under
the Securities Act of 1933. The Company did not use an underwriter in connection
with these transactions.
Item 9.01 Financial Statements and Exhibits
a. Financial statements of businesses acquired
Not applicable.
b. Pro forma financial information
Not applicable.
c. Exhibits
Number Description
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10.1 Negotiated Contract by and between HomeNet
Communications, Inc. and Army and Air Force Exchange
Service, dated February 25, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOMENET CORPORATION
Date: February 25, 2005 By /s/ Frank Gillen
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Frank Gillen
President
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