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,  2000

     [   ] 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)

                         242 N. CANON DRIVE, 3RD FLOOR
                        BEVERLY HILLS, CALIFORNIA 90210
              (Address of Principal Executive Offices) (Zip Code)

                                 (310) 285-5200
                           (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 May 31, 2000
-----------------------------------                  ---------------------------
 Common Stock, $0.001 par value                              15,398,334



     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 March 31, 2000 (Unaudited).

     Condensed Consolidated Statements of Operations (Unaudited) for the three
     months ended March 31, 2000 and 1999.

     Condensed Consolidated Statements of Cash Flows (Unaudited) for the three
     months ended March 31, 2000 and 1999.

     Notes  to Condensed Interim Consolidated Financial Statements (Unaudited)
     at March 31, 2000.


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)


<S>                                    <C>
                                       MARCH 31, 2000
                                       ----------------
ASSETS

CURRENT ASSETS:
   Cash                                $        23,277
   Inventories                                  96,558
   Advances to related parties                  65,000
   Other                                         9,287
                                       ----------------

      TOTAL CURRENT ASSETS                     194,122

PROPERTY AND EQUIPMENT, NET                    305,566

OTHER                                          165,680
                                       ----------------

                                       $       665,368
                                       ================

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Notes payable                       $       379,203
   Accounts payable                            679,835
   Payroll taxes payable                       389,011
   Accrued interest                            199,087
   Sales taxes                                  22,699
   Other accrued expenses                      281,680
                                       ----------------

      TOTAL CURRENT LIABILITIES              1,951,515

LONG-TERM DEBT                               1,270,409
                                       ----------------

      TOTAL LIABILITIES                      3,221,924
                                       ----------------

COMMITMENTS AND CONTINGENCIES                        -

SHAREHOLDERS' DEFICIT:
   Common stock                                 15,313
   Additional paid-in capital                1,805,547
   Accumulated deficit                      (4,377,416)
                                       ----------------

      TOTAL SHAREHOLDERS' DEFICIT           (2,556,556)
                                       ----------------

                                       $       665,368
                                       ================
</TABLE>

   See accompanying notes to unaudited interim condensed consolidated financial
                                   statements

<PAGE>


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

                                          THREE MONTHS ENDED MARCH 31,
                                          ----------------------------
                                               2000         1999
                                           ------------  ----------
<S>                                        <C>           <C>
REVENUES:
  Food and beverage                        $   630,832   $        -
  Club membership                               53,520            -
                                           ------------  ----------

                                               684,352            -
                                           ------------  ----------

EXPENSES:
  Cost of food and beverage                    198,033            -
  Labor                                        365,256            -
  Rent                                          89,960            -
  Other restaurant operating                   161,688            -
  General and administrative                   523,777            -
  Depreciation and amortization                  8,125            -
                                           ------------  ----------

                                             1,346,839            -
                                           ------------  ----------

LOSS FROM OPERATIONS                          (662,487)           -

INTEREST EXPENSE                                61,700            -
                                           ------------  ----------

NET LOSS                                   $  (724,187)  $        -
                                           ============  ==========

BASIC AND DILUTED NET LOSS PER SHARE       $     (0.05)  $        -
                                           ============  ==========

BASIC AND DILUTED WEIGHTED AVERAGE SHARES   15,147,488    4,363,147
                                           ============  ==========

</TABLE>

   See accompanying notes to unaudited interim condensed consolidated financial
                                   statements

<PAGE>
<TABLE>
<CAPTION>

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


                                              THREE MONTHS ENDED MARCH 31,
                                              ----------------------------
                                                      2000        1999
                                                   ----------  ----------
<S>                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $(724,187)  $        -
  Adjustments to reconcile net loss to net cash
    used by operating activities:
    Depreciation and amortization                      8,125            -
    Changes in assets and liabilities:
      Inventories                                      6,009            -
      Other current assets                             8,363            -
      Other assets                                   (23,160)           -
      Accounts payable                              (233,094)           -
      Payroll taxes payable                          151,195            -
      Accrued interest                                80,231            -
      Sales taxes                                    (28,903)           -
      Other accrued expenses                         245,186            -
                                                   ----------  ----------

    Net cash used by operating activities           (510,235)           -
                                                   ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Repayments from related parties                     21,416            -
  Purchases of property and equipment               (104,991)           -
                                                   ----------  ----------

    Net cash used by investing activities            (83,575)           -
                                                   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                            25,000            -
  Proceeds from long-term debt                       584,457            -
  Payments on notes payable                          (18,404)           -
                                                   ----------  ----------

    Net cash provided by financing activities        591,053            -
                                                   ----------  ----------

Net increase in cash                                  (2,757)           -

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

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
    Interest                                       $       -   $        -
    Franchise taxes                                $       -   $        -
NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Issuance of shares for license                   $  75,150   $        -
                                                   ==========  ==========
</TABLE>

   See accompanying notes to unaudited interim condensed consolidated financial
                                   statements

<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2000

                          ILIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2000

Basis  of  Presentation

The  accompanying  consolidated  financial  statements  include  the accounts of
iLive,  Inc.,  ("iLive"),  its  wholly  owned  subsidiary, 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.


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,
2000,  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, 1999 included in
the  Company's  Form  10-KSB.

Subsequent  event

Chasen's  has experienced losses since its inception and projections at December
31,  1999  did  not  show  positive future cash flows, which is an indication of
asset  impairment.  In  April  2000,  management closed Chasen's, but has yet to
decide whether to reorganize or sell the restaurant.  Because of the uncertainty
of  any  future  cash  flows  from  restaurant operations, the Company wrote the
assets  down  to  fair  value at December 31, 1999, determined to be net selling
price  to  a  liquidator.  The  restaurant accounts for all revenues and all but
$328,000  of  the  expenses  for  the  three  months  ended  March  31,  2000.



<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 an Internet based online entertainment
media  company.  The  Company  operates  a  broadcast  entertainment  Internet
destination  located  at www.iLive.com.  The Company plans to offer a wide array
of  entertainment  and musical content through its website which will consist of
the  following:

     -  iLive  Shows:   iLive  produces, directs and films many of its own shows
for  broadcast  live and on-demand over the Internet.  These shows are filmed in
broadcast  quality  so that as an audience following grows the company maintains
the  ability to support, repackage, license, sell and deliver this entertainment
to  the  consumer  via  all  forms  of  media:

     -  Beauty  Pageants:  Currently,  iLive  owns the domain name and trademark
rights to Miss Beverly Hills.com.  iLive also owns Mrs. Beverly Hills, Miss Teen
Beverly  Hills, Mr. Beverly Hills, and Miss Black Beverly Hills.com.  The beauty
pageant winners will be determined by the most combined Internet and Club votes.
With  the  winner  receiving a modeling contract, each contestant will be highly
motivated  to  market  herself  and  have  everyone  she  knows  vote for her at
iLive.com.  Miss  Beverly  hills  will also lend itself to the licensing of name
products  to  potentially  include:  beauty,  bath, hair products, calendars and
clothing  among  others.

     -  Paul  Ryan  Show:  The Paul Ryan Show is a talk/variety dinner show held
upstairs  in the Jockey Club at Chasen's.  Mr. Ryan has hosted over 506 episodes
with  guest  including  Robin Williams, Regis Philbin, Brooke Shields, Jay Leno,
Jerry  Seinfeld,  Ted  Danson  and  others.

     -  Ballers:  Ballers is a sports talk show that will take the viewer behind
the  scenes  into  the  life  of  a professional athlete.  The show will include
interactive  audience  participation  and  the  ability  to  auction  sports
memorabilia.

     -  Beverly  Hills  Lifestyles: The Company's take on Lifestyles of the Rich
and  Famous.  This  show will allow the viewer to participate in one of the most
desirable  lifestyles  in  the world.  The viewer will attend charity functions,
private  parties,  film  debuts  and  wrap parties.  The Company's Beverly Hills
Lifestyles  show will allow everyone to see the world through celebrities' eyes.

Other  shows currently under development include: "Miss World United States," "A
day  in  the  Life  of,"  "Behind  the  Scenes,"  and  "iLive  Undercover."

     - iLive Music:  iLive music will offer musicians the opportunity to promote
themselves over the Internet as well as the opportunity to market their products
through  the Company's Web site.  Artists will also have the opportunity to have
video  of their  performances  played  over  iLive's  Web  site.

The Company's prior three month period ended March 31, 1999 is not indicative of
the  Company's  current  business  plan  and operations.  During the three month
period  ended  March  31,  1999 as well as the year ended December 31, 1998, the
Company  was  inactive  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.

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 has decided to discontinue any further investment into 246 LLC
and  to either reorganize or divest its restaurant operations.  As a result, the
Company  incurred a one time charge of $1,603,622 representing the impairment of
long-lived  assets  associated  with  the  closing of Chasen's.  The Company has
decided  to  focus  its  efforts  on the development of its Internet operations.

PLAN  OF  OPERATIONS  FOR  THE  COMPANY'S  WEB  SITE  ILIVE.COM.

The  Company's  goal  for  its  Internet  operations  is to build and operate an
entertainment  Web  site  featuring  new  musical  artists  and  to market those
artists'  music  and  related items on its proposed Web site.  The Company's Web
site  was  launched  in  a  Beta (test) format on January 15, 2000.  The Company
anticipates  that  the  site  will open for full operations in June 2000.  As of
March  31, 2000, the Company has not yet realized any material revenues from its
Web  Site  operations.

Liquidity  &  Capital  Resources

On September 7, 1999, the Company raised $500,000 through the sale of 10,000,000
shares  of the Company's "restricted" Common Stock at a price of $0.05 per share
and  $1,500,000  through  debt financing in the form of a $1,500,000 convertible
note  (the  "Note").  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,  2001.  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  May  15,  2000,  the Company has expended
approximately  $2,000,000 towards development of its business plan and continued
operations,  with  none  of  its  original  financing  remaining.  The  Company
currently  does  not  have  sufficient  funds  to fund ongoing operations and is
currently  in  negotiations  for additional debt financing to fund its immediate
needs.  No  assurances can be given however, that the Company will be successful
in  securing  such additional debt financing.  Failure to secure such funds will
have  a  material  adverse  effect  on  the  Company's  results  of  operations.

The  Company  intends  to  obtain  additional  financing through the sale of its
Common  Stock and plans on initiating a Private Placement for $5,000,000 through
the  sale  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  results  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,
2000  are  expected  to consist of development costs for the Company's Web site.
The  Company  expects  to  expend approximately an additional $1,500,000 towards
ongoing  development  of  its  Web  site.  The  Company  also  expects to expend
approximately  $75,000  towards purchase of additional computer equipment needed
for  the  planned  expansion  of  its  intended  Web  site.


                           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 that it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

ITEM  2  -  CHANGES  IN  SECURITIES

On  February  22,  2000, the Company issued an aggregate of 45,000 shares of its
"restricted"  Common  Stock  to  four accredited individuals in exchange for the
exclusive  rights  to  the  Miss  Beverly  Hills,  Miss Teen Beverly Hills, Mrs.
Beverly  Hills,  and  Mr.  Beverly  Hills  beauty  pageants. The issuance was an
isolated transaction not involving a public offering pursuant to Section 4(2) of
the  Securities  Act  of  1933.

On  February  29,  2000,  the Company acquired 100% of the outstanding shares of
Society  of  Economic  Assurance,  Inc., a Nevada corporation ("SEA") by issuing
200,000  shares  of  its  restricted common stock.  The issuance was an isolated
transaction  not  involving  a  public  offering pursuant to section 4(2) of the
Securities  Act  of  1933.

In  February  2000,  the  Company initiated a private offering of up to $500,000
worth  of the Company's "restricted" Common Stock including warrants to purchase
additional shares of the Company's Common Stock (a "Unit").  As of May 15, 2000,
the  Company  has  sold 5,000 Units shares resulting in net proceeds of $25,000.
The  issuances  were  offered  without  general  solicitation  or advertising to
unrelated  accredited  investors under Rule 506 of Regulation D and 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

     27.1  Financial  Data  Schedule

(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.

                             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.
                                          (Registrant)

                                          Date:  June  5,  2000

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