8-K 1 mhme8k.htm FORM 8-K ~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Form~~FORM 8-K

~~CURENT~~Current ~~REPORT~~Report Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported): June 17, 2005
MOST HOME CORP. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation)	0-29067 (Commission File Number)		98-0173359 (IRS Employer Identification No.)
Unit 1 - 11491 Kingston Street Maple Ridge, British Columbia, Canada (Address of principal executive offices)		V2X 0Y6 (Zip Code)
Registrant's telephone number, including area code: (604) 460-7634
N/A (Former name or former address, if changed since last report.)

Date of Report (date of earliest event reported): March 12, 2007

~~Item~~MOST ~~1.01 Entry~~HOME ~~into a Material Definitive Agreement~~CORP.
(Exact name of Registrant as specified in its charter)

On June 13, 2005 Most Home Corp. (the "Corporation") closed a Share Exchange Agreement (the "Agreement") with Executive Wireless Inc. ("EWI"), Goalgetting Inc. and Michael Grabham and the shareholders of EWI to be effective as of June 13, 2005. The full context of the Agreement has been attached as Exhibit 10.1 to this Form 8-K including amendments.

Nevada (State of Incorporation)	0-29067 (Commission File No.)	98-0173359 (I.R.S. Employer Identification No.)
Unit 1- 11491 Kingston Street, Maple Ridge, British Columbia, Canada V2X 0Y6 (Address of principal executive office, including Zip Code)
Registrant's telephone number, including area code: (604) 460-7634

~~The~~ITEM acquisition of EWI, a Seattle based wireless real estate services company, enables the Corporation to wirelessly extend ClientBuilder, the Corporation's broker lead management platform, and expand its overall reach in the U3.S.02 ~~market~~Unregistered bySales ~~providing~~of ~~wireless~~Equity ~~MLS service to real estate boards and associations.~~Securities

~~Under~~Between ~~the~~December ~~Agreement,~~2006 ~~the Corporation agreed~~ to ~~issue~~March ~~300~~12,~~000~~ ~~common~~2007, ~~shares~~we ~~(the~~issued ~~"Most~~a ~~Home~~total ~~Shares") to the shareholders~~ of ~~EWI~~1,291,250 inshares ~~exchange for the EWI shareholders selling 100%~~ of ~~the~~common ~~issued~~stock and ~~outstanding~~1,061,250 ~~shares~~share topurchase ~~the~~warrants ~~Corporation. As~~to afour ~~result,~~accredited ~~EWI~~investors ~~became~~for atotal ~~wholly-owned~~proceeds ~~subsidiary~~ of ~~the Corporation~~$505,000. ~~The~~Each ~~allocation~~warrant ofentitles the ~~Most~~investor ~~Home Shares~~ to ~~the~~purchase ~~individual~~one ~~shareholders~~additional ofcommon ~~EWI~~share ~~was~~at ~~based~~an onexercise ~~their~~price ~~investment and ownership~~ of ~~shares of EWI~~$0. ~~All~~60 ~~the~~per ~~directors~~share ~~and~~for ~~officers~~a period of ~~EWI~~three ~~resigned~~years onfrom closing ~~and new officers were appointed by the Corporation~~.

~~The~~We ~~issuance~~paid cash commission of $12,500 in connection with the ~~300~~private placement to one investor,~~000~~ ~~common~~to ~~shares~~a person that is not a broker-dealer or agent. The units were sold to the ~~EWI~~accredited ~~shareholders~~investors ~~represents~~pursuant ~~1.4%~~to ofRegulation 506 under the Securities Act of 1933, as amended. All securities issued were issued as "restricted securities" and ~~outstanding~~were ~~share~~endorsed ~~capital~~with a restrictive legend confirming that the securities could not be resold without registration under the Act or an applicable exemption from the registration requirements of the ~~Corporation~~Act. No general solicitation or general advertising was conducted in connection with the sales of the shares.

~~Under~~On ~~the~~December ~~Agreement~~27, ~~the~~2006, ~~Corporation~~we ~~agreed~~issued to36,750 ~~assume~~shares ~~net liabilities~~ of ~~approximately~~common ~~$242,000. In~~stock ~~addition~~ to ~~the~~a ~~assumed~~holder ~~net~~of ~~liabilities,~~share ~~the~~purchase ~~Corporation~~warrants ~~had~~on ~~loaned prior to~~ the ~~closing~~exercise of ~~the~~warrants, ~~transaction~~for a total ofproceeds ~~$85,396 to EWI, $64,055~~ of ~~which is represented by demand promissory notes and~~ $2114,~~341 unsecured~~700. ~~Under~~The ~~the~~securities ~~Agreement,~~were ~~the~~upon ~~Corporation~~Regulation isS ~~also~~and/or ~~required~~section to4(2) ~~pay~~of ~~certain liabilities included in~~ the ~~amount~~Securities ~~above,~~Act of ~~approximately~~1933 ~~$109,844~~ in ~~liabilities~~an tooffshore ~~certain~~transaction ~~debtholders~~to ~~within~~non-U.S. 30Person ~~days~~(as ~~after~~that ~~the~~term ~~closing~~is asdefined ~~set forth~~ in ~~Schedule~~Regulation ~~"G"~~S ofunder the ~~Agreement~~Securities ~~attached~~Act ~~hereto~~of ~~as Exhibit 10~~1933).1. AsAll ~~well,~~securities anissued ~~additional~~were ~~$2,500~~issued ~~CAD~~as is"restricted ~~payable~~securities" ~~every~~and ~~month~~were ~~for~~endorsed ~~the~~with ~~next~~a 4restrictive ~~months. The~~legend ~~Corporation~~confirming ~~has~~that ~~also agreed in~~ the ~~Agreement~~securities tocould ~~issue~~not ~~shares~~be toresold awithout ~~debtholder~~registration inunder ~~order~~the toAct ~~cancel~~or ~~$5,000~~an inapplicable ~~debt,~~exemption ~~not~~from ~~included in assumed net liabilities, based on~~ the ~~closing~~registration ~~price~~requirements of the ~~Corporation's shares on June 7, 2005~~Act. ~~In addition, the Corporation has agreed to pay $8,000 to a debtholder, not included in assumed net liabilities, within 10 days of closing.~~

EWI is in the business of developing wireless products for real estate professionals. The Corporation and EWI plan to spend approximately $490,000 in the next 12 months to complete and develop a wireless application to enable customers to obtain information on property listings from their mobile phones.
Item 2.01   Completion of Acquisition or Disposition of Assets
The information provided in response to Item 1.01 of this current report on Form 8-K is incorporated herein by this reference.
Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information provided in response to Item 1.01 of this current report on Form 8-K is incorporated herein by this reference.
Item 3.02   Unregistered Sales of Equity Securities.
On June 13, 2005 under a Share Exchange Agreement with Executive Wireless Inc. (referred in Item 1.01 of this current report on Form 8-K and hereby incorporated by reference), the Corporation issued 300,000 common shares to 25 shareholders of EWI. The price of the Corporation's shares quoted on the OTC Bulletin Board on June 13, 2005, the closing date of the Agreement, was $0.38 per share.
The Corporation relied on Regulation S exemption requirements from registration under the Securities Act of 1933 to issue a total of 281,339 common shares to 19 EWI shareholders. These share certificates representing the 281,339 shares of common stock bear a restrictive legend indicating that a transfer of the shares may only be made in compliance with the United Stares securities laws. These shares have a one-year distribution compliance period and may not be resold in the United States or to a U.S. person until the expiration of the one year period except in accordance with the provisions of Regulation S, or pursuant to an available exemption from registration.
The Corporation relied on section 4(2) of the Securities Act of 1933 to issue 18,662 common shares to 6 EWI shareholders resident in the United States. The securities sold were acquired for investment purposes only and without a view to distribution. The EWI shareholders had an opportunity to ask management questions about the Corporation and had adequate access to information about the Corporation. The certificates evidencing the shares cannot be offered, sold or transferred other than pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an applicable exemption from registration. The shares sold are "restricted" shares as defined in Rule 144 of the Rules and Regulations. No underwriters were involved with the sale of these shares and no commissions or other forms of remuneration were paid to any person in connection with such sale.
Item 9.01   Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
In accordance with Item 9(a) of Form 8-K, the financial statements of the business acquired shall be provided not later than 71 days after the date on which this Current Report must be filed.
(b) Pro Forma Financial Information
In accordance with Item 9(b) of Form 8-K, the pro forma financial information required to Article 11 of Regulation S-X shall be provided not later than 71 days after the date on which this Current Report must be filed.
(c) Exhibits.
INDEX TO EXHIBITS
Exhibit No. Description
10.1 Share Exchange Agreement and Amendments
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.

MOST HOME CORP. Date: ~~June~~March 1712, ~~2005~~2007 By: ~~Scott~~/s/ ~~Munro~~Michael Schutz Michael Schutz, Chief Financial Officer

Exhibit No.	Description
10.1	Share Exchange Agreement and Amendments

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