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

                                   FORM 10-KSB

     (Mark  One)

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

     For the fiscal year ended December 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. 0-28549


                                   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)

   5360 WILSHIRE BLVD., SUITE 406
      LOS ANGELES, CALIFORNIA                                   90010
(Address of Principal Executive Offices)                     (Zip Code)

                                 (310) 252-2256
                           (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  [   ]

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [ X ]

     State issuer's revenues for its most recent fiscal year.   $3,624

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)  $1,771,418

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.  21,313,147

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes  [   ]  No [ X ]


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<PAGE>



This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Financial  Information-Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations." Forward-looking statements also
include  statements  in  which words such as "expect,"  "anticipate,"  "intend,"
"plan,"  "believe,"  "estimate,"  "consider"  or  similar  expressions are used.

Forward-looking  statements  are  not  guarantees  of  future  performance. They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM 1 - DESCRIPTION OF BUSINESS

COMPANY  OVERVIEW

iLive,  Inc. ("iLive" or "the Company") is a Nevada Corporation headquartered in
Los  Angeles,  California.  The  Company  is  a  development  stage  Internet
entertainment media company that produces its own branded shows, music and other
original  and  sponsored  entertainment.

HISTORY  OF  THE  COMPANY

The Company was originally incorporated under the laws of the State of Nevada in
April  1987  as  Sandalwood  Corporation.  In 1988, Sandalwood sold its existing
operations and became inactive.  In November 1994, Sandalwood acquired Spaceplex
One.,  Inc.,  a New York corporation and changed its name to Spaceplex Amusement
Centers  International,  Ltd.  ("Spaceplex").  Spaceplex,  through  its
subsidiaries, engaged in the business of operating family amusement centers.  In
April  1996, Spaceplex filed for Chapter 11 bankruptcy proceedings.  As a result
of  those  proceedings,  Spaceplex  satisfied  all  outstanding debts and claims
utilizing  all  of  its  remaining  assets  and  discontinued  all  obligations.
Spaceplex was discharged from bankruptcy in April 1996.  In May 1996 the Company
changed  its name to Air Energy, Inc., and in December 1997, the Company changed
its  name  to  Powerhouse International, Inc.  From May 1996 until October 1999,
the  Company  was  inactive.  On September 30, 1999, the Company acquired all of
the  outstanding  common  stock  of  Asia  Pacific  Co, Ltd., a Nuie corporation
("Asia-Pacific")  in  exchange for 690,000 shares of the Company's Common Stock.
Asia-Pacific's  principal asset consists of a 64% ownership interest in 246 LLC,
a  California  limited  liability  corporation  d.b.a  Chasen's  ("Chasen's"), a
restaurant  located  in  Beverly  Hills,  California.  On  October 21, 1999, the
Company  changed  its name to iLive, Inc. to better reflect its current business
plan.

BUSINESS  OF  THE  ISSUER

iLive  is a development stage company which seeks to combine the fast growth and
entertainment  potential of the Internet with the strengths of traditional brick
and  mortar  theatres.  The  Company operates a broadcast entertainment Internet
destination  located at www.iLive.com.  iLive.com seeks to take advantage of the
infancy  of  the  Internet  media  marketplace  and  the  coming  convergence of
broadband  Internet  and  television.

The  Company  looks  to  act  as a promoter of events in various arenas focusing
initially  on  music.  iLive also intends to embark on an acquisition program to
purchase  and  roll-out  physical  brick  & mortar theaters.  iLive's plan is to
expand operations throughout the western United States. However, there can be no
assurances  that  iLive will be able to acquire additional theaters or that such
acquisition  will  be  on  terms  favorable  to  the  Company.

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<PAGE>
The  content which is obtained through the Company's promotional efforts will be
filmed,  edited  and  posted  on  the  Internet.  Viewers  will be able to watch
concerts,  boxing,  wrestling,  backstage interviews and even short infomercials
may  be  filmed  to  increase  ticket  and  merchandise  sales.

The  Company's  mission  is  to become an entertainment media company delivering
sports,  music,  and  events  both  in  live  theaters  and  on the Internet via
programming  offered 24 hours a day, 7 days a week.  Such content is expected to
generate revenue through theater ticket sales, event promotions, and merchandise
sales.  Internet  operations  are expected to generate revenue on a pay-per-view
business model, monthly subscriptions, or by charging the content provider (i.e.
for  corporate  training  etc  ).

On  February  22,  200, the Company purchased the domain and trademark rights to
the  Miss Beverly Hills Pageant, Miss Teen Beverly Hills, Mr. Beverly Hills, and
Miss  Black  Beverly  Hills.  On  October  15, 2000, the Company hosted the Miss
Beverly  Hills  Pageant  at the Beverly Hills Hotel in which approximately fifty
contestants competed for the right to be crowned the winner of the 2000 pageant.
Revenues generated from the first show were nominal and were derived solely from
ticket  sales.  In  the  future,  Management  believes  it can obtain additional
revenue  through  sponsorship  ,merchandise  sales,  Pay-Per-View  Internet
Broadcasting  as  well  as  appearance  fees  by  the  winners.

CUSTOMERS

The  Company  expects  distinct  customers  under each of its main business unit
categories:

1.     Website  customers.  Customers are expected to range from the audience of
third  party  content  providers  to  individuals  desiring to see the Company's
exclusive  niche  content  that  they  cannot  see  anywhere else.  All of these
customers  will  have access to the Internet and almost all will have broadband,
high-speed  Internet  connectivity.

2.     Event  customers.  Most  of  these  customers are expected to come to the
Company's  venues  primarily  for the entertainment factor of the specific event
they  will be attending.  However, a significant portion of these customers will
have  access to the Internet and may be motivated to go to the Company's website
to  view  the  event  and  "relive"  the  experience

3.     Streaming  Media Servicing Customers.  These customers are expected to be
primarily  businesses  that  need  assistance  with  their  streaming  media
capabilities  or  want to be a part of the Company's network of video-on-demand.

While  customers  of  the three business units vary, the Company plans to target
them  all  with  the focus of selling streaming video on its website, generating
name  brand  awareness,  or  developing  its  network of video-on-demand and its
streaming  media  expertise.

CURRENT  COMPETITION

To date, a large number of startups have focused on producing TV programming for
the  Web and distributing films over the Internet.  However, Management believes
the reason no company has yet to "make it" is that nobody is offering compelling
content  and  nobody  is  generating  revenue in producing that content offline.

For  example,  Broadcast.com,  an  Internet  site  owned by Yahoo and devoted to
streaming  content,  has  purchased  the  rights  to  movies produced by Trimark
Holdings.  Fans  of  the  Warlock  or  Leprechaun movie series are few, however.
Seattle-based  Atom  Films  owns 150 short movies that it posts for viewing over
the  Internet,  and  it  has  raised  millions  from  a solid list of investors.
Nevertheless, the company is still unable to charge money due to lack of traffic
and  streaming technology.  Broadcast.com suffers from the same problem and does
not  charge  viewers  to watch its movies.  Analysts predict that both companies
will  not  reach  profitability  for  quite  some  time.

Elsewhere,  in  the  last  year,  only  one  feature film has been available for
purchase  over the Internet:  Artisan Entertainment's Pi,  which was distributed
via  download.  Again,  the  content  lacked  pull  and  few  people  reportedly
downloaded  Pi.

The  Company  believes  that  there  is no company currently following a similar
business  model and concept. Nor have other companies "cracked the content nut".
The  Company  recognizes the two companies listed below as a potential threat to
the  Company, even though, at present, they focus only on offering movies and do
not  appear  to  have  compelling  content.

1.     Intertainer.  This  three-year-old  Los  Angeles startup plans to deliver
movies,  music and other forms of consumer entertainment over digital subscriber
line  (DSL)  and  cable-modem  networks.  The  company's service is currently in
trials  with  US  West  and  Comcast.

Critics  have raised questions about how Intertainer will make money and whether
its  service  will even work. The company's cofounders, Jonathan Taplin, Richard
Baskin,  and Jeremiah Chechik, all have important Hollywood "relationships", and
they  plan to use them to acquire a rich collection of content to store on their
servers:  Intertainer  will  offer  500  hours  worth  of  films,  TV shows, and
special-interest  titles  at  any  given  time,  with  20 percent of its content
updated  every  month.

                                        3
<PAGE>
Mr.  Barton,  a  seasoned  cable  TV  executive,  nevertheless  predicts  that
Intertainer will lose money by focusing on video demand and its apparent lack of
compelling  content.

2.     On2.com.  Since  1992, the company has developed streaming video software
that  it  licenses  to  Microsoft,  Sega,  and  smaller  video  game  and CD-ROM
companies.  It  recently  moved into the broadband content space and is planning
to  offer  movies,  games,  travel and education sites from the beginning of the
year.

While  On2.com  has raised 7 million in funding, it is not expecting to generate
serious  revenues  until 2001 and is unsure when it will become profitable.  The
business  model includes video advertising, like commercials seen on television,
rather  than  the  flat  banner  ads  that  Web  sites  currently  display.

By partnering with movie studios, travel companies, and game developers, On2.com
hopes  to  blend branded content with its own hosts, announcers and programming.
It  is  developing  Web  channels  for broadband-enabled consumers combining the
elements  of  television  with  the  interactivity  of  the  Internet.

THE  MARKETPLACE

The  Internet  gets redefined almost daily.  According to Forward Concepts there
are  approximately  500  million worldwide Internet users.  The Company believes
that  streaming  video is the future of Internet programming.  Its future on the
Internet  lies with the expansion of broadband connectivity. Internet television
will  grow as broadband and high-speed Internet connectivity grows.  The current
market  size  of  Internet  television,  which  is  approximately  10  million
households,  is  a  larger  addressable  market  than  many "regular television"
markets.  Yet,  Internet television usage has still only penetrated less than 2%
of  the  worldwide  Internet  market, and you have the emergence of an exploding
opportunity.

Dataquest estimates that the potential market for video-on-demand is $9 Billion,
or  $1  Billion  more  than  the  entire  market  for  video  rentals  in  1998.

EMPLOYEES

As  of  December  31,  2000  the Company employed 6 people on a full time basis.

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.

                                        4
<PAGE>
RISK  FACTORS

FUTURE  CAPITAL  NEEDS.  To  date  the Company's only source of revenue has been
derived  from  its restaurant operations.  However, since closing its restaurant
operations,  as  discussed  in  the  Company's prior filings, the Company has no
current  source  of  income  and  will  require additional financing in order to
develop its planned Internet operations.  The Company has extremely limited cash
liquidity  and  capital  resources.  Consequently,  the  Company's business plan
requires additional funding.   Any equity financings would result in dilution to
the  Company's then-existing stockholders.  Sources of debt financing may result
in  higher  interest  expense.  Any  financing,  if  available,  may be on terms
unfavorable to the Company.  If adequate funds are not obtained, the Company may
be  required  to  reduce  or  curtail  operations.

COMPETITION.   The  market  for  capital  and  financing  resources for emerging
growth  companies  is  marked  by numerous small, as well as large, competitors.
Additionally, the market for delivery of entertainment content over the Internet
is  new,  rapidly  evolving  and  intensely competitive, and the Company expects
competition  to  intensify further in the future.  Most of the Company's current
and  potential  competitors  have  longer  operating  histories, larger customer
bases,  greater brand recognition and significantly greater financial, marketing
and  other  resources.  Competitive  pressures  created  by  any  one  of  these
companies,  or  by the Company's competitors collectively, could have a material
adverse  effect  on  the Company's business, results of operations and financial
condition.

INTERNET RELATED RISKS.  The Company may be subject to federal, state, and local
laws  concerning  the  conduct  of  business  on the Internet.  Today, there are
relatively few laws specifically directed towards online services.  However, due
to  the increasing popularity and use of the Internet and online services, it is
possible  that laws and regulations will be adopted with respect to the Internet
or  online  services.

DIFFICULTY  OF  PLANNED  EXPANSION;  MANAGEMENT OF GROWTH.  The Company plans to
expand  its  level  of  operations.  The  Company's  operating  results  will be
adversely  affected  if net sales do not increase sufficiently to compensate for
the  increase  in operating expenses caused by this expansion.  In addition, the
Company's  planned  expansion  of operations may cause significant strain on the
Company's  management,  technical, financial and other resources.  To manage its
growth effectively, the Company must continue to improve and expand its existing
resources  and  management  information  systems  and  must  attract,  train and
motivate  qualified managers and employees.  There can be no assurance, however,
that  the  Company  will  successfully  be  able to achieve these goals.  If the
Company  is  unable  to manage growth effectively, its operating results will be
adversely  affected.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

iLive  currently  operates  at  5360  Wilshire  Blvd, Suite 406, Los Angeles, CA
90010.  On  December  1,  2000  the  Company entered into an oral month-to-month
lease  with  the  Company's  major  shareholder,  Street  Capital,  Inc.  for
approximately  3,000  square  feet in Los Angeles, CA.  This currently serves as
the  Company's  headquarters and administrative facility.  Pursuant to the terms
of  the  oral  lease,  the  monthly  rent  is  $2,000  per  month.

ITEM  3  -  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  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

                                        5
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET INFORMATION

The  following  table  sets  forth the high and low bid prices for shares of the
Company  Common  Stock  for the periods noted, as reported by the National Daily
Quotation  Service  and the Over-the-Counter Bulletin Board.  Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.  Prior to December 30, 1997, the Company's Common
Stock  was  quoted  under  the  symbol  ARNG.  Prior  to  October  26, 1999, the
Company's  Common  Stock  quoted under the symbol PHIC.  On October 26, 1999, in
conjunction  with  the  change  of  the  Company's  name  to  iLive., Inc.,  the
Company's Common Stock began quoted on the Over-the-Counter Bulletin Board under
the  trading  symbol  LIVE.



                                BID  PRICES
  YEAR     PERIOD              HIGH      LOW

 1997     First   Quarter     0.2813     0.0313
          Second  Quarter     0.3125     0.1250
          Third   Quarter     0.1250     0.0625
          Fourth  Quarter     0.0725     0.0725

 1998     First   Quarter     0.1563     0.0725
          Second  Quarter     0.1875     0.0825
          Third   Quarter     0.0625     0.0200
          Fourth  Quarter     0.0200     0.0200

 1999     First   Quarter     0.0200     0.0200
          Second  Quarter     0.0200     0.0200
          Third   Quarter     2.7500     0.6250
          Fourth  Quarter     2.2500     1.3800

2000      First Quarter       4.2500     1.1900
          Second Quarter      1.7500     0.4100
          Third Quarter       1.9400     0.3400
          Fourth Quarter      1.2500     0.1000

The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a market price of less than $5.00 per share, subject to certain exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has  (i) net tangible assets of at least
$2,000,000,  if  such  issuer  has been in continuous operation for three years,
(ii)  net  tangible  assets  of  at least $5,000,000, if such issuer has been in
continuous  operation for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years.  Unless an exception is available, the regulations require the
delivery,  prior  to  any  transaction  involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

NUMBER OF SHAREHOLDERS

The number of beneficial holders of record of the Common Stock of the Company as
of the close of business on March 31, 2001 was approximately 190.  Many of the
shares of the Company's Common Stock are held in a "street name" and
consequently reflect numerous additional beneficial owners.


                                        6
<PAGE>
DIVIDEND POLICY

To  date,  the  Company  has declared no cash dividends on its Common Stock, and
does  not expect to pay cash dividends in the near term.  The Company intends to
retain  future earnings, if any, to provide funds for operation of its business.

RECENT SALES OF UNREGISTERED SECURITIES

On  September  30,  2000,  the  Company  issued  6,000,000  common shares of its
"restricted"  common  stock  upon  conversion by Street Capital of the Company's
previously  issued  $1,500,000  note.  The  issuance was an isolated transaction
involving  a  public offering pursuant to Section 4 (2) of the Securities Act of
1933.

On  January  9,  2001  The  Company sold an aggregate of 1,000,000 shares of its
"restricted" common stock and warrants to purchase up to 1,000,000 shares of its
"restricted"  common  stock  in  two  "accredited"  investors,  resulting in net
proceeds  of  $250,000.  The  issuance  was an isolated transaction involving  a
public  offering  pursuant  to  Section  4  (2)  of  the Securities Act of 1933.
Subsequently,  however,  the Company and the two investors agreed to rescind the
sale  of  the  Company's  common  stock.

On  January  25,  2001,  pursuant  to  an Agreement for the Purchase and Sale of
Assets,  agreed to issue to Web Theatre, Inc., an Arizona corporation, 3,448,320
shares  of  its  "restricted"  Common  Stock  and  Warrants  to  purchases up to
3,448,320 shares of the Company's "restricted" common stock at an exercise price
of  $1.00 per share, in exchange for all of the assets of Web Theatre.  On March
25,  2001, however, the Company and Web Theatre agreed to rescind the agreement.

On  January  25,  2001, the "Company", pursuant to an Agreement for the Purchase
and  Sale  of  Assets,  agreed  to  issue  to  Webpayperview,  Inc.,  an Arizona
corporation,  4,307,771  shares of its "restricted" Common Stock and Warrants to
purchases  up  to 4,307,771 shares of the Company's "restricted" common stock at
an  exercise  price  of  $1.00  per  share, in exchange for all of the assets of
Webpayperview.  On March 25, 2001, however, the Company and Webpayperview agreed
to  rescind  the  agreement.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

CAUTIONARY  STATEMENTS:

This  Annual  Report  on Form 10-KSB 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 Annual 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 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 and components, 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 Annual 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 Annual 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.

The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Consolidated Financial Statements and related notes thereto
included  elsewhere  herein.  Historical results of operation, percentage margin
fluctuations  and  any trends that may be inferred from the discussion below are
not  necessarily  indicative  of  the  operating  results for any future period.

The Company's prior fiscal year ended December 31, 2000 is not indicative of the
Company's  current business plan and operations.  During the year ended December
31,  2000, the Company was focused on developing its business plan. 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.

                                        7
<PAGE>

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.

After  the  Company  discontinued  its  investment  in  246  LLC  dba  Chasen's
restaurant,  Management  attempted  to  acquire  all  of  the  assets of the Web
Theatre,  Inc.  and  Web Pay Per View.com, Inc.  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.  The  Company  is  currently  planning  to  acquire
alternative  brick-and-mortar  entertainment venues.  However, no assurances can
be made whether the Company will be successful in acquiring such assets on terms
favorable  to  the  Company.

Results  of  Operations  For  the  Year  Ended  December  31,  2000.

The  Company's results of operations for the prior fiscal year is not indicative
of  its  current  business plan and strategy.  During the Company's prior fiscal
year  ended  December  31,  2000,  the  Company  discontinued  operation  of its
restaurant  operations known as Chasen's.  As a result of the discontinuation of
its  restaurant  operations,  the  Company  incurred a one-time charge $914,904.
During  the  fiscal  year  ended  December  31,  2000,  the  Company focused its
attention  on  the development of its Web site and the production of content for
its  site.  In  furtherance of this, the Company acquired the rights to the Miss
Beverly  Hills  Beauty  Pageant  as  previously  discussed.

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.

Plan  Of  Operations  For  The  Company's  Web  Site  Ilive.Com.

The  Company's  goal  for  its  Internet  operations  is to seamlessly integrate
streaming  media  content  and  e-commerce  in  the  context of a global branded
network.  The  Company's  Web  site,  as  anticipated, was launched in the third
quarter.  As of December 31, 2000, the Company has not yet realized any material
revenues  from  its Web Site operations.  Plans call for the Company to continue
to  build  content  and  implement  a  subscription based model later next year.

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 September 30, 2000 the $1,500,000 note was converted by
the  holder  into  6,000,000  shares  of  common  stock.

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 $612,684 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.

As  of  December  31,  2000,  the  Company has expended approximately $1,300,000
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  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

                                        8
<PAGE>
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  financial  statements  (beginning  on  page  F-1) 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.

ITEM  7  -  FINANCIAL  STATEMENTS

The  consolidated  financial statements and corresponding notes to the financial
statements  called  for by this Item appear under the caption Index to Financial
Statements  (Page  F-1  hereof).

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

There have been no disagreements between the Cacciamatta Accountancy Corporation
and  Management  of the type required to be reported under this Item 3 since the
date  of  their  engagement.





                                        9
<PAGE>
                                    PART III

ITEMS  9  -  DIRECTORS,  EXECUTIVE  OFFCIERS,  PROMOTERS  AND  CONTROL  PERSON;
COMPLIANCE  WITH  SECTION  16  (A)  OF  THE  EXCHANGE  ACT

The  following  table sets forth the names and ages of the current directors and
executive  officers of the Company, the principal offices and positions with the
Company  held  by  each  person  and  the  date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually  by the Board of Directors. The directors serve one year terms
until  their  successors  are elected. The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
There  are  no  family  relationships between any of the directors and executive
officers.  In  addition,  there  was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was selected
as  an  executive  officer.

Name                               Age    Positions

Scott  Henricks                    29     President,  CEO,  Director

EXECUTIVE  OFFICERS:

SCOTT  HENRICKS,  is  currently the Company's President, CEO, and a Director and
was  one  of  the  founders of the Company. From 1996 to 1999 Mr. Henricks owned
Wall  Street, Inc. an Investment Banking company. His company focused on helping
build  strategic relationships, and business development for emerging companies.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies  of  all Section 16(a) forms they file. To the Company's knowledge, based
solely  on  the  review  of  copies of such reports furnished to the Company and
written  representations  that  no  other reports were required, the Company has
been  informed  that  all  Section  16(a)  filing requirements applicable to the
Company's  officers,  directors  and  greater than ten percent shareholders were
complied  with.

ITEM  10  -  EXECUTIVE  COMPENSATION

On  April  1,  2000,  the  Company  entered  into  an  oral, at-will, employment
agreement  with  Scott  Henricks,  the  Company's  Director  of  Development and
Director,  whereby the Company will pay Mr. Henricks an annual salary of $60,000
beginning  in  May,  2000.  The  agreement  also requires the Company to provide
health  benefits  to  Mr.  Henricks and his family and to allow Mr. Henricks the
opportunity  to  participate in the Company's retirement, stock option and bonus
plans  as  they  may  be  established.

                                       10
<PAGE>
SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered  in  all capacities for the years ended December 31, 2000 and
1999,  and  1998.  Other than as set forth herein, no executive officer's salary
and  bonus  exceeded  $100,000  in  any  of  the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.


<TABLE>
<CAPTION>
                             Annual Compensation                              Long Term Compensation
                             -------------------                              -----------------------
                                                                          Awards                     Payouts
                                                                          ------                     -------
                                                                        RESTRICTED SECURITIES
NAME AND                                                   OTHER ANNUAL   STOCK    UNDERLYING    LTIP      ALL OTHER
PRINCIPAL                           SALARY        BONUS    COMPENSATION   AWARDS    OPTIONS     PAYOUTS   COMPENSATION
POSITION               YEAR          ($)           ($)         ($)         ($)        (#)         ($)          ($)
-----------------  ------------  -----------  -------------  --------  ----------   --------  ---------    ------------
<S>                    <C>           <C>           <C>         <C>         <C>        <C>         <C>          <C>
Scott Hendricks
(President &
 CEO)                  2000          60,000*       -0-         -0-         -0-        -0-         -0-          -0-
                       1999           0            -0-         -0-         -0-        -0-         -0-          -0-
                       1998           0            -0-         -0-         -0-        -0-         -0-          -0-


</TABLE>

*Includes  $20,000  in  accrued  but  unpaid  salary.


<TABLE>
<CAPTION>
                            OPTION GRANTS IN YEAR
                            ENDED DECEMBER 31, 2000
                              (INDIVIDUAL  GRANTS)

                         NUMBER OF    PERCENT
                         SECURITIES   OF TOTAL
                         UNDERLYING   OPTIONS
                         OPTIONS      GRANTED    EXERCISE
                         GRANTED      TO ALL     PRICE      EXPIRATION
NAME                       (#)        EMPLOYEES  ($/SH)         DATE
<S>                       <C>           <C>       <C>         <C>
Scott Hendricks            0            n/a       n/a         n/a

</TABLE>

<TABLE>
<CAPTION>
                                AGGREGATED OPTION/SAR EXERCISES IN YEAR
                                         ENDED DECEMBER 31, 2000
                                AND DECEMBER 31, 2000 OPTIONS/SAR VALUES
                                AND OPTION VALUES AS OF DECEMBER 31, 2000


                          SHARES                   NUMBER OF UNEXERCISED SECURITIES   VALUE OF UNEXERCISED
                        ACQUIRED ON                             UNDERLYING OPTIONS         IN-THE-MONEY OPTIONS
                         EXERCISE      VALUE REALIZED     AT DECEMBER 31, 1999       AT DECEMBER 31, 1999 ($)
NAME                        (#)             ($)         EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
----------------------  ------------  ---------------  -------------------------   --------------------------
<S>                         <C>             <C>                  <C>                           <C>
Scott Hendricks              0              n/a                  n/a                          n/a


</TABLE>


COMPENSATION  OF  DIRECTORS

Currently,  Directors  do  not  receive  any  compensation  for  their services.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth, as of March 31, 2001, certain information with
respect  to  the  Company's equity securities owned of record or beneficially by
(i)  each  Officer  and  Director  of  the  Company;  (ii)  each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>
<S>                <C>                                   <C>                <C>

                   Percent of
Title of Class     Beneficial Owner                 Number of Shares   Outstanding
-----------------  --------------------------       -----------------  ------------
                   Scott Hendricks(1)
                   5360 Wilshire Blvd, Suite 406,
Common Stock       Los Angeles, California                  1,000,000          4.69%

                   Albert Aimers(2)
                   5360 Wilshire Blvd, Suite 406,
Common Stock       Los Angeles, California                  6,500,000         30.50%

                   Street Capital
                   5360 Wilshire Blvd, Suite 406,
Common Stock       Los Angeles, California                 14,500,000         68.00%

                   All Directors and Officers as a Group    1,000,000          4.69%
Common Stock       (1 persons)


</TABLE>

(1)  Denotes  shares  held  in  the  name  of  Street  Capital,  Inc.,  a Nevada
corporation.  Scott  Henricks  is  the  President  and  sole  director of Street
Capital,  Inc.

(2)  Denotes  shares  held  in  the  name  of  Street  Capital,  Inc.,  a Nevada
corporation.  Mr.  Aimers  is  the  majority shareholder of Street Capital, Inc.

The  Company  believes  that  the  beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 1, 2000, the Company issued a Convertible Note of up to $1,500,000 to
Street  Capital,  Inc.  Mr.  Henricks,  the  Company's  current sole officer and
director  is  the  President and a director of Street Capital, Inc.  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  $612,684  against  the  Note.

On  December  1, 2000 the Company entered into an oral month-to-month lease with
the  Company's  major  shareholder, Street Capital, Inc. for approximately 3,000
square  feet  in  Los  Angeles,  CA.  Mr.  Henricks,  the Company's current sole
officer  and  director  is  the President and a director of Street Capital, Inc.
This currently serves as the Company's headquarters and administrative facility.
Pursuant  to  the terms of the oral lease, the monthly rent is $2,000 per month.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

EXHIBIT NO.    DESCRIPTION

     2.1*      Stock Exchange Agreement between iLive, Inc. and the shareholders
               of Society of Economic
               Assurance, Inc., dated February 29, 2000.

     3.1*      Restated Articles of Incorporation of iLive, Inc. filed on
               December 29, 1999.

     3.2*      Bylaws of the Company

    23.1       Consent of Cacciamatta Accountancy Corporation

(B)  REPORTS  ON  FROM  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  February  9,  2001,  the  Company  filed  a Current Report on Form 8-K dated
February  9, 2001 reporting its acquisition of The Web Theatre, Inc., an Arizona
corporation  and  WebPayPerView.com,  Inc.,  an  Arizona  corporation.


                                 SIGNATURES

Pursuant  to  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.

                                             /s/  Scott  Henricks
                                             -------------------------
                                             By  Scott  Henricks
                                             President, CEO, and CFO


                                             Dated:  April 16, 2001



In  accordance  with the Exchange Act, this report has been signed below by the
following  persons  on  behalf  of the registrant and in the capacities and on
the dates indicated


Signature                                     Capacity     Date
--------------------------------------------------------------------------------

/s/ Scott Henricks                            Director     April  16,  2001
____________________________
Scott Henricks


                                       11
<PAGE>




                          ILIVE, INC. AND SUBSIDIARIES

                        Consolidated Financial Statements

                                December 31, 2000


INDEX  TO  FINANCIAL  STATEMENTS                                     Page

Report  of  Independent  Auditors                                    F-1

Consolidated  balance  sheet  at  December  31,  2000                F-2

Consolidated statements of operations for the years ended
 December 31, 2000 and 1999                                          F-3

Consolidated statements of cash flows for the years ended
December  31,  2000  and  1999                                       F-4

Consolidated statements of shareholders' equity for the
years ended December 31, 2000 and 1999                               F-5

Notes  to  consolidated  financial  statements                       F-6







<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The  Board  of  Directors  and  Shareholders
iLive,  Inc.

We  have  audited the accompanying consolidated balance sheet of iLive, Inc. and
Subsidiaries  (the  "Company")  as  of  December  31,  2000,  and  the  related
consolidated  statements of operations, stockholders' deficit and cash flows for
each  of  the  years  in  the  two-year  period  ended December 31, 2000.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are  free  of  material  misstatement.  An audit includes, on a test
basis,  examination  of  evidence  supporting the amounts and disclosures in the
financial  statements.  An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  consolidated  financial  statement  presentation.  We
believe  that  our  audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the financial position of iLive, Inc. and
Subsidiaries  as  of  December 31, 2000, and the results of their operations and
their cash flows for each of the years in the two-year period ended December 31,
2000  in  conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed in Notes 2 and
8  to  the  consolidated  financial  statements,  the  Company's operations were
discontinued in July 2000 and its liabilities exceed its assets by $2,800,000 at
December 31, 2000.  These conditions raise substantial doubt about the Company's
ability  to  continue  as  a  going concern.  Management's plans regarding those
matters  are also described in Note 8.  The consolidated financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



                                         /s/ CACCIAMATTA ACCOUNTANCY CORPORATION

Irvine,  California
April 2, 2001

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                         ILIVE, INC. AN SUBSIDIARIES
                         Consolidated Balance Sheet




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

CURRENT ASSETS                                            $           -

EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $17,434            90,699

BEAUTY PAGEANT RIGHTS                                           100,150
                                                          -------------
                                                          $     190,849
                                                          =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

  Notes payable                                           $     490,123
  Accounts payable                                              823,191
  Accrued interest                                              360,370
  Accrued payroll and related taxes                             375,816
  Other accrued expenses                                        328,239
                                                          -------------
    Total current liabilities                                 2,377,739
                                                          -------------
NOTE PAYABLE - STOCKHOLDER                                      612,684
                                                          -------------
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                                  3,931,147
  Accumulated deficit                                        (6,752,034)
                                                          -------------
    Total stockholders' deficit                              (2,799,574)
                                                          -------------
                                                          $     190,849
                                                          =============


The accompanying notes are an integral part of these financial statements

</TABLE>



                                      F-2
<PAGE>

                         ILIVE, INC. AN SUBSIDIARIES
                      Consolidated Statement of Operations


<TABLE>
<CAPTION>


                                            YEAR ENDED DECEMBER 31,
                                         --------------------------
                                              2000          1999
                                         -----------   ------------
<S>                                      <C>           <C>
NET SALES                                $     3,624   $         -

COSTS AND EXPENSES:
  Cost of sales                               81,681             -
  Website development and hosting            206,665       203,630
  General and administrative               1,138,234       298,797
  Depreciation expense                        14,933         2,500
  Interest                                   746,012        14,668
                                         -----------   ------------
                                           2,187,525       519,595
                                         -----------   ------------
  Loss from continuing operations         (2,183,901)     (519,595)

DISCONTINUED OPERATIONS:
  Loss from operations  (no tax effect)     (487,302)   (1,987,533)
  Loss on disposal (no tax effect)          (427,602)            -
                                         -----------   ------------
  Loss from discontinued  operations        (914,904)   (1,987,533)
                                         -----------   ------------
NET LOSS                                 $(3,098,805)  $(2,507,128)
                                         ===========   ============
BASIC AND DILUTED LOSS PER SHARE:
  Loss from continuing operations        $     (0.13)  $     (0.06)
                                         ===========   ============
  Loss from discontinued operations      $     (0.05)  $     (0.25)
                                         ===========   ============
  Net loss                               $     (0.18)  $     (0.31)
                                         ===========   ============

BASIC AND DILUTED WEIGHTED AVERAGE
 NUMBER OF SHARES OUTSTANDING             16,769,814     8,093,008
                                         ===========   ============


The accompanying notes are an integral part of these financial statements

</TABLE>

                                      F-3
<PAGE>

                         ILIVE, INC. AN SUBSIDIARIES
                Consolidated Statement of Stockholder's Deficit
                    Years Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>

                                                         COMMON STOCK
                                               -------------------------------------                                    TOTAL
                                                 NUMBER OF               AMOUNT        ADDITIONAL     ACCUMULATED   STOCKHOLDERS'
                                                  SHARES       PER SHARE        TOTAL PAID-IN CAPITAL   DEFICIT        DEFICIT
                                               -----------     ---------  ----------- ---------------   -----------   -----------
<S>                                             <C>            <C>        <C>         <C>               <C>           <C>
BALANCE, DECEMBER 31, 1998                       4,363,147                $     4,363  $    1,141,738   $(1,146,101)  $         -

 Common stock issued for cash                   10,000,000          0.05       10,000         490,000             -       500,000

 Acquisition of Asia Pacific Co., LTD              690,000          0.11          690          73,919             -        74,609

 Net loss                                                -             -            -               -    (2,507,128)   (2,507,128)
                                               -----------     ---------  ----------- ---------------   -----------   ------------
BALANCE, DECEMBER 31, 1999                      15,053,147             -       15,053       1,705,657    (3,653,229)   (1,932,519)

 Debt conversion                                 6,000,000          0.25        6,000       1,494,000             -     1,500,000

 Common stock issued for cash                       15,000          1.67           15          24,985             -        25,000

 Common stock isssued in exchange for license       45,000          1.67           45          75,105             -        75,150

 Common stock isssued to acquire business          200,000             -          200            (200)            -             -

 Contributed capital - salary                            -             -            -          20,000             -        20,000

 Intrinsic value of beneficial conversion feature        -             -            -         611,600             -       611,600

 Net loss                                                -             -            -               -    (3,098,805)   (3,098,805)
                                               -----------     ---------  ----------- ---------------   -----------   -----------

BALANCE, DECEMBER 31, 2000                      21,313,147             -  $    21,313  $    3,931,147   $(6,752,034)  $(2,799,574)



                         The accompanying notes are an integral part of these financial statements

</TABLE>

                                      F-4
<PAGE>
                         ILIVE, INC. AN SUBSIDIARIES
                    Consolidated Statement of Cash Flows


<TABLE>
<CAPTION>


                                                               YEAR ENDED DECEMBER 31,
                                                             -------------------------
                                                                 2000          1999
                                                             -----------   -----------
<S>                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                  $(3,098,805)  $(2,507,128)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
      Loss from discontinued operations                          914,904     1,987,533
      Depreciation                                                14,933         2,500
      Contributed capital - salary                                20,000             -
      Intrinsic value of beneficial conversion feature           611,600             -
   Change in assets and liabilities:
      Miss Beverly Hills License                                 (25,000)            -
      Accrued interest                                           129,217        14,668
      Accounts payable                                           116,305        55,351
      Accrued expenses                                            45,001         4,464
                                                             -----------   -----------
         Net cash used by operating activities                (1,271,845)     (442,612)
                                                             -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Asia Pacific Co., LTD                                 -        75,180
  (Advances to) repayments from stockholder                       85,641       (85,641)
  Purchase of equipment                                          (66,932)      (41,200)
                                                             -----------   -----------
         Net cash provided (used) by investing activities         18,709       (51,661)
                                                             -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of debt                                 113,500             -
  Advances from stockholder                                    1,425,954       685,952
  Issuance of  common stock                                       25,000       500,000
                                                             -----------   -----------
         Net cash provided by financing activities             1,564,454     1,185,952
                                                             -----------   -----------
Cash used by discontinued operations                            (311,318)     (691,679)
                                                             -----------   -----------
Net increase in cash                                                   -             -

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

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

SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES:

  Acquistion of Asia Pacific Co., LTD for 690,000 shares
   of common stock valued at $74,609:
      Fair value of assets acquired, including $75,180 cash  $         -   $ 2,084,559
                                                             ===========   ===========
      Fair value of liabilities assumed                      $         -   $(1,934,770)
                                                             ===========   ===========
      Common stock issued                                    $         -   $   (74,609)
                                                             ===========   ===========
      Acquisition of license for common stock                $    75,150   $         -
                                                             ===========   ===========
      Conversion of debt to common stock                     $ 1,500,000   $         -
                                                             ===========   ===========

Cash paid for:
  Interest                                                   $         -   $    25,712
  Income taxes                                               $       800   $       800


         The accompanying notes are an integral part of these financial statements

</TABLE>
                                      F-5
<PAGE>
                          ILIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Presentation

The  accompanying  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 July 2000, operations of the
restaurant  were  discontinued  and  all  restaurant  assets  were  abandoned.

On  February  17,  2000  the  Company acquired 100% of the outstanding shares of
Society  of  Economic  Assurance, Inc. ("SEA"), a Nevada corporation  by issuing
200,000 shares of its 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 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.



                                      F-6
<PAGE>
                          ILIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Cash  and  equivalents

For  purposes  of  the  statement  of  cash flows, cash equivalents include time
deposits,  certificates  of  deposit and all highly liquid debt instruments with
original  maturities  of  three  months  or  less.

Long  lived  assets

Equipment  is  stated  at  cost, less accumulated depreciation.  Depreciation is
provided over the assets' estimated useful lives of 3-5 years using the straight
line  method.

Beauty  pageant  rights  are  stated  at cost and include the names Miss Beverly
Hills, Miss Teen Beverly Hills, Mrs. Beverly Hills, and Mr. Beverly Hills, among
others.  These  rights  have  no  expiration  date.

Long-lived  assets  are  reviewed  for  impairment whenever events or changes in
circumstances  indicate  that  their  carrying  amount  may  not be recoverable.
Impairment  is  necessary  when  the  undiscounted  cash  flows  estimated to be
generated  by  the  asset  are  less than the carrying amount of the asset.   No
restaurant assets existed at December 31, 2000.  Impairment of restaurant assets
of  $1,603,622  in  1999 is included in loss from discontinued operations in the
consolidated  statements  of  operations.

Revenue  recognition

Revenues  are  recognized  when  the  events  are  held.

Advertising  and  promotional  costs

Costs  of  advertising  and promotion are expensed as incurred.  Such costs were
$16,471  in  2000  and  $14,810  in  1999.

Income  taxes

Deferred  taxes are accounted for using an asset and liability approach, whereby
deferred  tax  assets  are  recognized  for deductible temporary differences and
operating  loss  carryforwards  and  deferred tax liabilities are recognized for
taxable  temporary  differences.  Temporary  differences  are  the  differences
between  the  reported  amounts  of  assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will  not  be  realized.  Deferred  tax  assets and liabilities are
adjusted  for  the  effects  of  changes  in  tax  laws and rates on the date of
enactment.


                                      F-7
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000




1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Minority  interests

Minority interests representing the 36% of 246 LLC not owned by the Company were
allocated  losses  only  up  to  their  initial  capital  contributions as these
investors  have  no  obligation  to  provide  additional  capital.

Basic  and  diluted  net  loss  per  share

Basic EPS is calculated using income available to common stockholders divided by
the  weighted average of common shares outstanding during the year.  Diluted EPS
is  similar  to  Basic  EPS  except  that  the weighted average of common shares
outstanding  is increased to include the number of additional common shares that
would  have  been  outstanding  if the dilutive potential common shares, such as
options,  had  been  issued.  The  treasury  stock  method  is used to calculate
dilutive  shares which reduces the gross number of dilutive shares by the number
of  shares purchasable from the proceeds of the options assumed to be exercised.

The  effect  of  the potentially dilutive convertible debt (6,000,000 shares) is
not  included in the computation of diluted loss per share, since to do so would
have  been  anti-dilutive.  Therefore,  basic and diluted net loss per share are
the  same.

Use  of  estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts and disclosures.  Accordingly, actual results
could  differ  from  those  estimates.

Fair  value  of  financial  instruments

The  fair value of financial instruments, consisting primarily of notes payable,
is  based  on  interest  rates available to the Company and comparison to quoted
prices  and  approximates  carrying  values.





                                      F-8
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


2.     DISCONTINUED  OPERATIONS

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

Revenues  and  loss  from  discontinued  operations included in the Consolidated
Statements  of  Operations  are  as  follows:


                   2000          1999
             ------------   -------------
  Revenues   $   701,000    $     826,614

  Loss       $  (914,904)   $  (1,987,533)


Management  has  entered  into  preliminary  negotiations  for  the sale of Asia
Pacific,  whose  assets  and  liabilities  at  December 31, 2000 are as follows:


 Assets                              $          -
                                     ============
 Liabilities:
   Notes payable                     $    376,623
   Accounts payable                       651,535
   Accrued interest                       216,485
   Accrued payroll and related taxes      375,816
   Other accrued expenses                 278,775
                                     ------------
                                     $  1,899,234
                                     ============


3.     NOTES  PAYABLE

Notes  payable  consist  of  unsecured  demand  notes  with  interest  at  10%.

4.     NOTE  PAYABLE  -  STOCKHOLDER

Note  payable  -  stockholder  consists of a $1,500,000 convertible note payable
with  principal  and  12%  interest due on or before March 7, 2002.  The note is
convertible  at  the  holder's  election  into  a maximum of 6,000,000 shares of
common  stock  at  $0.25  per  share.  Accrued  interest  on these notes totaled
$143,885 at December 31, 2000.  In addition, the $611,600 intrinsic value of the
beneficial  conversion  feature  is  included in interest expense and additional
paid-in  capital  in  the  accompanying  financial  statements.




                                      F-9
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


5.     INCOME  TAXES

     The  Company  recognizes  deferred tax assets and liabilities for temporary
differences  between  the  financial  reporting  and tax bases of its assets and
liabilities.  Deferred  tax  assets  are  reduced  by a valuation allowance when
deemed  appropriate.

The  income  tax  benefits  of  $995,000  in 2000 and $321,000 in 1999 have been
offset  by  valuation  allowances  of  equal  amounts.

At December 31, 2000 the Company has federal net operating loss carryforwards of
$4,812,000  that  can  be  utilized  to  offset  future  taxable  income.  These
carryforwards  expire  beginning  2018  through  2020.

As  of  December 31, 2000, no federal or state income tax returns have ever been
filed  for Asia Pacific.  Management does not expect any unpaid tax liability to
be  material.

6.     COMMON  STOCK

On  September  7,  1999,  the Company 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.

On  September  7,  1999,  the  Company  issued  a 12% Convertible Debenture (the
"Debenture")  to  a  stockholder  at  $1,500,000 face value maturing on March 7,
2001.  The  Debenture is immediately convertible into the Company's common stock
at  $0.25.  During  September  2000,  the Debenture was converted into 6,000,000
shares  of  the  Company's  common  stock.

In  February 2000, the Company initiated a private offering of up to $500,000 of
the  Company's  common.  stock   In  May, 2000 the Company sold 15,000 shares at
$1.67  in  connection  with  its  offering.

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.  For  accounting  purposes,  the  SEA
acquisition  was  treated  as  a  recapitalization.

On  February  22,  2000,  the  Company acquired the exclusive rights to the Miss
Beverly  Hills,  Miss  Teen  Beverly  Hills , Mrs. Beverly Hills and Mr. Beverly
Hills  beauty  pageants The Company recorded the rights at the fair value of the
asset  received which totaled $100,150.  In exchange for the rights, the Company
paid  cash  of  $25,000  and  issued 45,000 shares of its common stock at $1.67.



                                      F-10
<PAGE>

                          ILIVE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


7.     COMMITMENTS  AND  CONTINGENCIES

Lease  obligations

The  Company  leases  office  space  for $2,000 per month under a month to month
operating  lease  from  a  stockholder  of  the  Company.

8.     GOING CONCERN

At  December 31, 2000, the Company has current obligations of approximately $2.4
million.  In  order  to  proceed  with  its  2001  business  plan,  the  Company
anticipates  additional  capital  and  marketing  expenditures to total $550,000
consisting  of  the  following:  $100,000  toward  ongoing Web site development,
$200,000 for Web site content, $100,000 for computer equipment, and $150,000 for
marketing.  While  the  Company  has the ability to borrow additional amounts on
the  note payable from stockholder, it will still need to raise additional funds
either  through  additional debt or equity financings.  However, there can be no
assurances  that  the  Company  will  be  able to complete the private offering.
Failure  to  raise  additional  funds will have a material adverse effect on the
Company's  plan  of  operations.

9.     SUBSEQUENT  EVENT

On  January 25, 2001 the Company completed the acquisitions of Web Theatre, Inc,
and  Web Pay Per View.com, Inc. The Web Theatre is a 2000 seat venue in Phoenix,
Arizona.  Pursuant  to  terms  of  the purchase agreements the Company agreed to
issue  7,756,091  shares  of  its  common stock and Warrants to purchase up to a
maximum  of 7,756,091 shares at an exercise price of $1.00.  In exchange for the
issuance  of  its  common  stock,  the  Company  acquired  certain  assets  and
liabilities of Web Theatre and Web Pay Per View.  On March 30, 2001, all parties
mutually  agreed  to  rescind  the  transaction.




                                      F-11
<PAGE>