UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~April~~May 131, 2010

HOME SYSTEM GROUP

(Exact name of registrant as specified in its charter)

Nevada	000-49770	43-1954776
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Oceanic Industry Park

Sha Gang Highway, Gang Kou Town, Zhongshan City

Guangdong Province, P.R. China

(Address of principal executive offices)

347-624-5699

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On ~~April~~May 131, 2010, Home System Group (the “Company”) ~~entered~~through ~~into~~its ~~Note~~wholly-owned ~~Conversion Agreements (each~~subsidiary, aZhongshan ~~“Conversion~~City ~~Agreement”~~Weihe ~~and~~Appliances ~~together~~Co., ~~the~~Ltd. (“~~Conversion Agreements~~Weihe”), ~~with~~a ~~Total~~company ~~Shine~~organized ~~Group~~under ~~Limited,~~the ~~Victory~~laws ~~High~~of ~~Investments~~the ~~Limited,~~People’s ~~Think~~Republic ~~Big~~of ~~Trading~~China ~~Limited~~(“PRC”), ~~and~~entered ~~Simple~~into ~~Hong~~an ~~Kong~~Equity ~~Investment~~Ownership ~~and~~Transfer ~~Management~~Agreement (~~each,~~the an “~~Investor~~Acquisition Agreement”) ~~and~~with ~~together~~Zhongshan Sanfan Electrical Appliance Co., ~~the~~Ltd. (“~~Investors~~Sanfan”)~~. The~~ ~~Conversion~~and ~~Agreements~~all ~~provide~~the ~~that~~shareholders ~~certain~~of ~~non-interesting~~Sanfan ~~bearing~~(the ~~promissory~~“Sellers”), ~~notes~~pursuant into ~~favor~~which of the ~~Investors~~Company ashas ~~set~~agreed ~~forth~~to inacquire ~~detail~~and ~~below~~Sellers behave ~~converted~~agreed ~~into~~to ~~Company’s~~sell ~~common~~90% ~~stock~~of atthe aSellers’ ~~conversion~~equity ~~rate~~interest ofin $3Sanfan.~~50 per share:~~

Note Holder	Principal Amount	Maturity Date	Conversion Rate	Number of Shares to be Issued
Total Shine Group Limited	$1,600,000	June 30, 2010	$3.50	457,142
Victory High Investments Limited	$2,000,000	June 30, 2010	$3.50	571,428
Think Big Trading Limited	$2,900,000	June 30, 2010	$3.50	828,571
Simple Hong Kong Investment and Management	$ 600,000	June 30, 2010	$3.50	171,428
Simple Hong Kong Investment and Management	$ 711,291	June 30, 2010	$3.50	203,226
Simple Hong Kong Investment and Management	$1,515,600	June 30, 2010	$3.50	433,028
Simple Hong Kong Investment and Management	$1,126,571	June 30, 2010	$3.50	321,877

Pursuant to the terms of the Acquisition Agreement, Weihe will acquire for cash consideration of approximately $12,000,000, 90% of all outstanding equity interest in Sanfan.

AsThe ~~disclosed~~total onconsideration ~~the~~for ~~Current Report on Form 8-K by~~ the ~~Company~~acquisition ~~filed on September 23, 2008, Mr. Liming Jiao and Mr. Xiaohong Chen (the “Asia Forever Former Shareholders”) are the parties to that certain Stock Purchase Agreement dated as~~ of ~~September~~Sanfan 23, 2008 (the “Purchase Agreement”), pursuant to which the Company agreed to acquire 100% of the ownership interests in Asia Forever Investment Limited from the Asia Forever Former Shareholders for $39,473,684.21 (RMB 270,000,000) (the “Purchase Price”). Pursuant to the Purchase Agreement, the obligation to pay the Purchase Price is ~~evidenced by non-interest-bearing, unsecured promissory notes (the “Notes”) delivered by the Company~~ to ~~each~~be ofpaid ~~the Asia Forever Former Shareholders. On December 18, 2009, the Company executed an amendment~~ to the ~~Notes~~Sellers (the “Amended Note”) to defer the final installment of the payment of the Purchase Price due on June 30, 2010 under the Notes. As of April 1, 2010, the Company still owes the Asia Forever Former Shareholders the final installment of the Purchase Price in ~~the~~five ~~total~~payments ~~amount~~as ~~of $9,868,421 (RMB 67,500,000).~~follows:

On April 1, 2010, the Company entered into Note Conversion Agreements with Asia Forever Former Shareholders. The Note Conversion Agreements provides that $7,089,312 of the Final Installment be converted into Company’s common stock at a conversion rate of $3.50 per share.

	·	$600,000 within 15 business days of the full execution of the Acquisition Agreement.
	·	$1,800,000 within 15 business days of the completion of the registration of the transfer of 90% of the outstanding equity interest in Sanfan to Weihe with the applicable regulatory government departments in the People’s Republic of China.

~~Copies~~· of$2,400,000 ~~the~~within ~~Note~~15 ~~Conversion~~business ~~Agreements~~days ~~described~~of ~~above~~the ~~are~~satisfactory ~~filed~~completion asof ~~Exhibits~~the ~~10.1~~March 31, ~~10.2.~~2010 ~~10.3,~~financial ~~10.4~~audit and ~~10.5,~~the ~~respectively,~~final ~~and~~determination of the ~~above~~consideration ~~summary~~for the acquisition of Sanfan. · $3,600,000 upon the ~~agreements~~completion ~~are~~of ~~qualified~~the inaudit ~~their~~of ~~entirety~~Sanfan’s byfinancial ~~reference~~statements tofor ~~such~~the ~~Note~~fiscal ~~Conversion~~year ~~Agreements~~2010. · $3,600,000 ~~which~~by ~~are~~December ~~incorporated~~31, ~~herein~~2011.

~~Item~~In ~~1.02~~the ~~Termination~~event the audit results of athe ~~Material~~financial ~~Definitive~~statements ~~Agreement~~of Sanfan shows that its actual net income for the twelve months ended March 31, 2010 is less than $2,250,000, the cash consideration for the acquisition of Sanfan to be paid by Weihe shall be adjusted proportionally.

~~The~~A ~~disclosure~~copy ~~provided~~of inabstract ~~Item~~of ~~1.01~~Acquisition ofAgreement is filed as an exhibit to this Current Report on Form 8-K. The issummary ~~hereby~~of ~~incorporated~~the Acquisition Agreement set forth above is qualified by reference ~~into~~to ~~this~~such ~~Item 1~~exhibit.~~02.~~

Item 28.0301 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

~~The~~On ~~disclosure~~June ~~provided~~4, in2010, ~~Item~~the 1Company issued a press release announcing the entry into the Acquisition Agreement.01 A copy of ~~this~~the ~~Form~~press ~~8-K~~release is ~~hereby~~attached ~~incorporated~~hereto byas ~~reference~~Exhibit ~~into~~99.1 ~~this~~and ~~Item~~is 2incorporated herein by reference.~~03.~~

The information contained herein and in the accompanying exhibits is being furnished pursuant to “Item 38.0201 ~~Unregistered~~Other ~~Sales~~Events.” The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any of ~~Equity~~our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.

Pursuant to the Note Conversion Agreements, the Company converted the notes into its common stock at a rate of $3.50 per share. An aggregated 5,012,217 shares of Company’s common stock will be issued to the Investors and Asia Forever Former Shareholders. The foregoing issuances will be made in reliance upon an exemption from registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act for offers and sales of securities that do not involve a public offering. This offering is not registered under the Securities Act and accordingly the shares may not be offered or sold in the Untied States absent registration or an applicable exemption from registration requirements of the Securities Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		~~Note~~Form ~~Conversion~~of ~~Agreement~~Equity ~~between~~Ownership ~~Home~~Transfer ~~System Group and Total Shine Group Limited dated April 1, 2010.~~Agreement
10.2		Note Conversion Agreement between Home System Group and Victory High Investments Limited dated April 1, 2010.
99.1		Press Release of Home System Group, June 4, 2010
10.3		Note Conversion Agreement between Home System Group and Think Big Trading Limited dated April 1, 2010.
10.4		Note Conversion Agreement between Home System Group and Simple Hong Kong Investment and Management dated April 1, 2010.
10.5		Note Conversion Agreement among Home System Group, Liming Jiao and Xiaohong Chen dated April 1, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOME SYSTEM GROUP
Date: April 1, 2010	By:	/s/ Yu Lei
Date: June 4, 2010	By:	/s/ Yu Lei
		Yu Lei Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		~~Note~~Form ~~Conversion~~of ~~Agreement~~Equity ~~between~~Ownership ~~Home~~Transfer ~~System Group and Total Shine Group Limited dated April 1, 2010.~~Agreement
10.2		Note Conversion Agreement between Home System Group and Victory High Investments Limited dated April 1, 2010.
99.1		Press Release of Home System Group, June 4, 2010
10.3		Note Conversion Agreement between Home System Group and Think Big Trading Limited dated April 1, 2010.
10.4		Note Conversion Agreement between Home System Group and Simple Hong Kong Investment and Management dated April 1, 2010.
10.5		Note Conversion Agreement among Home System Group, Liming Jiao and Xiaohong Chen dated April 1, 2010.

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