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 September 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. 0-27121


                                   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)

      2102 Business Center Drive
         Irvine, California                                        92612
(Address of Principal Executive Offices)                        (Zip Code)

                                 (949) 660-0099
                           (Issuer's Telephone Number)
           Securities registered pursuant to Section 12(b) of the Act:
                                     (None)

                         3960 Wilshire Blvd., Suite 406
                          Los Angeles, California 90010
             (Former name, former address and former fiscal year,
                          if changed since last report)

     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 October 31, 2001
        Common Stock, $0.001 par value                  24,343,147

     Transitional Small Business Disclosure Format (check one):

Yes ___   No   __X__


<PAGE>
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION


Item 1.     Financial Statements.

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

Condensed Consolidated Statements of Operations (Unaudited) for the three months
and nine months ended September 30, 2001 and 2000.

Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months
ended September 30, 2001 and 2000.

Notes to Condensed Interim Consolidated Financial Statements (Unaudited) at
September 30, 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)



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

  Accounts receivable                                     $      143,400
  Other                                                            7,754
                                                          ---------------
    TOTAL CURRENT ASSETS                                         151,154

EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $35,216             94,151
BEAUTY PAGEANT RIGHTS                                            100,150
OTHER                                                              6,050
                                                          ---------------

                                                          $      351,505
                                                          ===============


              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

  Notes payable                                           $      113,500
  Note payable - stockholder                                     212,508
  Accounts payable                                               127,816
  Accrued interest                                                 8,512
  Accrued interest - stockholder                                 206,138
  Accrued payroll and related taxes                               30,864
  Other accrued expenses                                          15,470
                                                          ---------------

    Total current liabilities                                    714,808
                                                          ---------------

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                                         (5,254,433)
                                                          ---------------

    Total stockholders' deficit                                 (363,303)
                                                          ---------------

                                                          $      351,505
                                                          ===============

</TABLE>


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

<PAGE>

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


                                               THREE MONTHS ENDED            NINE MONTHS ENDED
                                                   SEPTEMBER 30,                SEPTEMBER 30,
                                                2001          2000          2001          2000
                                             -----------  ------------  ------------  ------------
<S>                                          <C>          <C>           <C>           <C>
REVENUES                                     $    93,000  $         -   $   141,000   $         -

COSTS AND EXPENSES
  Cost of revenues                                10,829            -        15,779             -
  Website development and hosting                  9,000       38,807       155,799       199,386
  General and administrative                      32,042      270,412       271,115       923,190
  Depreciation                                     6,468        6,000        17,777        22,250
  Interest                                         2,837       32,597        37,799       101,001
  Interest - related party                         6,431       56,245        75,803       133,408
                                             -----------  ------------  ------------  ------------

  INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                      25,393     (404,061)     (433,072)   (1,379,235)
                                             -----------  ------------  ------------  ------------

DISCONTINUED OPERATIONS:

  Gain (loss) on disposal (no tax effect)      1,930,673                  1,930,673      (267,320)

  Loss from discontinued
  operations  (no tax effect)                          -       (7,809)            -      (487,302)
                                             -----------  ------------  ------------  ------------

  INCOME (LOSS) FROM
  DISCONTINUED OPERATIONS                      1,930,673       (7,809)    1,930,673      (754,622)
                                             -----------  ------------  ------------  ------------


NET INCOME (LOSS)                            $ 1,956,066  $  (411,870)  $ 1,497,601   $(2,133,857)
                                             ===========  ============  ============  ============

BASIC AND DILUTED LOSS PER SHARE
  Income (loss) from continuing operations   $      0.00  $     (0.03)  $     (0.02)  $     (0.09)
                                             ===========  ============  ============  ============
  Loss from discontinued operations          $      0.08  $     (0.00)  $      0.09   $     (0.05)
                                             ===========  ============  ============  ============
  Net income (loss)                          $      0.08  $     (0.03)  $      0.07   $     (0.14)
                                             ===========  ============  ============  ============

BASIC AND DILUTED WEIGHTED AVERAGE
 NUMBER OF SHARES OUTSTANDING                 24,343,147   15,544,812    22,590,729    15,129,507
                                             ===========  ============  ============  ============

</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 NINE MONTHS ENDED SEPTEMBER 30,
                                                          2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                  $ 1,497,601   $(2,133,857)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
      (Gain) loss from discontinued operations         (1,930,673)      267,320
      Embedded interest                                    42,420             -
      Depreciation                                         17,777        22,250
   Repayment of advances through performance of
   services                                                     -        20,000
   Change in assets and liabilities:
      Accounts receivable                                (143,400)            -
      Other assets                                        (13,804)       43,351
      Accrued interest                                      8,512       101,001
      Accrued interest - related party                     93,692       133,408
      Accrued payroll                                      30,864             -
      Accounts payable                                    (74,704)       99,483
      Other accrued expenses                               (3,130)      129,217
                                                      ------------  ------------

         Net cash used by operating activities           (474,845)   (1,317,827)
                                                      ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                     (21,229)     (105,723)
  Repayments from stockholder                                   -           416
                                                      ------------  ------------

         Net cash provided  by investing activities       (21,229)     (105,307)
                                                      ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt                                -       814,048
  Advances from stockholder                               361,074       490,599
  Repurchase and retirement of common stock               (25,000)            -
  Issuance of  common stock                               160,000        25,000
                                                      ------------  ------------

         Net cash provided by financing activities        496,074     1,329,647
                                                      ------------  ------------

Cash provided by discontinued operations                        -        67,453
                                                      ------------  ------------

Net decrease in cash                                            -       (26,034)

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

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

SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

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

    Conversion of debt to equity                      $   761,250   $ 1,500,000
                                                      ============  ============

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)
                               SEPTEMBER 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, corporation  in exchange
for 200,000 shares of  iLive common stock.  The Company elected successor issuer
status  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.

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>

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


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 nine months ended
September  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.

3.     NOTE  PAYABLE  -  STOCKHOLDER

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  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 September 30, 2001 the Company has borrowed $935,155, of
which  $761,250  was converted to common stock during the quarter ended June 30,
2001.

4.     GAIN  ON  DISPOSAL  OF  SUBSIDIARY

In  the period ended September 30, 2001 the company disposed of Asia Pacifc Co.,
Ltd.  through the sale of 100% of the Asia Pacific shares held by the Company to
Fig  Tree  Capital  in  exchange  for  $10,000.  Asia  Pacific  is  the owner of
approximately  69%  operating  interest  in  Chasen's  restaurant (the Company's
discontinued  restaurant  operations).  In  July  2000,  management discontinued
funding  of  Chasen's restaurant. The Company had previously written off all its
restaurant  operating  assets (which consisted primarily of furniture, fixtures,
restaurant  equipment  and  inventory)  as  of  June  30,  2000.

<PAGE>

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

4.     GAIN  ON  DISPOSAL  OF  SUBSIDIARY  (CONTINUED)


The sale of Asia Pacific resulted in a gain of  $1,930,673, which is recorded as
a gain on disposal of discontinued operations.  The selling of Asia Pacific will
have  no  adverse  effect  to  the  ongoing  operations  of  the  Company.

5.     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.



<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 developer of an online entertainment
destination focused on the delivery and distribution of streaming video content
on an on-demand, pay-per-view basis.  iLive not only develops its own content
but also help others develop a distribution channel for their content on the
iLive Network.  iLive offers video-on-demand, electronic shopping, physical VHS
and DVD distribution and business-to-business content creation and distribution.

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 offices 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 the
distribution of content online.  iLive consumers will enjoy television
programming with the ability to watch what they want when they want to watch it.
So whether its learing how to cook, be a DJ or watching an old episode of the
Beverly Hillbillies, iLive is bringing consumers a truly unique experience
through video on demand over the Internet.

Results  of  Operations  for the Company - Three Months ended September 30, 2001
Compared  to  Three  Months  ended  September  20,  2000.

Revenues:  Revenues  totaled  $93,000  for  the three months ended September 30,
2001  as  compared  to no revenue for the three months ended September 30, 2000.
During  the period ended September 30, 2001 the Company continued to develop its
business  services  which  consists  of  film  editing  and  encoding solutions.
Earnings  per  share totaled $0.08 for the three months ended September 30, 2001
based  on  24,343,147  shares outstanding as opposed to $(0.03) net loss for the
three months ended September 30, 2000.  The large increase in earnings per share
for  this  quarter  was primarily due to a one-time gain of $1,930,673 resulting
from  the  disposal  of  its  subsidiary,  Asia  Pacific,  Inc.

<PAGE>
Cost  of  Sales:  Cost  of  Sales  totaled  $10,829  for  the three months ended
September  30,  2001.  The Company did not generate revenue for the three months
ended  September  30,  2000 and therefore did not incur any Cost of Sales.  As a
percentage  of  total  revenue,  Cost  of  Sales  was 11.6% for the period ended
September  30, 2001 resulting in gross margins of 88.4%.  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
$32,042  (34.5%  of  revenues)  and  $270,412  for the three month periods ended
September  30  2001  and September 30, 2000 respectively.  The large decrease in
G&A  was  due to the downsizing of operations as the Company continues to refine
its  focus  of  its  plan  of  operations.

Results  of  Operations  for  the Company - Nine Months ended September 30, 2001
Compared  to  Nine  Months  ended  September  30,  2000.

Revenues:  Revenues  totaled  $141,000  for  the nine months ended September 30,
2001  as  compared  to  no revenue for the nine months ended September 30, 2000.
During  the period ended September 30, 2001 the Company continued to develop its
business  services  which  consists  of  film  editing  and  encoding solutions.
Earnings  per  share  totaled $0.07 for the nine months ended September 30, 2001
based  on  24,343,147  shares outstanding as opposed to $(0.14) net loss for the
nine  months ended September 30, 2000.  The large increase in earnings per share
for  this  quarter  was primarily due to a one-time gain of $1,930,673 resulting
from  the  disposal  of  its  subsidiary,  Asia  Pacific,  Inc.

Cost  of  Sales:  Cost  of  Sales  totaled  $15,779  for  the  nine months ended
September  30,  2001.  The  Company did not generate revenue for the nine months
ended  September  30,  2000  and  therefore did not incur a Cost of Sales.  As a
percentage  of  total  revenue,  Cost  of  Sales  was 11.2% for the period ended
September  30, 2001 resulting in gross margins of 88.8% gross margins.  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  $271,115  and  $923,190  for the nine month periods ended September 30,
2001  and September 30, 2000 respectively.  The large decrease in G&A was due to
the downsizing of operations as the Company continues to refine its focus of its
plan  of  operations.

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
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 September 30, 2001 the
Company  has  borrowed $935,155, of which $761,250 was converted to common stock
during  the  quarter  ended  June  30,  2001.

Capital  Expenditures:  The  Company  expended  $9,000 in the three months ended
September  30,  2001  on  the  development and hosting of the Company's website.

DISCONTINUED  OPERATIONS

Gain  on  disposal  of  subsidiary.

In  the period ended September 30, 2001 the company disposed of Asia Pacifc Co.,
Ltd.  through the sale of 100% of the Asia Pacific shares held by the Company to
Fig  Tree  Capital  in  exchange  for  $10,000.  Asia  Pacific  is  the owner of
approximately  69%  operating  interest  in  Chasen's  restaurant (the Company's
discontinued  restaurant  operations). As previously discussed in prior reports,
in  July  2000,  management  discontinued  funding  of  Chasen's restaurant. The
Company  had  previously  written off all its restaurant operating assets (which
consisted  primarily of furniture, fixtures, restaurant equipment and inventory)
as  of  June  30,  2000.

Selling  its ownership in Asia Pacific resulted in a one time gain of $1,930,673
which  is  recorded  as a discontinued operation.  The divesture of Asia Pacific
will  have  no  adverse  effect  to  the  ongoing  operations  of  the  Company.

<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.
Currently,  the  Company  is  involved in the following actions which may have a
material  impact  on  the  Company's  operations.

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.

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.

ITEM 2 - CHANGES IN SECURITIES

On  October  1,  2001  the Company issued 100,000 shares of its "restricted" (as
that  term is defined by the Securities Act of 1933) common stock and options to
purchase  up  to  150,000  shares  of  common  stock  at  $0.25 per share, to an
unaffiliated  entity in exchange for services rendered in the development of its
website.  The  issuance  was an isolated transaction involving a public offering
pursuant  to  Section  4  (2)  of  the  Securities  Act  of  1933.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

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

No matters were submitted to the security holders for a vote during the period
covered by this report

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(A)     EXHIBITS

     2.1     Reorganization and Stock Purchase Agreement

(B)     REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the period covered by this report.


<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 Henricks
                                   ----------------------------------
                                   Scott Henricks
                                   President, CEO, & CFO




Dated: November 14, 2001