-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSfIIHA7iBpObec7aNIin5Je1oVdOUfjZrpP1mzCPbF+qSaBa9MHZFPOf5NL3/At gor+Qg+hCCeZtkU7Fuc4vQ== 0001144204-08-023839.txt : 20080619 0001144204-08-023839.hdr.sgml : 20080619 20080423161442 ACCESSION NUMBER: 0001144204-08-023839 CONFORMED SUBMISSION TYPE: PRER14C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYLOGIX GROUP INC. CENTRAL INDEX KEY: 0001024048 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 330680443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRER14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-30424 FILM NUMBER: 08771971 BUSINESS ADDRESS: STREET 1: 9475 HEIL AVENUE STREET 2: SUITE D CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 BUSINESS PHONE: 714-418-1414 MAIL ADDRESS: STREET 1: 9475 HEIL AVENUE STREET 2: SUITE D CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 FORMER COMPANY: FORMER CONFORMED NAME: HOMELIFE INC DATE OF NAME CHANGE: 19980828 PRER14C 1 v111491_prer14c.htm
Amendment No. 3 to
SCHEDULE 14C INFORMATION
 
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No.)
 
 
                      Check the appropriate box:
 
x
 
Preliminary Information Statement
o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2))
 
 
 
 
 
 
o
 
Definitive Information Statement
 
 
 
 
 
MONEYLOGIX GROUP INC. (f/k/a HOMELIFE, INC.)
(Name of Registrant As Specified In Charter)
______________________________
 
Payment of Filing Fee (Check the appropriate box):
 
 
x
No fee required.
 
 
 
 
o
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
 
 
 
 
1)
Title of each class of securities to which transaction applies:
 
 
 
 
2)
Aggregate number of securities to which transaction applies:
 
 
 
 
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
4)
Proposed maximum aggregate value of transaction:
 
 
 
 
5)
Total fee paid:

 
o
Fee paid previously with preliminary materials.
 
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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.

 
1)
Amount Previously Paid:
 
 
 
 
2)
Form, Schedule or Registration Statement No:
 
 
 
 
3)
Filing Party:
 
 
 
 
4)
Date Filed:
 
1

THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
 
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
 
MONEYLOGIX GROUP INC. (f/k/a HOMELIFE, INC.)
1503 South Coast Drive, Suite 204,
Costa Mesa, CA 92626

INFORMATION STATEMENT
(Preliminary)
 
April , 2008
 
GENERAL INFORMATION
 
        This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $.001 per share (the “Common Stock”), of Moneylogix Group Inc. f/k/a Homelife, Inc., a Nevada Corporation (the “Company”), to notify such Stockholders that on or about January 8, 2008, the Company received written consent in lieu of a meeting of Stockholders from holders of 9,013,194 shares representing approximately 72.85% of the 12,371,886 shares of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to effect a 22-for-1 reverse stock split (pro-rata reduction of outstanding shares) of our issued and outstanding shares of Common Stock and to issue additional shares.  There will not be an increase or decrease in authorized shares.
 
        On January 8, 2008, the Board of Directors of the Company approved the reverse stock split, subject to Stockholder approval. The Majority Stockholders approved the reverse stock split by written consent in lieu of a meeting on January 8, 2008 in accordance with the Nevada General Corporation Law (“GCL”).  Accordingly, your consent is not required and is not being solicited in connection with the approval of the Amendments.

On January 29, 2008, the Board of Directors and persons owning a majority of the outstanding voting securities of the Company approved and adopted resolutions authorizing the Company to change its name to Moneylogix Group Inc., no other votes are required or necessary. The Certificate of Amendment evidencing the name change was filed with the Secretary of State of the State of Nevada on January 29, 2008.
 
 
        WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
 
2


RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company (the "Board") believes that the stockholders of the Company will benefit from the reverse split because it will attract potential investment from outside investors which will create a more liquid public market for its common stock.  In order to facilitate such transaction, the Board has determined that the capitalization structure of the Company should be simplified.  At this time, the Company does not intend to attract potential investment and does not need further investments to continue its operations. In the event that the Company does seek potential outside investments, no assurances can be given that such investors will be found.

It was the Board's opinion that the restructuring transactions described above would better position the Company to attract potential business candidates and provide the stockholders of the Company with the greatest potential return. The Board approved the above actions on January 8, 2008 and stockholders holding a voting majority of the outstanding voting capital stock of the Company approved the above actions on January 8, 2008.

ACTIONS TO BE TAKEN

This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.

DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK

GENERAL

The Board approved a resolution to affect a twenty-two - for - one reverse stock split.  Under this reverse stock split, each 22 shares of our Common Stock will be converted automatically into 1 share of Common Stock.  To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to all holders of fractional shares.  The effective date of the reverse stock split will be twenty days from the mailing of the definitive 14C.

PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE FRACTIONAL SHARES. HOWEVER, UPON THE CLOSING OF THE SHARE EXCHANGE AGREEMENT DESCRIBED BELOW WHEREBY MONEYLOGIX INC. SHALL RECEIVE 98.7% OF THE COMPANY’S ISSUED AND OUTSTANDING SHARES, YOUR PERCENTAGE INTEREST IN THE COMPANY SHALL BE DRASTICALLY REDUCED.

PLEASE NOTE THAT THE REVERSE SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES ISSUED AND OUTSTANDING WILL BE REDUCED.

REVERSE STOCK SPLIT AS A CONDITION OF THE SHARE EXCHANGE AGREEMENT

On October 23, 2007 (the “Effective Date”), we entered into an Agreement and Plan of Merger (the “Agreement”) with AGDAS Financial Holdings, Inc., a Delaware Corporation, (“AGDAS”), and Andrew Cimerman, an individual. On January 3, 2008, we entered into an Addendum to the Agreement and Plan of Merger (the “Addendum”) which substantially changed the structure of the transaction to make it a share exchange transaction (the “Share Exchange Agreement”) as opposed to the originally contemplated merger. Pursuant to the terms of the Share Exchange Agreement, we shall issue 80,000,000 shares of our common stock to the Moneylogix Inc. (“Moneylogix”) shareholders in exchange for 100% of the Moneylogix shares of common stock. In addition, Moneylogix will pay to the Company the sum of $250,000 which shall be used to satisfy our current liabilities.

The 80,000,000 shares issued to Moneylogix will be issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

3

On January 3, 2008, we entered into a Second Addendum to the Agreement and Plan of Merger (the “Second Addendum”) to extend the time to close the transaction to a date that coincides with the required periods that the Company is allowed to close the transaction based on the filing of the Definitive 14C Information Statement. The following is a summary term sheet that is written in plain English and briefly describes the material terms of the Share Exchange Agreement contemplated by the Addendum and Agreement:
 
-  
Homelife shall have effectuated a 22 for 1 reverse stock split;

-  
Homelife shall change its name to Moneylogix Group, Inc. (already completed);

-  
Homelife shall issue 490,310 shares of common stock (post 22-for-1 reverse stock split) to Mr. Cimerman in consideration for Mr. Cimerman retiring a certain portion of debt we owe him and canceling the 10,000 of our Class A preferred shares held by him. We have agreed that the 490,310 shares to be issued to Mr. Cimerman shall be restricted for a minimum of 24 months.

RELEVANT INFORMATION ABOUT MONEYLOGIX

Pursuant to the Share Exchange Agreement, Moneylogix, Inc. shall become a wholly-owned subsidiary of our Company. Relevant information regarding Moneylogix is discussed below:

Moneylogix, Inc.’s mailing address and phone number of its principal executive offices is:
27 Ardmore Cres. Richmond Hill.
Ontario. Canada. L4B-3P6

Moneylogix is a corporation incorporated under the laws of Delaware in December 2007, and is a financial service company. It services parties in multiple financial markets. Management believes that current market valuations provide multiple opportunities to consolidate under-valued or distressed niche financial service companies, and through such consolidation, offer better and more complete services to consumers under the Moneylogix brand. The audited financial statements for Moneylogix are attached as Exhibit 99.1.
 
Markets that are currently being assessed include mortgage brokerage, mortgage lending, credit cards, insurance, and real estate brokerage. It is expected that initial operations will commence in Canada with expansion plans to include the creation of additional subsidiaries to fulfill MoneyLogix’s global aspirations.

There are no material differences in accounting treatment or federal income tax consequences from this Share Exchange Agreement. Similarly, we are not required to obtain any federal or state regulatory approvals. Accordingly, we did not obtain any reports, opinions, or appraisals (other than the legal opinion from Moneylogix’s counsel stating that Moneylogix has authority to enter into the Share Exchange Agreement) relating to the fairness of the transaction because we deemed it an unnecessary and costly expense given the nature of the transaction.

During the past two years, other than this Share Exchange Agreement, there has not been any negotiations, transactions or material contracts between these two companies regarding a merger, consolidation, acquisition, tender offer, election of directors or sale/transfer of material assets of either company.

Lastly, all necessary financial reports are attached as Exhibits and/or referred to and incorporated herein by reference to previously filed reports with the SEC.

MONEYLOGIX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We do not know of any trends, demands, commitments, events or uncertainties that will result in or that are likely reasonable to result in the registrant’s liquidity increasing or decreasing in any material way. We do not and will not have any material commitments for capital expenditures as of the end of the latest fiscal period. Moneylogix was just incorporated in December 2007 and, therefore, has not developed any known material trends in our capital resources. Moneylogix was just incorporated in December 2007 and, therefore, there were no unusual or infrequent events or any significant economic changes that materially affected the amount of reported income from continuing operations. There have been no known trends or uncertainties that have had a material impact on net sales or revenues or income from continuing operations. The financial statements do not disclose material increases in net sales or revenues and Moneylogix has not been operating for the past three fiscal years so inflation and changing prices have not had any impact on Moneylogix net sales and revenues and income from operations.

4

Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”(SPEs).

As of the latest fiscal year end, Moneylogix did not have any known contractual obligations.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements on accounting or financial disclosures between the Issuer and its accountants.

Since there will not be a shareholders meeting for the action contemplated by this 14C Information Statement, the Company’s principal accountants will not be present for a shareholders meeting. However, they will be available to respond to any questions the shareholders may have based on this 14C Information Statement.

SPIN-OFF AGREEMENT

In connection with the Share Exchange Agreement, we expect to transfer our current assets and liabilities to a company owned by Mr. Cimerman (the “Spin Off”). As further consideration for this Spin Off, Mr. Cimerman shall agree to cancel any amounts owed to him after the issuance of the 490,310 shares of common stock listed above. The Spin-Off is contemplated by the Share Exchange Agreement because, pursuant to the Share Exchange Agreement, the business plan of the Company will be changing and the current business of Homelife will not be consistent with the business of Moneylogix. Accordingly, it is anticipated that keeping the current business of the Company after the Share Exchange Agreement will only detract the Company from utilizing Moneylogix’s business plan.

On June 2, 2006, we filed a Definitive 14C Information Statement approving the spin off of the assets to Mr. Cimerman. Specifically, the explanation given for consideration is as follows (as included in such Information Statement provided to all of the Company’s shareholders at such time):

The shareholders have previously authorized the spinout of all of the company's assets to a separate entity controlled by Andrew Cimerman upon completion of a merger or share exchange. The transfer of all of the Company's assets to a separate entity controlled by Mr. Cimerman is in exchange for his shares of the Company's Class A Preferred stock, a significant portion of his shares of the Common Stock, the full satisfaction of all of the debts and liabilities owed by the Company to him and his assumption of the Company's liabilities and obligations for repayment of bank lines of credit and commercial office leases. The value of all the assets being spun-off is $152,000 which is based on the financial statements that were filed in the Form 10-Q for the most recent quarter ended February 29, 2008 and incorporated herein by reference. Pursuant to the most recent financial statements, the total liabilities of the operations being spun-off is $1,281,104, of which $908,835 is owed to Mr. Cimerman for accrued salary and loans. Mr. Cimerman will be assuming all of these liabilities in the spin-off. Lastly, the Company is paying Mr. Cimerman or an entity designated by Mr. Cimerman, $250,000 in cash as additional consideration for the assumption of the liabilities.
 
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT

The Board of Directors believes that, among other reasons, the number of outstanding shares of our Common Stock have contributed to a lack of investor interest in the Company and has made it difficult to attract new investors and potential business candidates.  The Board of Directors had proposed the Reverse Stock Split as one method to attract business opportunities in the Company.

When a company engages in a reverse stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market price is $.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the split. In either case, his stock will be worth $100. He is no better off before or after. Except that such company hopes that the higher stock price will make that company look better and thus the company will be a more attractive merger target for potential business. There is no assurance that that company's stock will rise in price after a reverse split or that a suitable merger candidate will emerge.

5

We believe that the reverse stock split may improve the price level of our Common Stock and that the higher share price could help generate interest in the Company among investors and other business opportunities. However, the effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares outstanding.
 
The reverse split will affect all of our stockholders uniformly and will not affect any stockholder's percentage ownership interests in the Company or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the reverse split will be that the number of shares of Common Stock issued and outstanding will be reduced from 12,371,886 shares as of February 4, 2008 to approximately 562,359 shares (depending on the number of fractional shares that are issued). The number of authorized shares of Common Stock will not be affected.

 
Pre-Reverse Stock Split 
 
Authorized Shares
Issued Shares
Authorized but Unissued
500,000,000
12,371,886
487,628,114
     
 
Post-Reverse Stock Split
 
Authorized Shares
Issued Shares
Authorized but Unissued
500,000,000
562,359
499,437,641

The reverse split will not affect the par value of our Common Stock. As a result, on the effective date of the reverse split, the stated capital on our balance sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.

The reverse split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered, except for possible immaterial changes. The Common Stock issued pursuant to the reverse split will remain fully paid and non-assessable. The reverse split is not intended as, and will not have the effect of, a "going private transaction" covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934. . Notwithstanding the above, however, upon the closing of the share exchange agreement described below whereby Moneylogix shall receive 98.7% of the Company’s issued and outstanding shares, your percentage interest in the Company shall be drastically reduced.

Stockholders should recognize that they will own a fewer number of shares than they presently own (a number equal to the number of shares owned immediately prior to the filing of the certificate of amendment divided by twenty-two). While we expect that the reverse split will result in an increase in the potential market price of our Common Stock, there can be no assurance that the reverse split will increase the potential market price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse split. In addition, the reverse split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. Consequently, there can be no assurance that the reverse split will achieve the desired results that have been outlined above.

Anti-Takeover Effects of the Reverse Stock Split

6

THE OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT THE REMOVAL OF MANAGEMENT.

The effective increase in our authorized shares could potentially be used by management to thwart a take-over attempt.  The over-all effects of this proposal might be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s securities and the removal of incumbent management.  The proposal could make the accomplishment of a merger or similar transaction more difficult, even if it is beneficial to shareholders.  Management might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders that would provide an above market premium, by issuing additional shares to frustrate the take-over effort.
 
This proposal is not the result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer, solicitation or otherwise.

Neither the Company’s charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision.  The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

The main purpose for the Reverse Stock Split is to complete a Share Exchange Agreement entered into between the Company and Moneylogix, Inc. and if the Reverse Stock Split is not completed, the Company will not be able to close on the Share Exchange Agreement. The main disadvantage to the Reverse Stock Split is that it may have an anti-takeover effect and discourage any potential mergers or tender offers.

As discussed above, the Reverse Stock Split is a condition to the Share Exchange Agreement entered into between the Company and Moneylogix and was the subject of a unanimous vote by the Board of Directors approving the Reverse Stock Split.  There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a reverse stock split.

PROCEDURE FOR EXCHANGE OF STOCK CERTIFICATES

The reverse split will become effective twenty days following the mailing of this Information Statement, which we will refer to as the "effective date." Beginning on the effective date, each certificate representing pre-reverse split shares will be deemed for all corporate purposes to evidence ownership of post-reverse split shares.

Our transfer agent, OTR, Inc., will act as exchange agent for purposes of implementing the exchange of stock certificates. We refer to such person as the "exchange agent." Holders of pre-reverse split shares are asked to surrender to the exchange agent certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares in accordance with the procedures set forth in the letter of transmittal enclosed with this Information Statement. No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal.

Our stockholders are not entitled to appraisal rights under the Nevada GCL in connection with the reverse stock split.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

FRACTIONAL SHARES

We will not issue fractional certificates for post-reverse split shares in connection with the reverse split. Instead, an additional share shall be issued to all holders of a fractional share. To the extent any holders of pre-reverse split shares are entitled to fractional shares as a result of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional shares.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

SUMMARY OF REVERSE STOCK SPLIT

7

Below is a brief summary of the reverse stock split:

 
o
The issued and outstanding Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every twenty-two pre-split shares of the Common Stock outstanding. The consolidation shall not affect any rights, privileges or obligations with respect to the shares of the Common Stock existing prior to the consolidation.
 
 
 
 
o
Stockholders of record of the Common Stock as of April , 2008, or twenty days from the mailing of this Information Statement shall have their total shares reduced on the basis of one post-split share of Common Stock for every 22 pre-split shares outstanding.
 
 
 
 
o
As a result of the reduction of the Common Stock, the pre-split total of issued and outstanding shares of 12,371,886 shall be consolidated to a total of approximately 562,359 issued and outstanding shares (depending on the number of fractional shares that are issued).
 
 
 
 
o
The Company's authorized number of common stock shall remain at 500,000,000 shares of the Common Stock.
 
This action has been approved by the Board and the written consents of the holders of the majority of the outstanding voting capital stock of the Company.
 
The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on February 4, 2008, as the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive this Information Statement.
 
You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Amendment will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar days after the mailing of this Information Statement.

AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY

As discussed above, the purpose of the name change is to be consistent with the new business plan of the Company pursuant to the Share Exchange Agreement with Moneylogix. The Company’s Board of Directors and persons owning a majority of the Company’s voting securities approved a resolution authorizing the Company to amend the Articles of Incorporation to change the Company’s name to Moneylogix Group Inc. The Board believes that the name change better reflects the nature of the Company’s current and anticipated operations. The Company had operated under the name Homelife, Inc. which reflected the Company’s prior business of providing a broad range of services to its franchisees, licensees and consumers in the real estate marketplace. In accordance with the Share Exchange Agreement, Moneylogix Group Inc. will become the successor issuer to the Company and the operations of Moneylogix, Inc. will become that of the Company.

ADDITIONAL INFORMATION
 
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
 
The following documents as filed with the Commission by the Company are incorporated herein by reference:
 
1.
 
Annual Report on Form 10-KSB for the fiscal year ended May 31, 2007
2.
 
Quarterly Reports on Form 10-QSB for the quarters ended November 30, 2007, August 31, 2007 and February 29, 2008.
 
8

OUTSTANDING VOTING SECURITIES
  
        As of the date of the Consent by the Majority Stockholders, January 8, 2008, the Company had 12,371,886 shares of Common Stock issued and outstanding, and there were no shares of Preferred Stock issued and outstanding. Each share of outstanding Common Stock is entitled to one vote on matters submitted for Stockholder approval.
 
        On January 8, 2008 the holders of 9,013,194, shares (or approximately 72.85% of the 12,371,886 shares of Common Stock then outstanding) executed and delivered to the Company a written consent approving the reverse split. Since the reverse split has been approved by the Majority Stockholders, no proxies are being solicited with this Information Statement.
 
        The Nevada CGL provides in substance that unless the Company’s articles of incorporation provides otherwise, stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
        The following information table sets forth certain information regarding the Company’s common stock owned on April , 2008 by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:
 
Common Stock Beneficially Owned 
         
Named executive officers and directors: (1)
 
Number of
Shares
beneficially
owned (2)
 
Percentage of
class beneficially
owned before the
Transaction  (3)
 
Andrew Cimerman
   
9,013,194
   
72.85
%
Marie M. May
   
60,000
   
0.48
%
 F. Bryson Farrill
   
10,000
   
0.08
%
Terry Lyles
   
10,000
   
0.08
%
All directors and executive officers as a group (four persons)
         
73.49
%
5% Shareholders: (1)
             
Andrew Cimerman
   
9,013,194
   
72.85
%
 
(1)  
Unless otherwise noted, the address for each of the named beneficial owners and directors and officers is 1503 South Coast Drive, Suite 204, Costa Mesa, CA 92626 .
   
(2)(3)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 3, 2008. As of January 3, 2008, there were 12,371,886 common shares issued and outstanding.

DISSENTER’S RIGHTS OF APPRAISAL
 
        The Stockholders have no right under the Nevada GCL, the Company’s articles of incorporation consistent with above or By-Laws to dissent from any of the provisions adopted in the Amendments.
 
 EFFECTIVE DATE OF REVERSE SPLIT AND NAME CHANGE

        Pursuant to Rule 14c-2 under the Exchange Act, thus reverse split shall not be effective until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about twenty days following the mailing of this Information Statement.
 
By Order of the Board of Directors
       
/s/ Andrew Cimerman      

Andrew Cimerman
   
Chief Executive Officer & Director 
     
 
9

EX-99.1 3 v111491_ex99-1.htm
MONEYLOGIX INC.
(A Development Stage Company)
 
FINANCIAL STATEMENTS
 
12 MARCH 2008
 
 
 

 
 
MONEYLOGIX INC.
(A Development Stage Company)
12 MARCH 2008
CONTENTS
 
   
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
1
FINANCIAL STATEMENTS
   
Balance Sheet
 
2
Statement of Operations
 
3
Statement of Stockholders' Deficit
 
4
Notes to the Financial Statements
 
5 - 9

 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
MoneyLogix Inc.
 
We have audited the accompanying balance sheet of MoneyLogix Inc. (a Development Stage Company) as of 12 March 2008 and the related statements of operations and stockholders' deficit for the period from the date of inception (7 December 2007) to 12 March 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MoneyLogix Inc. (A Development Stage Company) as of 12 March 2008 and the related statements of operations and stockholders' deficit for the period from the date of inception (7 December 2007) to 12 March 2008 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has operating losses, is in the development stage with no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ DNTW Chartered Accountants, LLP
 
Markham, Canada
12 March 2008

 
1

 

MONEYLOGIX INC.
(A Development Stage Company)
BALANCE SHEET
AS AT 12 MARCH
(Expressed in United States Dollars)
 
   
Note
 
2008
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
         
Current Liabilities
         
Accrued liabilities
       
$
5,000
 
Total Liabilities
         
5,000
 
Stockholders' Deficit
             
Capital stock, $.001 par value; 100,000,000 shares authorized; 100,000,000 issued and outstanding
   
5
   
100,000
 
Stock subscription receivable
         
(18,400
)
Deficit accumulated during the development stage
         
(86,600
)
Total Stockholders' Deficit
         
(5,000
)
Total Liabilities and Stockholders' Deficit
       
$
-
 
 
The accompanying notes are an integral part of these financial statements.
 
 
2

 
 
MONEYLOGIX INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM THE DATE OF INCEPTION
 (7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)

EXPENSES
     
Professional fees
 
$
5,000
 
Stock based compensation
   
81,600
 
TOTAL OPERATING EXPENSES
   
86,600
 
NET LOSS
 
$
(86,600
)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
 
$
0.00
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
   
100,000,000
 

The accompanying notes are an integral part of these financial statements.
 
 
3

 

MONEYLOGIX INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM THE DATE OF INCEPTION
 (7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)

   
Common Stock
                 
   
Shares
 
Amount
 
Additional Paid In Capital
 
Stock Subscription Receivable
 
Deficit Accumulated During The Development Stage
 
Total Stockholders' Deficit
 
Issuance of common stock for services
   
81,600,000
 
$
81,600
 
$
-
 
$
-
 
$
-
 
$
81,600
 
Issuance of common stock
   
18,400,000
   
18,400
   
-
   
(18,400
)
 
-
   
-
 
Net loss
   
-
   
-
   
-
   
-
   
(86,600
)
 
(86,600
)
Balance, 29 February 2008
   
100,000,000
 
$
100,000
 
$
-
 
$
(18,400
)
$
(86,600
)
$
(5,000
)
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
MONEYLOGIX INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM THE DATE OF INCEPTION
(7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)
 
1.  NATURE OF OPERATIONS AND ORGANIZATION
 
Nature of Operations
 
MoneyLogix Inc. ("MoneyLogix") was incorporated in the state of Delaware on 7 December 2007. The Company is a development stage company that is currently developing plans to strategically acquire financial service companies whose businesses and markets served would complement each other.
 
2.  BASIS OF PRESENTATION
 
The Company has earned limited revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7 “). Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation and comprehensive loss, stockholders' deficit disclose activity since the date of the Company's inception.
 
3.  GOING CONCERN
 
These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
 
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet is obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements.
 
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
 
 
5

 
 
MONEYLOGIX INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM THE DATE OF INCEPTION
(7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)
 
4.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. Presented below are those policies considered particularly significant:
 
Fair Value of Financial Instruments
 
The Company's financial instruments consist of accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
 
Income Taxes
 
The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.
 
Earnings or Loss Per Share
 
The Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.
 
There were no dilutive financial instruments for the period from inception (7 December 2007) to 12 March 2008.
 
 
6

 
 
MONEYLOGIX INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM THE DATE OF INCEPTION
(7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)
 
4.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Stock-Based Compensation
 
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.
 
Recent Accounting Pronouncements
 
In June 2006, the FASB issued FASB Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes, which is an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after 15 December 2006. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.
 
In September 2006, the FASB issued SFAS No. 157, Defining Fair Value Measurement ("SFAS No. 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after 15 November 2007. The Company is currently evaluating the impact of adopting SFAS No. 157 on its financial statements.
 
In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 requires that public companies utilize a "dual-approach" to assessing the quantitative effects of financial misstatements. This dual approach includes both an income statement focused assessment and a balance sheet focused assessment. The guidance in SAB 108 must be applied to annual financial statements for fiscal years ending after 15 November 2006. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.

 
7

 
 
MONEYLOGIX INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM THE DATE OF INCEPTION
(7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)
 
4.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Recent Accounting Pronouncements (Continued)
 
In December 2006, the FASB issued FASB Staff Position Emerging Issues Task Force ("FSP EITF") 00-19-2, Accounting for Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after 15 December 2006 and interim periods within those fiscal years. The adoption of FSP 00-19-2 is not expected to have a material impact on the Company’s financial condition or results of operations.
 
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS No. 159 applies to reporting periods beginning after 15 November 2007. The adoption of SFAS No. 159 is not expected to have a material impact on the Company’s financial condition or results of operations.
 
In December 2007, the FASB issued SFAS No. 141 (R) Business Combinations. SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of the Company’s fiscal year beginning after 15 December 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.
 
5.  CAPITAL STOCK
 
On 7 December 2007, the Company issued 81,600,000 common stock to a founding shareholder for services related to the incorporation of the Company valued at $81,600.
 
On 7 December 2007, the Company issued 14,400,000 common stock to various individuals for $14,400. As of 12 March 2008 the proceeds had not been received and accordingly are classified as stock subscription receivable in the statement of stockholders' deficit .

 
8

 
 
MONEYLOGIX INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM THE DATE OF INCEPTION
(7 DECEMBER 2007) TO 12 MARCH 2008
(Expressed in United States Dollars)
 
6.   SUPPLEMENTAL CASH FLOW INFORMATION
 
During the period from inception to 12 March 2008, there were no interest or taxes paid by the Company.
 
On 7 December 2007, the Company issued 81,600 common stock to a founding shareholder for services related to the incorporation of the Company.
 
7.  INCOME TAXES
 
The Company accounts for income taxes in accordance with SFAS No. 109. SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.
 
Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.
 
The Company has income tax losses available to be applied against future years income as a result of the losses incurred since inception. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for income tax losses available for carryforward.
 
 
9

 
CORRESP 4 filename4.htm
HomeLife, Inc.
1503 South Coast Drive, Suite 204
Costa Mesa, CA 92626

April 23, 2008

VIA TELEFAX (202)772-9209
Stacie D. Gorman
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549

    Re:    
Moneylogix Group, Inc. (f/k/a Home Life, Inc.)
Amendment to Preliminary Information Statement on Schedule 14C
File No. 000-30424
Filed April 10, 2008
 
Dear Ms. Gorman:

We represent Moneylogix Group, Inc., (“Moneylogix” or the “Company”). We are in receipt of your letter dated April 21, 2008 regarding the above referenced filing and the following are our responses:

1.   
Please incorporate your most recent Form 10-K and the Form 10-Q for your most recent quarter.

Answer: We have incorporated the most recent Form 10-K and Form 10-Q for the most recent quarter.  

2.   
We note your response to comment 2; however, we are unable to locate the requested disclosure and reissue the comment. Please provide more detail regarding the sale of your existing assets to Mr. Cimerman, including the assets transferred and their deemed value, the liabilities assumed and the consideration provided.

Answer: We have updated the requested disclosure by providing the following information: (1) the value of the assets being spun-off; (2) the amount of liabilities being assumed in connection with the spin-off; and (3) any additional consideration paid for the spin-off.

Very truly yours,

HOMELIFE, INC.
 
 
By: /s/ Andrew Cimerman
    Andrew Cimerman
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