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 March 31, 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 March 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 March 31, 2001 (Unaudited).

     Condensed Consolidated Statements of Operations (Unaudited) for the three
     months ended March 31, 2001.

     Condensed Consolidated Statements of Cash Flows (Unaudited) for the three
     months ended March 31, 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 2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1  -  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

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



                                                           MARCH 31,
                                                              2001
                                                          ------------
<S>                                                       <C>
ASSETS

CURRENT ASSETS                                            $         -

EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $22,843          85,290
BEAUTY PAGEANT RIGHTS                                         100,150
OTHER                                                           1,500
                                                          ------------

                                                          $   186,940
                                                          ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

  Notes payable                                           $   490,123
  Accounts payable                                            860,875
  Accrued interest                                            178,382
  Accrued interest - related party                            216,485
  Accrued payroll and related taxes                           390,816
  Other accrued expenses                                      315,684
                                                          ------------

    Total current liabilities                               2,452,365
                                                          ------------

NOTE PAYABLE - STOCKHOLDER                                    737,484
                                                          ------------

COMMITMENTS AND CONTINGENCIES                                       -

STOCKHOLDERS' DEFICIT

  Common stock,  $.001 par value; 100,000,000 shares
    authorized, 21,313,147 shares issued and outstanding       21,313
  Additional paid-in capital                                4,091,147
  Accumulated deficit                                      (7,115,369)
                                                          ------------

    Total stockholders' deficit                            (3,002,909)
                                                          ------------

                                                          $   186,940
                                                          ============
</TABLE>

  The accompanying notes are an integral part of these financial statements

                                     Page 3
<PAGE>

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

<TABLE>
<CAPTION>



                                                        THREE MONTHS MARCH 31,
                                                      --------------------------
                                                           2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>
REVENUES                                              $         -   $         -

COSTS AND EXPENSES
  Website development and hosting                         120,254       118,842
  General and administrative                              202,758       167,482
  Depreciation expense                                      5,409           532
  Interest                                                 24,962
  Interest - related party                                  9,952        38,100
                                                      ------------  ------------

  LOSS FROM CONTINUING OPERATIONS                        (363,335)     (324,956)
                                                      ------------  ------------


  LOSS FROM DISCONTINUED OPERATIONS  (NO TAX EFFECT)            -      (399,231)
                                                      ------------  ------------


NET LOSS                                              $  (363,335)  $  (724,187)
                                                      ============  ============

BASIC AND DILUTED LOSS PER SHARE
  Loss from continuing operations                     $     (0.02)  $     (0.02)
                                                      ============  ============
  Loss from discontinued operations                   $         -   $     (0.03)
                                                      ============  ============
  Net loss                                            $     (0.02)  $     (0.05)
                                                      ============  ============

BASIC AND DILUTED WEIGHTED AVERAGE
 NUMBER OF SHARES OUTSTANDING                          21,313,147    15,147,488
                                                      ============  ============

</TABLE>


  The accompanying notes are an integral part of these financial statements







                                     Page 4
<PAGE>
<TABLE>
<CAPTION>
                          ILIVE, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)


                                                    THREE MONTHS MARCH 31,
                                                    ----------------------
                                                      2001          2000
                                                    ----------   ---------
<S>                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                          $(363,335)  $(724,187)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
      Loss from discontinued operations                      -     399,231
      Depreciation                                       5,409         532
   Change in assets and liabilities:
      Beauty pageant rights                                  -     (25,000)
      Other assets                                      (1,500)          -
      Accrued interest                                   9,952      (4,900)
      Accrued interest - related party                  24,545     (13,249)
      Accrued payroll                                   15,000     (21,365)
      Accounts payable                                  37,684    (119,521)
      Other accrued expenses                           (12,555)    (21,524)
                                                     ----------  ----------

         Net cash used by operating activities        (284,800)   (529,983)
                                                     ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Repayments from stockholder                                -      21,416
                                                     ----------  ----------

         Net cash provided  by investing activities          -      21,416
                                                     ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt                             -     584,457
  Advances from stockholder                            124,800           -
  Issuance of  common stock                            160,000      25,000
                                                     ----------  ----------

         Net cash provided by financing activities     284,800     609,457
                                                     ----------  ----------

Cash used by discontinued operations                         -    (103,647)
                                                     ----------  ----------

Net decrease in cash                                         -      (2,757)

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

CASH, END OF PERIOD                                  $       -   $  23,277
                                                     ==========  ==========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

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

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

</TABLE>

  The accompanying notes are an integral part of these financial statements

                                     Page 5
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 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 become SEA's
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 on



                                     Page 6
<PAGE>
                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2001



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.
Additionally,  the  Company has recently begun providing online video production
services to business customers.

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,
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 7
<PAGE>

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

Cautionary Statements:

This Quarterly Report on Form 10-QSB contains certain forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities  Exchange  Act  of  1934.  The  Company  intends  that  such
forward-looking  statements  be  subject  to  the  safe  harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that involve a number of risks and uncertainties.  Accordingly, to
the  extent  that  this  Quarterly  Report  contains  forward-looking statements
regarding  the financial condition, operating results, business prospects or any
other  aspect  of  the  Company,  please  be  advised  that the Company's actual
financial  condition,  operating  results  and  business  performance may differ
materially  from  that  projected or estimated by the Company in forward-looking
statements.  The  differences  may  be caused by a variety of factors, including
but  not  limited to adverse economic conditions, intense competition, including
intensification  of price competition and entry of new competitors and products,
adverse  federal,  state  and  local  government regulation, inadequate capital,
unexpected costs and operating deficits, increases in general and administrative
costs,  lower  sales  and  revenues  than  forecast, loss of customers, customer
returns  of products sold to them by the Company, termination of contracts, loss
of  supplies,  technological  obsolescence  of the Company's products, technical
problems with the Company's products, price increases for supplies, inability to
raise  prices,  failure  to  obtain new customers, litigation and administrative
proceedings  involving  the  Company, the possible acquisition of new businesses
that result in operating losses or that do not perform as anticipated, resulting
in  unanticipated  losses,  the  possible  fluctuation  and  volatility  of  the
Company's  operating  results, financial condition and stock price, inability of
the  Company  to  continue as a going concern, losses incurred in litigating and
settling  cases,  adverse  publicity  and  news coverage, inability to carry out
marketing  and  sales  plans,  loss  or retirement of key executives, changes in
interest  rates,  inflationary  factors  and  other  specific  risks that may be
alluded  to  in this Quarterly Report or in other reports issued by the Company.
In  addition,  the  business  and  operations  of  the  Company  are  subject to
substantial  risks that increase the uncertainty inherent in the forward-looking
statements.  The  inclusion  of  forward-looking  statements  in  this Quarterly
Report  should  not  be regarded as a representation by the Company or any other
person  that  the  objectives  or  plans  of  the  Company  will  be  achieved.

COMPANY OVERVIEW

iLive,  Inc.  ("iLive"  or  the  "Company")  is  a  broadband  entertainment and
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  produces 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, and How to Instructional videos. The Company will
also  assist  others  with  compelling content not offered for free elsewhere in
distributing  their  content  via  the  iLive  pay-per-view  model.

                                     Page 8
<PAGE>

The Company's prior three month period ended March 31, 2000 is not indicative of
the  Company's  current  business  plan  and  operations. During the three month
period  ended  March  31,  2000 as well as the year ended December 31, 1999, the
Company  was building its infrastructure and had no revenues. In September 1999,
the  Company  acquired  Asia  Pacific,  as previously discussed in the Company's
prior filings. Asia Pacific's principal asset consisted of a 64% interest in 246
LLC  dba  Chasen's Restaurant. The Company had intended to utilize Chasen's as a
forum  for  its  Internet  related  entertainment  operations.

Results of Operations For the Quarter Ended March 31, 2001.

However,  losses  from the Company's Chasen's restaurant operations exceeded the
Company's  expectation.  Due  to  Chasen's  negative cash flow and increased net
loss,  Management decided to discontinue any further investment into 246 LLC
and  to either reorganize or divest its restaurant operations.  The Company has
decided  to  focus  its  efforts  on the development of its Internet operations.

In  the  first quarter ended March 31, 2001, Management attempted to acquire all
of  the  assets  of Web Theatre, Inc. and Web Pay Per View.com, Inc. in order to
supplement  its plan of generating content for broadcast over the Internet.  The
Web  Theatre  was  a  2000  seat  venue  located in Phoenix, Arizona.  The asset
purchase  of  The Web Theatre Inc. and Web Pay Per View.com, Inc. were completed
on January 25, 2001. Subsequently, however, on March 30, 2001, all three parties
mutually  agreed  to  rescind  the  transaction.  After  a review of alternative
brick-and-mortar entertainment venues, the Company has decided not to attempt to
acquire  such  venues  at  the  time.  Instead the Company is focused on further
developing its business-to-business services as well as its business-to-consumer
content.

In  furtherance  of  developing content for the Company's pay-per-view services,
the  Company  acquired  the  rights  to the Miss Beverly Hills Beauty Pageant in
fiscal  2000  as  previously  discussed  in  the  Company's  prior  filings. The
Company's  first  Miss Beverly Hills Beauty Pageant was held October 15, 2000 at
the  Beverly  Hills  Hotel  which generated only nominal revenue totaling $3,624
primarily  from  ticket  sales  and  contestant  entrance  fees. Total costs for
hosting  the  event  totaled $81,681 which consisted of advertising costs, venue
rental fees, and prize costs. Management believes that being a first year event,
that  the  results are not indicative of future pageants and as the event grows,
the  Company  will  be  able  to  derive  additional  revenue  from  corporate
sponsorship, merchandise sales, and pay-per-view internet broadcasting. However,
no  assurances  can  be  made  as  to  the  result  of  such  future  pageants.

The  Company's business-to-business services involves the production and filming
of  content  for  other  business  and  assisting  such business in developing a
multimedia  web  presence.  On  the  business-to-consumer  side,  iLive looks to
continue  to  build  its  library  of  content  and  market its programs using a
peer-to-peer  program  paying commissions to affiliates who refer clients to the
Company's  pay-per-view  content.

The Company's website is currently undergoing modifications bringing with it the
added  functionality  of  its newly developed peer to peer marketing program and
the  addition  of  pay-per-view content.  The Company anticipates that these new
additions  will  be  implemented  by  the  end  of  the third quarter this year.

Liquidity  &  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  anytime given 15 day's 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, 2001 has borrowed $702,684 against the Note.  As a result of the
Company's  debt  financings,  the  Company  incurred  interest  charges totaling
$746,012 for the year ended December 31, 2000.  Of the $746,012, $611,600 of the
interest  expense  is  due  to  the  difference  in the fair market value of the
Company's  common  stock  and  the  conversion  price  of  the  Note.

                                     Page 9
<PAGE>

The  Company  intends  to  obtain  additional  financing through the sale of its
Common  Stock  and  through  a  Private  Placement  of  its  restricted  Common
Stock,  including  warrants  to  purchase  additional  shares  of  the Company's
Common  Stock.  However,  there  can  be  no assurances that the Company will be
able  to complete the Private Offering. Failure to complete the Private Offering
may  have  a  material  adverse  effect  on the Company's plan of operations.

Additionally,  a  slower  than  expected rate of acceptance of the Company's Web
site,  or  lower  than  expected revenues generated from the Company's Web site,
would materially adversely affect the Company's liquidity.  The Company may need
additional  capital sooner than anticipated.  The Company has no commitments for
additional  financing,  and  there can be no assurances that any such additional
financing  would  be  available in a timely manner or, if available, would be on
terms  acceptable  to the Company.  Furthermore, any additional equity financing
could be dilutive to our then-existing shareholders and any debt financing could
involve  restrictive covenants with respect to future capital raising activities
and  other  financial  and  operational  matters.

Capital  Expenditures

The  Company's anticipated capital expenditures for the year ending December 31,
2001  are  expected  to consist of development costs for the Company's Web site.
The  Company expects to expend approximately $100,000 toward ongoing development
of  its  Web  site. The Company also expects to expend approximately $200,000 on
the  development of content. Additionally, the Company expects to spend $100,000
on  additional  computer  equipment  and  $150,000  on  marketing.  The  Company
currently  does  not  have  sufficient  working  capital to fund its anticipated
capital  expenditures  and  will  need  to  raise additional funds either though
additional  equity  or debt financings. There can be no assurances that any such
additional  financing  would  be  available in a timely manner or, if available,
would  be  on terms acceptable to the Company. Failure to raise additional funds
for  the  Company's  planned  capital  expenditures will have a material adverse
effect  on  the  Company's  plan  of  operations.

The  Company's audited financial statements for the year ended December 31, 2000
have  been  prepared  on  the  basis  of a going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  The  Company had not yet generated significant revenues from Web site
operations  and,  at  December  31,  2000,  had  accumulated  a deficit from its
operating  activities.  Continuation  of  the  Company  as  a  going  concern is
dependent  upon, among other things, obtaining additional capital, meeting other
obligations  under  various  agreements  and  achieving  satisfactory  levels of
profitable operations. These factors raise substantial doubt about the Company's
ability  to  continue  as  a  going  concern.


                                    Page 10
<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

On  March 6, 2000, the Company filed a Current Report on Form 8-K dated February
29,  2000  reporting  its acquisition of Society of Economic Assurance, a Nevada
corporation.

On  May  5, 2001, the Company filed a Current Report on Form 8-K dated April 25,
2001  reporting  the  recession  of its acquisition of The Web Theatre, Inc., an
Arizona  corporation  and  WebPayPerView.com,  Inc.,  an  Arizona  corporation.

                                    Page 11
<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: May 21, 2001


                                    Page 12
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