<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
</FONT><B><FONT FACE="Arial (W1)" SIZE=5><P ALIGN="CENTER"><BR>
Form S-8</P>
</FONT><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
</FONT><FONT FACE="Arial (W1)" SIZE=5><P ALIGN="CENTER"><BR>
Most Home Corp. </B></FONT><FONT FACE="Arial (W1)" SIZE=2><BR>
(Exact name of registrant as specified in its charter)</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=576>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER"><BR>
Nevada</B> <BR>
(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER"><BR>
98-0173359</B><BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">11491 Kingston Street, Suite 100<BR>
<U>Maple Ridge, British Columbia, Canada V2X 0Y6<BR>
</U>(Address of Registrant's principal executive offices, including Zip Code)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">2000 Incentive Stock Option Plan, as amended<BR>
Non-Qualified Stock Option Plan, as amended<BR>
2000 Stock Bonus Plan <BR>
2004 Stock Bonus Plan, as amended</B><BR>
(Full title of the plan)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Kenneth Galpin<BR>
11491 Kingston Street, Suite 100, Maple Ridge<BR>
British Columbia, Canada V2X 0Y6<BR>
<U>(604) 460-7631</U><BR>
(Name, address and telephone number, of agent for service)</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<I><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Copies of all communications to:<BR>
</I>David Smalley<BR>
Fraser and Company <BR>
 999 West Hastings Street, Suite 1200<BR>
Vancouver, British Columbia  V6C 2W2 <BR>
<U>(604) 669-5244 </U></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT FACE="Arial (W1)" SIZE=2><STRONG><P ALIGN="CENTER">Calculation Of Registration Fee</P></FONT></STRONG>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=643>
<TR><TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Title of securities to be registered</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Amount to be registered </B><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Proposed maximum offering price per share </B><SUP>(2)</SUP></FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Proposed maximum aggregate offering price</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Amount of registration fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Common Stock Issuable Pursuant to 2000 Incentive Stock Option Plan (as amended and restated on April 26, 2004)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">1,000,000</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$0.855</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$855,000</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">$108.33 </FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">1</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=643>
<TR><TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Title of securities to be registered</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Amount to be registered </B><SUP>(1)</SUP></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Proposed maximum offering price per share </B><SUP>(2)</SUP></FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Proposed maximum aggregate offering price</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Amount of registration fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Common Stock Issuable Pursuant to 2004 Stock Bonus Plan (as amended on November 9, 2004)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">2,000,000</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$0.855</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$</FONT><FONT FACE="Arial" SIZE=2> 1,710</FONT><FONT FACE="Arial (W1)" SIZE=2>,000</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">$216.66</FONT></TD>
</TR>
</TABLE>
</CENTER></P>
<DIR>
<DIR>

<FONT FACE="Arial (W1)" SIZE=2><P>(1)&#9;This Registration Statement shall also cover any additional shares of common stock, presently undeterminable, as may become issuable under the 2000 Incentive Stock Option Plan (as amended and restated on April 26, 2004) and the 2004 Stock Bonus Plan (as amended on November 9, 2004) (collectively, the &quot;Plans&quot;) in the event of any stock dividends, stock splits, recapitalizations or other similar transactions effected without the Registrant's receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's common stock.  The shares subject to this Registration Statement reflect the shares issuable pursuant to the 2000 Incentive Stock Option Plan, as amended, and the 2004 Stock Bonus Plan, as amended, all of which may be reoffered in accordance with the provisions of Form S-8.</P>
<P>(2)&#9;Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of registration fee, based upon the average of the bid and asked price reported on November 24, 2004, as reported on the NASD OTC Bulletin Board.</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P></DIR>
</DIR>

</B><P ALIGN="CENTER">2</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS </P>
<P ALIGN="JUSTIFY">Item 1.  Plan Information</P>
</B><P ALIGN="JUSTIFY">We will send or make available the documents containing the information specified in Part I of Form S-8 to individuals who participate in our Plans.  Copies of the 2000 Incentive Stock Option Plan, as amended, Non-Qualified Stock Option Plan, amended, 2000 Stock Bonus Plan, as amended, and 2004 Stock Bonus Plan, as amended, are attached respectively as exhibits 10.1, 10.2, 10.3 and 10.4 to this Form S-8.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">Item 2.  Registrant Information and Employee Plan Annual Information</P>
</B><P ALIGN="JUSTIFY">We will provide, without charge, to each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus). Requests should be directed to Ken Galpin, President, Most Home Corp., 11491 Kingston Street, Suite 100, Maple Ridge, British Columbia, Canada V2X 0Y6.  Our telephone number is (604) 460-7631.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">3</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">PART II <BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item 3. Incorporation of Documents by Reference.</P>
</B><P ALIGN="JUSTIFY">The following documents are hereby incorporated by reference into this registration statement: </P>
<P ALIGN="JUSTIFY">(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 2004. </P>
<P ALIGN="JUSTIFY">(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), since the end of the fiscal year covered by the Annual Report on Form 10-KSB referred to in paragraph (a) above. </P>
<P ALIGN="JUSTIFY">(c) The description of the Company common stock, which is contained in a registration statement filed on Form SB-2, Commission file number 333-68098.</P>
<P ALIGN="JUSTIFY">In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">Item 4. Description of Securities.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P>Item 5. Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Item 6. Indemnification of Directors and Officers.</P>
</B><P ALIGN="JUSTIFY">Section 78.7502 of the Nevada Revised Statutes authorizes Nevada corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director.  Section 78.7502 provides as follows:</P>
<P ALIGN="JUSTIFY">Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.</P>
<P ALIGN="JUSTIFY">1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if </P>
<P ALIGN="CENTER">4</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
<P ALIGN="JUSTIFY">he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.</P>
<P ALIGN="JUSTIFY">2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P ALIGN="JUSTIFY">3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.</P>
<P ALIGN="JUSTIFY">The foregoing indemnification provisions are broad enough to encompass certain liabilities of directors and officers of Company under the Securities and Exchange Act of 1933.</P>
<P ALIGN="JUSTIFY">The Company's bylaws authorized the indemnification of officers and directors of the Company to the full extent available under the Nevada Revised Statutes.  </P>
<P ALIGN="JUSTIFY">INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">Item 7. Exemption from Registration Claimed.</P>
</B><P ALIGN="JUSTIFY">Most Home issued shares of its common stock pursuant to the Company's 2004 Stock Bonus Plan, as amended, to:</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=630>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<U><FONT FACE="Arial (W1)" SIZE=2><P>Name</U></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<U><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Shares</U></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<U><FONT FACE="Arial (W1)" SIZE=2><P>Consideration</U></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<U><FONT FACE="Arial (W1)" SIZE=2><P>Date Issued</U></FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Stanley C. Penny</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">25,000</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Services rendered</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">August 2004</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Pamela Mackie</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">50,000</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Services rendered</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">August 2004</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Randall Letcavage</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">100,000</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Services rendered</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">November 2004</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Rosemary Nguyen</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">100,000</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">Services rendered</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">November 2004</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">5</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
<P ALIGN="JUSTIFY">Most Home granted options pursuant to its 2000 Incentive Stock Option Plan, as amended, to:</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=654>
<TR><TD WIDTH="7%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<U><FONT FACE="Arial (W1)" SIZE=2><P>Name</U></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Shares <BR>
Issuable Upon <U><BR>
Exercise of Options</U></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Option <BR>
<U>Exercise Price</U></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Date Options <U><BR>
Granted</U></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Expiration Date <U><BR>
of Options</U></FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>David Woodcock</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$0.60</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2004</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2007</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>George Shahnazarian </FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$0.60</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2004</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2007</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Glenn Davies</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">300,000</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$0.60</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2004</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2007</FONT></TD>
</TR>
<TR><TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Joy Tan</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">100,000</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">$0.60</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2004</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Nov. 16, 2007</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">The shares issued and options granted to the foregoing persons were not registered under the Securities Act of 1933 but were sold in reliance upon the exemption provided by Section 4(2) of the Act. The shares of common stock were acquired for investment purposes only and without a view to distribution. The certificate representing the shares of common stock bears a legend stating that the shares may not 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 are &quot;restricted&quot; securities as defined in Rule 144 of the Securities and Exchange Commission.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P>Item 8. Exhibits.</P>
</B></FONT><FONT FACE="Arial" SIZE=2><P>The Exhibits to this registration statement are listed in the Index to Exhibits which immediately follows the signature pages hereto.</P>
</FONT><FONT FACE="Arial (W1)" SIZE=2><P>&nbsp;</P>
<B><P>Item 9. Undertakings.</P>
</B><P ALIGN="JUSTIFY">The undersigned registrant hereby undertakes:</P>
<P ALIGN="JUSTIFY">(1)&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P><DIR>

<P ALIGN="JUSTIFY">To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.</P></DIR>

<P ALIGN="JUSTIFY">(2)&nbsp;&nbsp;That, for the purpose of determining any liability pursuant to 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 offered at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY">(3)&nbsp;&nbsp;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.</P>
<P ALIGN="JUSTIFY">The Company hereby undertakes that, for purposes of determining any liability pursuant to the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be </P>
<P ALIGN="CENTER">6</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
<P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising pursuant to the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">Power of Attorney</P>
</B><P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Kenneth Galpin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="CENTER">Signatures</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Vancouver, Province of British Columbia, on November 22, 2004.</P>
<B></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=432>
<TR><TD VALIGN="TOP">
<B><FONT FACE="Arial (W1)" SIZE=2><P>MOST HOME CORP.</B></FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
By:&nbsp;&nbsp;&nbsp;<U>/s/&nbsp;&nbsp;Kenneth Galpin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kenneth Galpin, President</FONT></TD>
</TR>
<TR><TD VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
By:&nbsp;&nbsp;&nbsp;<U>/s/&nbsp;&nbsp;Scott Munro&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Scott Munro, Treasurer and Principal Financial Officer</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="JUSTIFY"><BR>
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="38%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><P>Signatures</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><P>Title</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><P>Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
<U>/s/ &nbsp;Kenneth Galpin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>Kenneth Galpin</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
President and Director</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
November 22, 2004</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">7</P>
<P><HR ALIGN="RIGHT" SIZE=0></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="38%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><P>Signatures</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><P>Title</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<B><FONT FACE="Arial" SIZE=2><P>Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
<U>/s/ Scott Munro&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>Scott Munro</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
Treasurer and Principal Financial Officer</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
November 22, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
<U>/s/&nbsp;David Woodcock&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>David Woodcock</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
Chairman of the Board</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
November 22, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
<U>/s/ Glenn Davies&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>Glenn Davies</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
Director</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
November 23, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
<U>/s/&nbsp;Ken Landis&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>Ken Landis</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
Director</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
November 22, 2004</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
<U>/s/ Joy Tan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</U>Joy Tan</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P><BR>
Director</FONT></TD>
<TD WIDTH="31%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><P><BR>
November 22, 2004</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial (W1)" SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
</FONT><B><FONT FACE="Arial" SIZE=2><P>Index to Exhibits</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=614>
<TR><TD WIDTH="16%" VALIGN="TOP">
<B><FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">Exhibit No.</B></FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<B><FONT FACE="Arial (W1)" SIZE=2><P>Description of Exhibit</B></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Opinion of Counsel regarding legality</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>2000 Incentive Stock Option Plan, as amended </FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Non-Qualified Stock Option Plan, as amended </FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">10.3</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>2000 Stock Bonus Plan</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">10.4</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>2004 Stock Bonus Plan, as amended</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Consent of Counsel (included in Exhibit 5.1) </FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Consent of Independent Public Accountant</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">24</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Power of Attorney (contained within signature page)</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P ALIGN="CENTER">99.1</FONT></TD>
<TD WIDTH="84%" VALIGN="TOP">
<FONT FACE="Arial (W1)" SIZE=2><P>Prospectus</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Arial (W1)" SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">8</P>
<P><HR ALIGN="RIGHT" SIZE=0></P>
</FONT></BODY>
</HTML>
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{"company-data": {"conformed-name": "MOST HOME CORP", "cik": "0001047965", "assigned-sic": "6531", "irs-number": "980173359", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120806", "film-number": "041169421"}, "business-address": {"street1": "11491 KINGSTON STREET, SUITE 100", "street2": ".", "city": "MAPLE RIDGE", "state": "A1", "zip": "V2X 0Y6", "phone": "604-460-7634"}, "mail-address": {"street1": "11491 KINGSTON STREET, SUITE 100", "street2": ".", "city": "MAPLE RIDGE", "state": "A1", "zip": "V2X 0Y6"}, "former-company": [{"former-conformed-name": "MARKETU INC", "date-changed": "20000814"}, {"former-conformed-name": "NORTH AMERICAN RESORT & GOLF INC", "date-changed": "20000120"}]}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Most Home Corp.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0173359
(I.R.S. Employer Identification No.)
11491 Kingston Street, Suite 100
Maple Ridge, British Columbia, Canada V2X 0Y6
(Address of Registrant's principal executive offices, including Zip Code)
2000 Incentive Stock Option Plan, as amended
Non-Qualified Stock Option Plan, as amended
2000 Stock Bonus Plan
2004 Stock Bonus Plan, as amended
(Full title of the plan)
Kenneth Galpin
11491 Kingston Street, Suite 100, Maple Ridge
British Columbia, Canada V2X 0Y6
(604) 460-7631
(Name, address and telephone number, of agent for service)
Copies of all communications to:
David Smalley
Fraser and Company
999 West Hastings Street, Suite 1200
Vancouver, British Columbia  V6C 2W2
(604) 669-5244
Calculation Of Registration Fee
Title of securities to be registered
Amount to be registered
(1)
Proposed maximum offering price per share
(2)
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock Issuable Pursuant to 2000 Incentive Stock Option Plan (as amended and restated on April 26, 2004)
1,000,000
$0.855
$855,000
$108.33
1
Title of securities to be registered
Amount to be registered
(1)
Proposed maximum offering price per share
(2)
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock Issuable Pursuant to 2004 Stock Bonus Plan (as amended on November 9, 2004)
2,000,000
$0.855
$
1,710
,000
$216.66
(1)	This Registration Statement shall also cover any additional shares of common stock, presently undeterminable, as may become issuable under the 2000 Incentive Stock Option Plan (as amended and restated on April 26, 2004) and the 2004 Stock Bonus Plan (as amended on November 9, 2004) (collectively, the "Plans") in the event of any stock dividends, stock splits, recapitalizations or other similar transactions effected without the Registrant's receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's common stock.  The shares subject to this Registration Statement reflect the shares issuable pursuant to the 2000 Incentive Stock Option Plan, as amended, and the 2004 Stock Bonus Plan, as amended, all of which may be reoffered in accordance with the provisions of Form S-8.
(2)	Estimated pursuant to Rule 457(c) solely for purposes of calculating amount of registration fee, based upon the average of the bid and asked price reported on November 24, 2004, as reported on the NASD OTC Bulletin Board.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.  Plan Information
We will send or make available the documents containing the information specified in Part I of Form S-8 to individuals who participate in our Plans.  Copies of the 2000 Incentive Stock Option Plan, as amended, Non-Qualified Stock Option Plan, amended, 2000 Stock Bonus Plan, as amended, and 2004 Stock Bonus Plan, as amended, are attached respectively as exhibits 10.1, 10.2, 10.3 and 10.4 to this Form S-8.
Item 2.  Registrant Information and Employee Plan Annual Information
We will provide, without charge, to each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus). Requests should be directed to Ken Galpin, President, Most Home Corp., 11491 Kingston Street, Suite 100, Maple Ridge, British Columbia, Canada V2X 0Y6.  Our telephone number is (604) 460-7631.
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this registration statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 2004.
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-KSB referred to in paragraph (a) above.
(c) The description of the Company common stock, which is contained in a registration statement filed on Form SB-2, Commission file number 333-68098.
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded 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.
Section 78.7502 of the Nevada Revised Statutes authorizes Nevada corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director.  Section 78.7502 provides as follows:
Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if
4
he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
The foregoing indemnification provisions are broad enough to encompass certain liabilities of directors and officers of Company under the Securities and Exchange Act of 1933.
The Company's bylaws authorized the indemnification of officers and directors of the Company to the full extent available under the Nevada Revised Statutes.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Most Home issued shares of its common stock pursuant to the Company's 2004 Stock Bonus Plan, as amended, to:
Name
Shares
Consideration
Date Issued
Stanley C. Penny
25,000
Services rendered
August 2004
Pamela Mackie
50,000
Services rendered
August 2004
Randall Letcavage
100,000
Services rendered
November 2004
Rosemary Nguyen
100,000
Services rendered
November 2004
5
Most Home granted options pursuant to its 2000 Incentive Stock Option Plan, as amended, to:
Name
Shares
Issuable Upon
Exercise of Options
Option
Exercise Price
Date Options
Granted
Expiration Date
of Options
David Woodcock
300,000
$0.60
Nov. 16, 2004
Nov. 16, 2007
George Shahnazarian
300,000
$0.60
Nov. 16, 2004
Nov. 16, 2007
Glenn Davies
300,000
$0.60
Nov. 16, 2004
Nov. 16, 2007
Joy Tan
100,000
$0.60
Nov. 16, 2004
Nov. 16, 2007
The shares issued and options granted to the foregoing persons were not registered under the Securities Act of 1933 but were sold in reliance upon the exemption provided by Section 4(2) of the Act. The shares of common stock were acquired for investment purposes only and without a view to distribution. The certificate representing the shares of common stock bears a legend stating that the shares may not 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 are "restricted" securities as defined in Rule 144 of the Securities and Exchange Commission.
Item 8. Exhibits.
The Exhibits to this registration statement are listed in the Index to Exhibits which immediately follows the signature pages hereto.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or 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 this Registration Statement or any material change to such information in this Registration Statement.
(2)  That, for the purpose of determining any liability pursuant to 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 offered at that time shall be deemed to be the initial bona fide offering thereof.
(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 Company hereby undertakes that, for purposes of determining any liability pursuant to the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be
6
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.
Insofar as indemnification for liabilities arising pursuant to the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Kenneth Galpin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by virtue hereof.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Vancouver, Province of British Columbia, on November 22, 2004.
MOST HOME CORP.
By:
/s/  Kenneth Galpin
Kenneth Galpin, President
By:
/s/  Scott Munro
Scott Munro, Treasurer and Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signatures
Title
Date
/s/  Kenneth Galpin
Kenneth Galpin
President and Director
November 22, 2004
7
Signatures
Title
Date
/s/ Scott Munro
Scott Munro
Treasurer and Principal Financial Officer
November 22, 2004
/s/ David Woodcock
David Woodcock
Chairman of the Board
November 22, 2004
/s/ Glenn Davies
Glenn Davies
Director
November 23, 2004
/s/ Ken Landis
Ken Landis
Director
November 22, 2004
/s/ Joy Tan
Joy Tan
Director
November 22, 2004
Index to Exhibits
Exhibit No.
Description of Exhibit
5.1
Opinion of Counsel regarding legality
10.1
2000 Incentive Stock Option Plan, as amended
10.2
Non-Qualified Stock Option Plan, as amended
10.3
2000 Stock Bonus Plan
10.4
2004 Stock Bonus Plan, as amended
23.1
Consent of Counsel (included in Exhibit 5.1)
23.2
Consent of Independent Public Accountant
24
Power of Attorney (contained within signature page)
99.1
Prospectus
8