UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 11, 2006
HOMELIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 000-30424 33-0680443
(State or other jurisdiction of (Commission File Number) (IRS Employee Identification No.)
incorporation or organization)
1503 South Coast Drive, Suite 204 92626
Costa Mesa, CA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 241-3030
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 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) Material Agreement made outside the ordinary course of business
(i) On September 11, 2006 (the "Effective Date"), Homelife, Inc., a
Nevada Corporation, Homelife Acquisition Corp., a Delaware
Corporation, and MIT Holdings, Inc., a Delaware Corporation, and
Andrew Cimerman, President of Homelife, Inc. entered into the
Agreement and Plan of Merger.(the "Agreement"). Pursuant to the
Agreement, MIT Holdings will merge into Homelife Acquisition Corp.
in a tax free reorganization, with MIT surviving the merger and
becoming a wholly owned subsidiary of Homelife, Inc.. Each issued
and outstanding common share of MIT Holdings, Inc., 21,000,000 as of
the date of the execution of the Agreement plus additional shares of
common stock issued in connection with additional financing, shall
be converted into one share of common stock of Homelife, Inc.
Pursuant to the Agreement, MIT Holdings, Inc. will pay to Homelife,
Inc. the sum of $250,000, which will be used to pay current
liabilities. In connection with the transaction, Homelife, Inc. will
sell all of its assets to a company controlled by Mr. Cimerman in
exchange for all of his Class A preferred stock and 1,905,999 shares
of his common stock. Mr. Cimerman shall retain 240,000 shares of
Homelife, Inc.'s common stock after Homelife, Inc. effects a reverse
stock split. Pursuant to the Agreement, Homelife, Inc. will effect
an approximately 1 for 4.2 reverse stock split. The closing of the
transactions contemplated by the Agreement are subject to customary
closing conditions, including the delivery of financial statements
by MIT and Homelife's receipt of a fairness opinion regarding the
transfer of assets to Mr. Cimerman.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
2.1 Agreement and Plan of Merger by and among Homelife, Inc., a Nevada
Corporation, Homelife Acquisition Corp., a Delaware Corporation, and
MIT Holdings, Inc., a Delaware Corporation, and Andrew Cimerman
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.
HOMELIFE, INC.
Dated: September 14, 2006 By: /s/ Andrew Cimerman
--------------------
Andrew Cimerman
President,
Chief Executive Officer, and
Chairman of Board of Directors
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
2.1 Agreement and Plan of Merger by and among Homelife,
Inc., a Nevada Corporation, Homelife Acquisition Corp.,
a Delaware Corporation, and MIT Holdings, Inc., a
Delaware Corporation, and Andrew Cimerman