UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     (Mark  One)

     [ X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange
           Act  of  1934

     For the quarterly period ended June 30, 2001

     [   ] Transition  report  under  Section  13  or  15(d) of the Securities
           Exchange  Act  of  1934

     For the transition  period  from  _________  to  _________

     Commission  File  No.  0-28549


                                   ILIVE, INC.
                 (Name of Small Business Issuer in Its Charter)

       NEVADA                                                   95-4783826
(State or Other Jurisdiction of                               (IRS Employer
Incorporation or Organization)                            Identification Number)

                         3960 WILSHIRE BLVD., SUITE 406
                          LOS ANGELES, CALIFORNIA 90010
              (Address of Principal Executive Offices) (Zip Code)

                                 (213) 252-1090
                           (Issuer's Telephone Number)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.001
                                (Title of Class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports); and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

     Yes  [ X ]  No [  ]


     Indicate  the number of shares outstanding of each of the issuer's class of
common  stock  as  of  the  latest  practicable  date:

Title of each class of Common Stock                Outstanding as July 31, 2001
-----------------------------------                -----------------------------
 Common Stock, $0.001 par value                              21,313,147



     Transitional Small Business Disclosure Format (check one):

Yes  [  ] No [ X ]

                                     Page 1
<PAGE>


                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION


Item  1.     Financial  Statements.

     Condensed Consolidated Balance Sheets at June 30, 2001 (Unaudited).

     Condensed Consolidated Statements of Operations (Unaudited) for the three
     and six months ended June 30, 2001.

     Condensed  Consolidated  Statements of Cash Flows (Unaudited) for the six
     months ended June 30, 2001.

     Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
     at March 31, 2001.

Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
             Results of Operations.


                           PART II - OTHER INFORMATION


Item  1.     Legal  Proceedings.

Item  2.     Changes  in  Securities.

Item  3.     Defaults  Upon  Senior  Securities.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders.

Item  5.     Other  Information.

Item  6.     Exhibits  and  Reports  on  Form  8-K.


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1  -  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                          ILIVE, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheet
                                  (Unaudited)



                                                            JUNE 30,
                                                              2001
                                                          ------------
ASSETS
<S>                                                       <C>
CURRENT ASSETS

  Accounts receivable. . . . . . . . . . . . . . . . . .  $    48,000
  Other. . . . . . . . . . . . . . . . . . . . . . . . .        1,692
                                                          ------------
    TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . .       49,692

EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $28,748. .       89,191
BEAUTY PAGEANT RIGHTS. . . . . . . . . . . . . . . . . .      100,150
OTHER. . . . . . . . . . . . . . . . . . . . . . . . . .        3,400
                                                          ------------

                                                          $   242,433
                                                          ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

  Notes payable. . . . . . . . . . . . . . . . . . . . .  $   490,123
  Accounts payable . . . . . . . . . . . . . . . . . . .      806,020
  Accrued interest . . . . . . . . . . . . . . . . . . .      188,313
  Accrued interest - related party . . . . . . . . . . .      233,554
  Accrued payroll and related taxes. . . . . . . . . . .      400,816
  Other accrued expenses . . . . . . . . . . . . . . . .      315,684
                                                          ------------

    Total current liabilities. . . . . . . . . . . . . .    2,434,510
                                                          ------------

NOTE PAYABLE - STOCKHOLDER . . . . . . . . . . . . . . .      127,292
                                                          ------------

COMMITMENTS AND CONTINGENCIES. . . . . . . . . . . . . .            -

STOCKHOLDERS' DEFICIT

  Common stock,  $.001 par value; 100,000,000 shares
    authorized, 24,343,147 shares issued and outstanding       24,343
  Additional paid-in capital . . . . . . . . . . . . . .    4,866,787
  Accumulated deficit. . . . . . . . . . . . . . . . . .   (7,210,499)
                                                          ------------

    Total stockholders' deficit. . . . . . . . . . . . .   (2,319,369)
                                                          ------------


                                                          $   242,433
                                                          ============
</TABLE>

  The accompanying notes are an integral part of these financial statements

<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>



                                    THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                    ---------------------------  -------------------------
                                            2001          2000          2001          2000
                                            ----          ----          ----          ----
<S>                                   <C>           <C>           <C>           <C>
REVENUES . . . . . . . . . . . . . .  $    48,000   $         -   $    48,000   $         -

COSTS AND EXPENSES
  Cost of sales. . . . . . . . . . .        4,950             -         4,950             -
  Website development and hosting. .       26,545        27,799       146,799       160,579
  General and administrative . . . .       36,315       446,819       239,073       652,778
  Depreciation expense . . . . . . .        5,900        15,718        11,309        16,250
  Interest . . . . . . . . . . . . .       10,000        55,735        34,962        79,334
  Interest - related party . . . . .       59,420        28,133        69,372        66,233
                                      ------------  ------------  ------------  ------------

  LOSS FROM CONTINUING
  OPERATIONS . . . . . . . . . . . .      (95,130)     (574,204)     (458,465)     (975,174)
                                      ------------  ------------  ------------  ------------


  LOSS FROM DISCONTINUED
  OPERATIONS  (NO TAX EFFECT). . . .            -      (423,697)            -      (746,813)
                                      ------------  ------------  ------------  ------------


NET LOSS . . . . . . . . . . . . . .  $   (95,130)  $  (997,901)  $  (458,465)  $(1,721,987)
                                      ============  ============  ============  ============

BASIC AND DILUTED LOSS PER SHARE
  Loss from continuing operations. .  $     (0.00)  $     (0.04)  $     (0.02)  $     (0.06)
                                      ============  ============  ============  ============
  Loss from discontinued operations.  $         -   $     (0.03)  $         -   $     (0.05)
                                      ============  ============  ============  ============
  Net loss . . . . . . . . . . . . .  $     (0.00)  $     (0.07)  $     (0.02)  $     (0.11)
                                      ============  ============  ============  ============

BASIC AND DILUTED WEIGHTED AVERAGE
 NUMBER OF SHARES OUTSTANDING. . . .   22,082,598    15,313,147    21,699,999    15,230,317
                                      ============  ============  ============  ============
</TABLE>

  The accompanying notes are an integral part of these financial statements




<PAGE>
<TABLE>
<CAPTION>
                          ILIVE, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)



                                                  FOR SIX MONTHS ENDED JUNE 30,
                                                  -----------------------------
                                                        2001          2000
                                                        ----          ----
<S>                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss . . . . . . . . . . . . . . . . . . . .  $(458,465)  $(1,721,987)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
      Loss from discontinued operations . . . . . .          -       267,320
      Embedded interest . . . . . . . . . . . . . .     42,420
      Depreciation. . . . . . . . . . . . . . . . .     11,309        16,250
   Repayment of advances through performance of
   services . . . . . . . . . . . . . . . . . . . .          -        86,000
   Change in assets and liabilities:
      Accounts receivable . . . . . . . . . . . . .    (48,000)            -
      Other assets. . . . . . . . . . . . . . . . .     (5,092)       43,351
      Accrued interest. . . . . . . . . . . . . . .     19,952       152,515
      Accrued interest - related party. . . . . . .     41,545
      Accrued payroll . . . . . . . . . . . . . . .     25,000             -
      Accounts payable. . . . . . . . . . . . . . .    (17,171)         (280)
      Other accrued expenses. . . . . . . . . . . .    (12,555)      354,581
                                                     ----------  ------------

         Net cash used by operating activities. . .   (401,057)     (802,250)
                                                     ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment . . . . . . .     (9,801)     (118,066)
  Repayments from stockholder . . . . . . . . . . .          -           416
                                                     ----------  ------------

         Net cash provided  by investing activities     (9,801)     (117,650)
                                                     ----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Repayment of notes payable. . . . . . . . . . . .          -       (20,984)
  Proceeds from issuance of debt. . . . . . . . . .          -       814,048
  Advances from stockholder . . . . . . . . . . . .    275,858       250,913
  Repurchase and retirement of common stock . . . .    (25,000)            -
  Issuance of  common stock . . . . . . . . . . . .    160,000        25,000
                                                     ----------  ------------

         Net cash provided by financing activities.    410,858     1,068,977
                                                     ----------  ------------

Cash used by discontinued operations. . . . . . . .          -      (156,377)
                                                     ----------  ------------

Net decrease in cash. . . . . . . . . . . . . . . .          -        (7,300)

CASH, BEGINNING OF PERIOD . . . . . . . . . . . . .          -        26,034
                                                     ----------  ------------

CASH, END OF PERIOD . . . . . . . . . . . . . . . .  $       -   $    18,734
                                                     ==========  ============

SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

      Acquisition of license for common stock . . .  $       -   $    75,150
                                                     ==========  ============

    Conversion of debt to equity. . . . . . . . . .  $ 761,250   $         -
                                                     ==========  ============

CASH PAID FOR
  Interest. . . . . . . . . . . . . . . . . . . . .  $       -   $         -
                                                     ==========  ============
  Income taxes. . . . . . . . . . . . . . . . . . .  $       -   $         -
                                                     ==========  ============
</TABLE>

  The accompanying notes are an integral part of these financial statements




<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 2001


1.     BASIS  OF  PRESENTATION
--     -----------------------

The  accompanying  condensed  consolidated  financial  statements  include  the
accounts  of  iLive,  Inc., ("iLive"), its wholly owned subsidiaries, Society of
Economic  Assurance, Inc. ("SEA") and Asia Pacific Co., LTD ("Asia Pacific") and
Asia  Pacific's  majority  owned  subsidiary,  246  LLC,  (collectively,  the
"Company").  All  material  intercompany  transactions  and  accounts  have been
eliminated  in  consolidation.

iLive  (formerly  Powerhouse International Corporation) was incorporated in 1987
in  Nevada,  became inactive in 1996, and had no assets or liabilities at August
31, 1999. On September 7, 1999, iLive sold 10,000,000 shares of common stock for
$500,000 cash and on September 30, 1999, it acquired Asia Pacific for 690,000 of
its  common  shares  valued  at $74,609. This acquisition was accounted for as a
purchase; accordingly, the results of operations of Asia Pacific are included in
the  accompanying  consolidated  financial  statements  since  the  date  of
acquisition.

Asia Pacific, incorporated in October 1995 in Niue (a foreign country), acquired
a  controlling 64% interest in 246 LLC, a limited liability company organized in
March  1996,  to  construct  and  operate  a  full-service  restaurant,  bar and
membership  club  in  Beverly  Hills,  California.  The  restaurant,  known  as
Chasen's,  commenced operations in April 1997.  In April 2000, management closed
Chasen's  to  the  public and began operating the restaurant for private parties
only.  In July 2000, operations of the restaurant were permanently discontinued.
The  Company  wrote  off  all  its  restaurant operating assets (which consisted
primarily  of furniture, fixtures and restaurant equipment), and inventory as of
June  30,  2000.  The  restaurant  had  revenues of $684,352 for the three month
period  ended  March  31,  2000.

On  February  17,  2000  the  Company acquired 100% of the outstanding shares of
Society  of  Economic  Assurance, Inc. ("SEA"), a Nevada public shell by issuing
200,000 shares of  its common stock.  The Company elected to have SEA become the
successor issuer, pursuant to Rule 12g-3(a) of the general Rules and Regulations
of  the  Securities  and  Exchange  Commission  for reporting purposes under the
Securities  Exchange  Act  of 1934. For accounting purposes, the SEA acquisition
was  treated  as  a recapitalization. From its inception, SEA has been inactive,
has  operated  no  business,  and  held  no  assets  or  liabilities.

Management  plans  to  focus the Company as an online entertainment media entity
producing  branded  shows, music and other sponsored entertainment.  All content
will  be  viewed  in  a  combination  of  free,  pay  per view, and subscription
programming.  Each  show  will  also  utilize  the  Internet  to  facilitate the
purchasing of merchandise through e-commerce.  The Company's first event was the
Miss  Beverly  Hills  Beauty  Pageant,  held


<PAGE>

1.     BASIS  OF  PRESENTATION  (CONTINUED)
--     ------------------------------------

October 15, 2000.  Future pageants and other similar entertainment events should
generate  revenues,  not  only  from  ticket  sales,  but  also  from  corporate
sponsorship,  merchandise  sales  and  pay-per-view  internet  broadcasting.


2.     INTERIM  PERIODS
--     ----------------

The  accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions of Form 10-QSB and do not include all of the
information  required  by  generally accepted accounting principles for complete
financial  statements. In the opinion of the Company's management, all necessary
adjustments (consisting of normal recurring adjustments) for a fair presentation
have  been  included.  Operating results for the three and six months ended June
30,  2001,  are  not  necessarily  indicative  of results for any future period.
These  statements  should be read in conjunction with the consolidated financial
statements  and  notes  thereto for the year ended December 31, 2000 included in
the  Company's  Form  10-KSB.


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL  OVERVIEW

iLive,  Inc.  ("iLive" or the "Company") is a broadband streaming media company.
iLive  assists companies in the development of online entertainment and content.
In  addition,  the  Company  produces  online  pay-per-view  content for its own
customers.  Currently,  iLive has produced in excess of 250 episodes viewable on
the  Internet.  In  doing  so,  the  Company  has  developed expertise in online
editing  and encoding.  iLive's experience also provides it with  the ability to
help  companies  develop  video  coverage  of their products and services on the
Internet.  iLive  has a crew of trained professionals that are able to go out on
location  to  shoot and produce video content.  The content is then brought back
to  the  Company's  office  in  Los  Angeles,  where it is digitally edited then
encoded  and  posted  on  the  Internet  for  viewing.

iLive  is  currently  developing  a  business  to consumer model that focuses on
online  entertainment.  ilive  produces  a  wide  array  of shows from Celebrity
homes,  behind  the  scenes  episodes,  how  to instructional videos and classic
television  episodes.  The Company will also assist others in distributing their
unique  content  via  the  iLive  Peer-to-Peer  marketing  pay-per-view  model.

RESULTS  OF  OPERATIONS  FOR  THE  COMPANY

THREE  MONTHS  ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000.

REVENUES:  Revenues  totaled $48,000 for the three months ended June 30, 2001 as
compared  to  no  revenue  for the three months ended June 30, 2000.  During the
period  ended  June  30,  2001  the  Company  successfully  launched  its
business-to-business  services  division providing filming, editing and encoding
solutions  for  third  parties.

COST OF SALES:  Cost of Sales totaled $4,950 for the three months ended June 30,
2001  and  were  comprised  solely  of  direct labor costs.  The Company did not
generate  revenue for the three months ended June 30, 2000 and therefore did not
incur  a  cost  of  sales.  As  a percentage of total revenue, cost of sales was
10.3%  for  the  period ended June 30, 2001 resulting in gross margins of 89.7%.
The  cost  of  sales  will  vary  significantly  from project to project but the
Company  aims to consistently challenge and keep the cost of sales to a minimum.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  Administrative  expenses
totaled  $36,315  (75.6%  of revenues) and $446,819 for the three months periods
ended June 30, 2001 and June 30, 2000 respectively.  G&A expenses for the period
ended  June  30,  2001  were  comprised of  $13, 249 (36%) in legal fees, $4,325
(12%)  in accounting fees and $15,000 (41%) of executive salaries.  G&A expenses
for  the  three  months  ended June 30, 2000 were comprised of $285,095 (64%) in
consulting  expenses,  $43,889  (9.8%) for legal and $49,175 (11%) in accounting
fees.  The  large decrease in consulting was due to the downsizing of operations
as  the Company continues to refine its focus to work exclusively as an Internet
Company.  The  resulting  decrease  in  legal  and  accounting  expenses  can be
attributed  to  the  increased costs incurred in the period ended  June 30, 2000
related  to  the  divesture  of  the  Company's  restaurant  operations.

<PAGE>

SIX  MONTHS  ENDED  JUNE  30,  2001  COMPARED TO SIX MONTHS ENDED JUNE 30, 2000.

REVENUES:  Revenues totaled $48,000 for the six months ended June 30, 2001 while
the  Company  had no revenue for the six months ended June 30, 2000.  During the
period  ended  June  30,  2001  the  Company  successfully  launched  its
business-to-business  services  division  as  previously  discussed.
COST  OF  SALES:  Cost of Sales totaled $4,950 for the six months ended June 30,
2001  and  were  comprised  solely  of  direct labor costs.  The Company did not
generate  revenue  for  the six months ended June 30, 2000 and therefore did not
incur  a  cost  of  sales.  As  a percentage of total revenue, cost of sales was
10.3%  for  the  period ended June 30, 2001 resulting in gross margins of 89.7%.
The  cost  of  sales  will  vary  significantly  from project to project but the
Company  aims to consistently challenge and keep the cost of sales to a minimum.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  Administrative  expenses
totaled  $239,073 and $652,778 for the six month periods ended June 30, 2001 and
June  30,  2000  respectively.  G&A  expenses for the period ended June 30, 2001
were  comprised  of  $27,289  (11%)  in legal fees, $18,300 (7.6%) in accounting
fees,  $141,898  (59%)  in  consulting  fees  and  $30,000  (12.5%) of executive
salaries.  G&A expenses for the six months ended June 30, 2000 were comprised of
$291,557  (45%)  in  consulting  expenses,  $55,586 (8.5%) for legal and $68,725
(10.5%)  in  accounting  fees.  The  large decrease in consulting was due to the
downsizing  of  operations  as the Company continues to refine its focus to work
exclusively  as  an  Internet  Company.  The  resulting  decrease  in  legal and
accounting  expenses  can  be  attributed to the increased costs incurred in the
period ended  June 30, 2000 related to the divesture of the Company's restaurant
operations.


ASSETS  AND  LIABILITIES:  Assets  decreased  from $281,316 for the period ended
June  30,  2000  to  $242,433 for the period ended June 30, 2001.  The resulting
decrease  in assets was a result of discontinued operations and the depreciation
of  equipment.  Liabilities  decreased from $3,835,672 for the period ended June
30,  2000  to  $2,434,510  for  the  period  ended June 30, 2001.  The resulting
decrease  in  total  liabilities  can  be attributed to the conversion of a note
payable  from  Street  Capital,  Inc.  to  equity.

LIQUIDITY  AND  CAPITAL  RESOURCES:  On  October  1,  2000  the Company issued a
convertible  note  of  up  to  $1,500,000  pursuant to the terms of the note the
Company  is  required  to  repay  the  Principal  amount  of $1,500,000 with 12%
interest  on or before March 7, 2002.  The note is convertible at any time given
15days  notice at the holders election into a maximum of 6,000,000 shares of the
Company's  common stock at $0.25 per share.  As of June 30, 2001 the Company has
borrowed  $978,542  against  the  note.

CAPITAL  EXPENDITURES:  The  Company  expended $26,545 in the three months ended
June  30,  2001  to  further  develop  the  Company's  website.


<PAGE>

                           PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company is not currently involved in any such litigation which it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

ITEM  2  -  CHANGES  IN  SECURITIES

None

Item  3  -  Defaults  Upon  Senior  Securities

None

Item  4  -  Submission  of  Matters  to  a  vote  of  Security  Holders

None

Item  5  -  Other  Information

None

Item  6  -  Exhibits

(A)     EXHIBITS

     None

(B)     REPORTS ON FORM 8-K

     None

<PAGE>
                                   SIGNATURES

In accordance with 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, thereunto duly authorized.




                                   ILIVE, INC.

                                   By /s/ Scott Hendricks
                                   ----------------------------------
                                   Scott Hendricks
                                   President, CEO & CFO


Dated: August 14, 2001


<PAGE>