<PAGE>

            As Filed with the Securities and Exchange Commission on May 14, 2002

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE PERIOD ENDED MARCH 31, 2002

                           COMMISSION FILE NO. 0-27121

                             -----------------------


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

               NEVADA                                          95-4783826
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)

                         3960 WILSHIRE BLVD., SUITE 406
                    (Address of Principal Executive Offices)

                                 (949) 660-0099
                           (Issuer's Telephone Number)

                                 (949) 756-0856
                           (Issuer's Facsimile Number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 classes of
common stock at the latest practicable date.

As of May 14, 2002, the registrant had 34,058,147 shares of common stock, $.001
par value, issued and outstanding.

Transitional small business disclosure format (check one): Yes [ ]  No [X]

================================================================================

<PAGE>

PART I

ITEM 1. FINANCIAL STATEMENTS

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

                                                                      MARCH 31,
                                                                        2002
                                                                    ------------
                                     ASSETS

CURRENT ASSETS
  Cash                                                              $    25,040
  Accounts receivable                                                    58,034
  Prepaid expenses                                                      231,100
                                                                    ------------

   Total current assets                                                 314,174

EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $61,387                   101,310
WEB CONTENT                                                             605,000
BEAUTY PAGEANT RIGHTS                                                   100,150
OTHER                                                                    52,469
                                                                    ------------

                                                                    $ 1,173,103
                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Note payable                                                      $   100,000
  Notes payable - stockholder                                           197,204
  Accounts payable                                                      105,671
  Accrued interest, including $261,556 to related party                 279,056
  Accrued payroll                                                        37,464
                                                                    ------------

    Total current liabilities                                           719,395

CONVERTIBLE DEBT                                                        300,000
                                                                    ------------
    Total  liabilities                                                1,019,395
                                                                    ------------

COMMITMENTS AND CONTINGENCIES                                                --

STOCKHOLDERS' EQUITY

  Common stock,  $.001 par value; 100,000,000 shares
    authorized, 34,058,147 shares issued and outstanding                 34,058
  Additional paid-in capital                                          6,804,072
  Unamortized beneficial conversion feature of convertible debt         (66,679)
  Accumulated deficit                                                (6,617,743)
                                                                    ------------

    Total stockholders' equity                                          153,708
                                                                    ------------

                                                                    $ 1,173,103
                                                                    ============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       2
<PAGE>

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


                                                   THREE MONTHS ENDED MARCH 31,
                                                 -------------------------------
                                                     2002               2001
                                                 -------------     -------------

REVENUES                                         $      2,000      $         --

COSTS AND EXPENSES
  Cost of sales                                           625                --
  Website development and hosting                     580,500           120,254
  General and administrative                          668,162           208,167
  Interest                                             10,821            24,962
  Interest - related party                              6,254             9,952
                                                 -------------     -------------

NET LOSS                                         $ (1,264,362)     $   (363,335)
                                                 =============     =============

BASIC AND DILUTED LOSS PER SHARE
  Net loss                                       $      (0.04)     $      (0.02)
                                                 =============     =============

BASIC AND DILUTED WEIGHTED AVERAGE
 NUMBER OF SHARES OUTSTANDING                      28,917,591        21,313,147
                                                 =============     =============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       3
<PAGE>

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

                                                          THREE MONTHS ENDED MARCH 31,
                                                          ---------------------------
                                                              2002           2001
                                                          ------------   ------------
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                               $(1,264,362)   $  (363,335)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
      Depreciation and amortization                            23,027          5,409
      Beneficial conversion feature of convertible debt         8,321             --
      Issuance of shares for services                       1,210,000             --
   Change in assets and liabilities:
      Accounts receivable                                       7,870             --
      Prepaids and other assets                              (283,569)        (1,500)
      Accrued interest                                          2,500          9,952
      Accrued interest - related party                          6,254         24,545
      Accrued payroll                                              --         15,000
      Accounts payable                                         43,798         37,684
      Other accrued expenses                                       --        (12,555)
                                                          ------------   ------------

         Net cash used by operating activities               (246,161)      (284,800)
                                                          ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                    (28,799)            --
                                                          ------------   ------------

         Net cash provided  by investing activities           (28,799)            --
                                                          ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt                              300,000             --
  Advances from stockholder                                        --        124,800
  Issuance of  common stock                                        --        160,000
                                                          ------------   ------------

         Net cash provided by financing activities            300,000        284,800
                                                          ------------   ------------


Net decrease in cash                                           25,040             --

CASH, BEGINNING OF PERIOD                                          --             --
                                                          ------------   ------------

CASH, END OF PERIOD                                       $    25,040    $        --
                                                          ============   ============

SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

      Issuance of shares for web content                  $   605,000    $        --
                                                          ============   ============

CASH PAID FOR
  Interest                                                $        --    $        --
                                                          ============   ============
  Income taxes                                            $        --    $        --
                                                          ============   ============

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

                                          4
</TABLE>
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002


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") through September 30, 2001. 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 through its sale on
      September 30, 2001.

      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 July
      2000, operations of the restaurant were discontinued and all restaurant
      assets were abandoned. On September 30, 2001, Asia Pacific was sold for
      $10,000.

      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 is focused on the delivery and distribution of streaming video
      content on an on-demand and pay-per-view basis. The Company develops its
      own content and assists others to develop a distribution channel for their
      content on the iLive Network. The Company offers video-on-demand,
      electronic shopping, physical VHS and DVD distribution and
      business-to-business content creation and distribution. The Company
      currently generates virtually all of its revenue from its business
      services division where they help other bring their content online by
      providing editing and encoding solutions. Moving forward the Company looks
      to generate additional revenue from pay-per-view content and the Company's
      recent commitment to enter into the ISP market.

                                       5
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002


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 months ended March 31, 2002, 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, 2001 included in the
      Company's Form 10-KSB.


3.    NOTES PAYABLE
-------------------

      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
      April 7, 2002. The note is convertible at any time given 15 days notice at
      the holder's election into a maximum of 6,000,000 shares of the Company's
      common stock at $0.25 per share. As of March 31, 2002 the Company has
      borrowed $958,454 of which $761,250 was converted to common stock during
      the year ended December 31, 2001.

      On January 10, 2002 the Company issued a convertible note up to $300,000
      and a warrant to purchase an additional 100,000 shares of its common
      stock. Pursuant to the terms of the note, the Company is required to repay
      the principal amount of $300,000 with 8% interest. The note may not be
      paid, in whole or in part, before January 10, 2004. The note is
      convertible into common stock, at the selling stockholder's option, a the
      lower of (i) $0.13 or (ii) 80% of the average of the three lowest closing
      prices for the common stock for the 30 trading days before but not
      including the conversion date. The warrants are exercisable until January
      10, 2005 at a purchase price of the lower of (i) $0.152 or (ii) 120% of
      the average of the three lowest closing prices for the 10 trading days
      before but not including the exercise date. The Company reported a
      beneficial conversion feature of $75,000, which is reflected in additional
      paid in capital. Amortization of $8,321 was reflected as interest expense
      for the quarter ended March 31, 2002.

                                       6
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002


4.    STOCKHOLDER'S EQUITY
--------------------------

      In Q 1 2002, the Company issued:

      2,150,000 shares valued $279,500 ($0.13 per share) in exchange for
      consulting services.

      850,000 shares valued $161,500 ($0.19 per share) in exchange for corporate
      video services.

      1,300,000 shares valued $247,000 ($0.19 per share) in exchange for
      investor relations services.

      1,300,000 shares valued at $247,000 ($0.19 per share) in exchange for
      consulting services.

      2,750,000 shares valued at $605,000 ($0.22 per share) in exchange for web
      content.

      1,250,000 shares valued at $275,000 ($0.22 per share) in exchange for
      encoding services.


5.    DISCONTINUED OPERATIONS
-----------------------------

      In April 2000, management closed the restaurant to the public and began
      operating it for private parties only. In July 2000, operations of the
      restaurant were permanently discontinued and all restaurant assets were
      abandoned. Revenues from discontinued operations totaled $701,000 in 2000.

      On September 30, 2001 the Company sold Asia Pacific to an unrelated party
      for $10,000, resulting in a gain on the disposal of $1,893,083. At
      September 30, 2001, Asia Pacific had zero assets and the following
      liabilities:

      Notes payable                                                 $   376,623
      Accounts payable                                                  731,792
      Accrued interest                                                  136,399
      Accrued payroll and related taxes                                 375,816
      Other accrued expenses                                            262,453
                                                                    ------------
                                                                    $ 1,883,083
                                                                    ============

                                       7
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002


6.    LEGAL PROCEEDINGS
-----------------------

      The Company from time to time may be involved in various claims, lawsuits,
      disputes with third parties, actions involving allegations of
      discrimination, or breach of contract actions incidental to the operations
      of its business. The Company is currently involved in two such instances.

      Jerry Nieto v. iLive, Inc., et al.
      ----------------------------------

      On September 21, 2001, a lawsuit was filed in the Superior Court of the
      State of California for the County of Orange, against the Company entitled
      Jerry Nieto v. iLive, Inc., et al. The complaint alleges various claims
      seeking payment of past due wages in the amount of $9,000, 750,000 shares
      of the Company's common stock, and penalties and attorney fees. The
      Company denies these claims and is vigorously defending the action.

      Al Moshiri v. iLive Inc., et al.
      --------------------------------

      On July 20, 2001, a lawsuit was filed in the Superior Court of the State
      of California for the County of Los Angeles, against the Company entitled
      Al Moshiri v. iLive, Inc., et. al. The complaint alleges various claims
      seeking payment of alleged finder's fees and damages in the amount of
      $500,000 and seeks punitive damages of $5,000,000. The Company denies
      these claims and is vigorously defending the action.

                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

      Some of the information in this 10Q contain forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

      --    discuss our future expectations;
      --    contain projections of our future results of operations or of our
            financial condition; and
      --    state other "forward-looking" information.

      We believe it is important to communicate our expectations. However, there
may be events in the future that we are not able to accurately predict or over
which we have no control. The risk factors listed in this section, as well as
any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. You should
be aware that the occurrence of the events described in these risk factors could
have an adverse effect on our business, results of operations and financial
condition.


RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 2002 COMPARED TO THE QUARTER ENDED MARCH 31, 2001.

      Revenues: Revenues totaled $2,000 for the quarter ended March 31, 2002 as
compared to no revenue for the quarter ended March 31, 2001. As a percentage
revenue increased 2000% during the quarter ended March 31, 2002. The Company's
revenue for the quarter ended March 31,2002 consisted entirely of Business
Services, as compared to the Company generating no revenue for the quarter ended
March 31,2001. All our revenue was derived from Business to Business sales.
Basic earnings per share totaled $(0.04) for the quarter ended March 31, 2002 as
opposed to $(0.02) net loss for the quarter ended March 31, 2001.

      Cost of Sales: Cost of Sales totaled $625 for the quarter ended March 31,
2002 as compared to $0.00 for the quarter ended March 31, 2001. The increase in
the cost of sales ( an increase of 625%) was due to the company generating
revenue for the quarter ended March 31, 2002 as opposed to not having revenue
for the quarter ended March 31, 2001. As a percentage of total revenue, cost of
sales was 31% for the quarter ended March 31, 2002 resulting in gross margins of
69%. The cost of sales will vary significantly from project to project but we
aim to consistently challenge and keep the cost of sales to a minimum.

      General and Administrative Expenses: General and Administrative expenses
totaled $668,162 (334% of revenues) for the quarter ended March 31, 2002 and
$208,167 in General and Administrative expenses in revenue for the quarter ended
March 31, 2001. The increase in general and administrative expenses was due to
the production of the Company's corporate video and the hiring of Investor
Relations services.

      Website Development totaled $580,000 (290% of revenues) for the quarter
ended March 31, 2002 vs $120,254 for the quarter ended March 31, 2001. The
increase in website development was due to the development of our peer to peer
marketing platform as well as the preparation to launch our Internet Service
Provider initiative.


LIQUIDITY AND CAPITAL RESOURCES

      In 1999, we entered into a $1,500,000 convertible line of credit
arrangement with Street capital Inc., an entity that is controlled by our
President, Mr. Henricks and CEO, Mr. Aimers, bearing interest at 12% and due on
or before March 7, 2001. The note was convertible at the holder's election into
common stock at $0.25 per share, was fully utilized, and was converted into
6,000,000 shares in 2000. In 2000, we entered into a new $1,500,000 convertible
line of credit at 12% interest with all principal and interest due on or before
April 7, 2002. On April 6, 2002 the note was extended to a due date of June 7,
2002. The note is convertible at the holder's election into a maximum of
6,000,000 shares of common stock at $0.25 per share. At March 31, 2002, we had
borrowed a total of $958,454 on this line of credit and the holder had converted
$761,250 of the debt into 3,045,000 common shares.

                                       9
<PAGE>

      For the quarter ended March 31, 2002, our only material cash flow came
from our business to business sales as well as the Laurus Master Fund Note
(described in Note 2 of the accompanying financial statements) of which the
Company used $215,960. For the coming fiscal year we look to see increased cash
flow from business services as well as content pay-per-view. We believe that we
will also gain additional revenue not seen in the fiscal year ended December 31,
2001 as we begin to enter the ISP market.

      We do not have existing capital resources or credit lines available that
are sufficient to fund our operations and capital requirements as presently
planned over the next twelve months. We are actively pursuing additional funds
through the issuance of either debt or equity instruments. We may also pursue a
working capital line of credit to be secured by our assets. However, such funds
may not be available on favorable terms or at all.

      We currently estimate that we will need approximately $600,000 to continue
operations through the end of the fiscal year 2002. These operating costs
include general and administrative expenses, website development and hosting,
and cost of sales.

                                       10
<PAGE>

PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not applicable.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The securities described below represent our securities sold by us for the
period ending March 31, 2002 that were not registered under the Securities Act
of 1933, as amended, all of which were issued by us pursuant to exemptions under
the Securities Act. Underwriters were involved in none of these transactions.

PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

         None.

SALES OF DEBT AND WARRANTS FOR CASH

         In January 2002, we entered into a securities purchase agreement with
the Laurus Master Fund, Ltd. for the issuance of a $300,000 principal amount of
8% convertible note and an aggregate of 100,000 common stock purchase warrants
in reliance on Section 4(2) of the Act and Rule 506

OPTION GRANTS

         None.

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS

         On February 25, 2002, we issued 850,000 shares of common stock to Bel
Air Screen Group Inc. in consideration for $161,500 worth of content.

         On February 25, 2002, we issued 1,300,000 shares of common stock to
Driven Financial Group Inc. in consideration for $247,000 worth of Investor
Relations Services.

         On February 25, 2002, we issued 1,300,000 shares of common stock to
Leico Investments Limited in consideration for $247,000 worth of consulting
services.

         On March 7, 2002, we issued 1,250,000 shares of common stock to Atlas
Encoding Service Inc. in consideration for $268,750 worth of services.

         On March 7, 2002, we issued 1,350,000 shares of common stock to Black
Forest Films Inc. in consideration for $290,250 worth of content.

         On March 7, 2002, we issued 1,400,000 shares of common stock to Axis
Library Group Inc. in consideration for $301,000 worth of content.

All of the above offerings and sales were deemed to be exempt under Regulation D
and Section 4(2) of the Securities Act. No advertising or general solicitation
was employed in offering the securities. The offerings and sales were made to a
limited number of persons, all of whom were accredited investors, business
associates of iLive or executive officers of iLive, and transfer was restricted
by iLive in accordance with the requirements of the Securities Act of 1933. In
addition to representations by the above-referenced persons, we have made
independent determinations that all of the above-referenced persons were
accredited or sophisticated investors, and that they were capable of analyzing
the merits and risks of their investment, and that they understood the
speculative nature of their investment. Furthermore, all of the above-referenced
persons were provided with access to our Securities and Exchange Commission
filings.

                                       11
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON 8-K:

         (a)      None.

         (b)      No reports on Form 8-K were filed during the fiscal quarter
                  ended March 31, 2002.

                                       12
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            ILIVE, INC., a Nevada Corporation


Date:  May 14, 2002                         By:  /s/ Albert Aimers
                                               ---------------------------------
                                                 ALBERT AIMERS, Chairman &
                                                 Chief Executive Officer



Date: May 14, 2002                          By:  /s/ Scott Henricks
                                               ---------------------------------
                                                 SCOTT HENRICKS, President &
                                                 Chief Financial Officer

                                       13