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, 1999

     [    ]   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

     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.  [    ]

     State issuer's revenues for its most recent fiscal year.   $862,614

     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.)  $3,933,878

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.  15,398,334

                       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 ]


<PAGE>



                                     PART  I

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
Beverly  Hills,  California.  The  Company  is  an  Internet  based  online
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, 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.

<PAGE>

     -  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  their  performances  played  over  iLive's  Web  site

CHASEN'S  /  THE  JOCKEY  CLUB

Currently,  the  Company's  "hard  asset"  traditional  business is comprised of
Chasen's  / The Jockey Club, a restaurant located in the heart of Beverly Hills.
The  Company, through its wholly-owned subsidiary, Asia Pacific, a Niue company,
owns  a  64%  interest in 246 LLC, a California limited liability company d.b.a.
Chasen's.  Since completing this acquisition of 246 LLC, the Company has decided
to  divest  itself  of  its  restaurant  operations  either  in  the  form  of a
restructuring  or  an  outright  sale.  The  Company intends to focus all of its
efforts  towards  the  development  of  its  Internet  operations.

ILIVE.COM

The  Company  plans  for  its  website  to  encompass  the  following  features:

-  MP3/video  archive  and  live  online  events

-   A comprehensive  entertainment  destination  focusing  on  broadband  and
    e-commerce

-   Original  and  sponsored  entertainment,  television  style  interactive
    interviews, concerts and high-end products available for purchase and
    auction.

-   Membership  influenced  artist  development

-   Character  driven  content

-   Extensive  customer  loyalty  programs  to  attract  and keep user attention

-   Monthly  CD-Rom magazine with music and videos featuring iLive entertainment

-   E-commerce,  CD  sales,  artist  paraphernalia,  concert tickets and auction
    items

-   "Vortal" (vertically integrated portal) style reporting on the entertainment
    industry

-   Partnerships  or acquisitions of other like-minded entertainment properties.

<PAGE>

The  Company  intends  to  launch  in  two  phases.  Phase I (which is currently
operational  in  test  form)  offers  a  full featured record label package. The
Company  views  this initiative as a means to quickly build an audience which it
will usher and introduce  to  the  iLive  Network  (Phase  I).

Phase  I:  iLive  Music  and  Online  Launch:

During this phase, the Company plans to launched iLive.com as a music site.  The
site  is  intended  to  be  a  place  where  independent  and  signed  bands can
upload/self-publish  (with  iLive  editorial  approval)  bios,  music  and  fan
information.  The  consumer  is  able  to download the bands music in MP3 format
and/or  Real  Media  format,  vote  on  their favorite properties, get music and
entertainment  news,  see  live  or  VOD  (video-on-demand,  similar  to a video
jukebox)  concerts  and  interviews.

Music  is  a well recognized Internet business strategy that the Company intends
to  use  to  aggregate  content  and  market share in one of the most accessible
Internet  entertainment spaces, music.  During this phase the Company also plans
to  negotiate  the  acquisition  of  and  begin  production on proprietary video
entities,  presented  in Internet television and movie format.  The intent is to
leverage  this  media  and  market  foothold  and  move  into  phase  two.

Phase  Two:  The  iLive  Network:

Building  on  the  efforts  of phase one, the Company should be in a position to
develop  iLive.com  TM  into  an  entertainment incubator, directing any and all
demographics  into  selected  iLive properties.  Using the television model, the
Company plans to develop/script iLive characters that produce music, movies, and
television.  The  properties  that  the  characters  are  associated  with, thus
creating  a  character  driven  network and an entertaining delivery of Internet
entertainment.

To  technically  develop  this  concept, iLive plans to research and most likely
partner  with  and/or  hire  writers,  and  cross-media  producers.  The Company
believes  that this approach has the ability to revolutionize the way people are
entertained  via  interactive  media.  The  Company  is  currently  developing a
complete  revenue  model  based  on  the impact that a character driven Internet
entertainment  network  will  have  on  the  interactive  industry.

MARKET  DESCRIPTION

The  Internet  has  grown  rapidly  in recent years, spurred by simple, low-cost
Internet  access, inexpensive multimedia computers and easy-to-use web browsers.
The  user  experience  has  been  enhanced  by several technological innovation,
yielding multimedia capabilities such as streaming audio and video, and creative
text  animations.

The  development  of  streaming media products by Microsoft and RealNetworks has
made  simultaneous  transmission  and playback a reality.  Continuous streams of
audio  and  video  can  be  delivered  over widely-used 28.8 kb narrow bandwidth
modems,  and  will  take  advantage  of higher bandwidth access ("broadband") to
produce  audio  and  video  as faster modems (56 kb) and cable and ISDN delivery
systems  become  more  widely  accepted.

Traditional  television  and  radio broadcasters are limited in their ability to
identify  real-time listeners.  The Company, as an Internet broadcaster, expects
to  be  able  to  target a geographically dispersed audience at a relatively low
cost.  In  addition,  Internet  broadcasters  can  provide  highly  specific
information  about  a  program's audience to content providers, advertisers, and
users  of  Internet  business  services.

The  desire of many users to communicate and interact with others having similar
tastes  and  interests  has  spurred the growth of virtual Internet communities.
Communities  serve  an  important  function  because they create a virtual "town
square"  where  users  can  meet and exchange ideas. Communities also play a key
role  in  the  development  of  online  commerce  by  providing  advertisers and
businesses  with  a  means  to  identify and target groups of users with desired
traits

The  Internet  has  the potential to replace certain categories of retail stores
and distribution methods by linking consumers directly to wholesale distribution
channels  that  provide  selection, convenience and competitive pricing.  Online
retailers  typically  offer  products  and  services  that  can be described and
shipped  easily  and  do  not  require  the  consumer's physical presence. These
products  include CDs, books, videocassettes and computer software. The Internet
offers  the  opportunity  for  a  retailer with a single location or web site to
inexpensively  develop  one-to-one  relationships  with  customers  worldwide.


<PAGE>

The  development  of streaming media, a technology that permits the simultaneous
transmission  and  playback of digitized audio and video, allows the Internet to
broadcast  music,  information,  advertising and other content to Internet users
worldwide.  Because  audio  streams  are  transmitted  in  digitized  form  over
telephone  lines, they are unaffected by atmospheric or structural barriers.  As
bandwidth  increases,  Internet  audio quality is expected to improve and become
even better than, traditional broadcast radio. Advertisers who buy time or space
on  Internet audio broadcasts can typically expect a more targeted audience with
the  potential  for  immediate,  impulse  purchases.

By launching as a 24-hour live Internet entertainment site, the Company hopes to
position  itself  to  capitalize  on  the  audio  and video capabilities of this
growing  broadcast  medium.

The  Company  is  focusing  its  efforts  and resources on music content that is
compelling  to  the 11-34 age bracket.  According to the RIAA, approximately 40%
of  all  recorded music sales over the last four years were to customers who are
under  25  years of age.  The Company believes that those who are most likely to
be  early  adopters  of purchasing music through the Internet are in the 11 - 34
age bracket.  For example, according to Jupiter Communications, a media research
firm, college students represent 34% of all Internet users.  Strategic Marketing
Communications states that there are approximately 15.0 million college students
in  the  United  States,  83%  of  who  use  the  Internet  regularly.

In  addition,  90%  of universities in the United States provide free high-speed
Internet  access  to  their students and faculty community in dormitories, study
areas,  computer  labs,  and  offices;  this means there is no barrier to market
entry  for  the remaining 17%.  Management believes that the Internet presents a
significant  opportunity  for  the  rapid  and  cost-effective  distribution  of
recorded  music.

Due  to  the  emerging  technologies  of MP3 and SDMI (the "Secure digital Music
Initiative"),  consumers are now using their computers to play music.  Dataquest
estimates  that  in 1998, 30% of U.S. households had multimedia PCs with a sound
card,  speakers  and  either  a  CD or DVD drive.  Consumers can now play CDs on
their  computers with the ease and fidelity formerly associated only with stereo
systems.

SDMI  intends  to bring together the worldwide recording industry and technology
companies  to  develop an open, interpretable architecture and specification for
digital  music  security.  The  hope  is  to  answer  demand  for  convenient
accessibility to quality digital music, enable copyright protection for artists'
work,  and enable technology and music companies to build successful businesses.

The  Company  believes  that  new  technological advances will continue to drive
growth  of  the  market  for  downloadable  music.  Advances  in  compression
techniques,  for  example,  have  greatly  reduced  the size of digitally stored
recordings.  The  MP3  open standard can compress music files to one-tenth their
original size while maintaining their audio integrity at near-CD quality levels.

MP3 playback software is currently available on most operating environments such
as  Microsoft  Windows 95/98, Windows NT and Mac OS, most major versions of UNIX
and  other  operating environments.  Forrester Research estimates that there are
already  more  than  50  million  MP3-capable  users  today.

Consumer  electronics companies and technology companies have capitalized on the
growing  popularity  of digital music by introducing portable music devices. The
Rio, introduced in November 1998 by Diamond Multimedia Systems, has already sold
over  300,000  units.  Other  manufacturers,  including  Creative  Labs, Sensory
Sciences,  RCA/Thomson,  Samsung,  Toshiba  and  LG Electronics have released or
announced  plans  to  release  portable  MP3  players.  In  addition,  other
manufacturers  have  produced  or  announced plans to produce, other devices for
playing  and  storing  MP3 recordings. These include the Empeg Car (a removable,
automotive  audio system capable of holding over 5,000 titles), Clarion's AutoPC
(an auto MP3 audio player) and Lydstrom's Songbank (a home stereo component that
stores  and  supports  MP3  files).

As  a  result,  the Company believes that Internet demand for downloadable music
will  continue to grow and that technologies will continue to develop to support
its  growth.

<PAGE>

COMPETITION

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.  Barriers to entry are relatively low, and
current  and new competitors can launch new sites at a relatively low cost using
commercially  available  software.  The Company anticipates that it will compete
with  a  number  of  other  companies.  The Company's direct competitors include
various  online  audio  and  video  streaming  sites such as the House of Blues,
through their Web site at hob.com; Vidnet; Garage Band through their Web site at
garageband.com;  MP3  through  their Web site at MP3.com; Farmclub; POP.com; and
others.

The  Company  believes  that  its  business  model  focused on the promotion and
distribution  of  music by putting the power back into the hands of the artists:
The  Company's  proposed  operations:

-     Gives  new  artists  the  opportunity to perform their music live before a
      worldwide  audience.
-     Creates  an  easy  and convenient way for consumers to listen to, download
      and purchase  music.
-     Lowers  the  costs  of  artist  promotion  and  distribution.
-     Enables  artists  to  reach  a  large  number  of  consumers.
-     Enables  consumers to discover new artists they might not be made aware of
      through traditional  music  retailers.
-     Facilitates  direct  communication  between  fans (consumers) and artists.
-     Allows users (consumers) to listen to high quality artists pre-screened by
      the Company.
-     Gives  both  consumers  and  artists  the  ability  to  view and judge the
      competition.

 Management  of  the Company believes that these features will allow the Company
to  effectively compete with its anticipated competitors.  However, there can be
no  assurances  that  the  Company  will  be  able  to successfully complete the
development  of its Web site or that it will be able to effectively compete with
its  anticipated  competitors.  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.

REGULATION

The  Company  is  not  currently  subject  to  direct  federal,  state  or local
regulation,  and  laws or regulations applicable to access to or commerce on the
Internet,  other  than regulations applicable to businesses generally.  However,
there  can  be  no  assurances  that  the  Company  will  not be subject to such
regulation  in  the  future.

EMPLOYEES

As  of  December  31,  1999, the Company employed 5 people on a full time basis.
Additionally,  Chasen's  Restaurant,  of  which  the  Company,  through  its
wholly-owned  subsidiary Asia-Pacific, holds a 64% interests, has employed up to
80  people on a full time basis.  However, due to recent decisions to divest the
Company's  restaurant operations, the Company has terminated the majority of its
full time restaurant staff and has elected to retain contract employees on an as
needed  basis.  See  Management's  Discussion  and  Results  of  Operations.

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.

<PAGE>

RISK  FACTORS

FUTURE  CAPITAL  NEEDS.  To date the Company's only source of revenue is derived
from  its  restaurant  operations.  However,  since  closing  its  restaurant
operations, as previously discussed, 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.  We  may  not  be able to successfully complete the launch of its Web
site  or  that  it  will  be  able  to  effectively compete with its anticipated
competitors.

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.

DEPENDENCE  ON  MANAGEMENT.  The  Company's  success  depends,  to a significant
extent, upon certain key employees and directors, including Albert Aimers, Scott
Hendricks,  Anastasia  Cronin,  Jerry Nieto, Hirsh Wilck and Mary Moriarty.  The
loss of services of one or more of these employees could have a material adverse
effect  on  the  business  of  the  Company.

DEPENDENCE  ON ADVISORY BOARD.  The Company intends to engage the services of an
advisory  board  consisting  of  individuals  experienced  in  the  music  and
entertainment  industry  to  assist it in developing and promoting its music and
entertainment  offerings.  Currently,  the  Company  has  contracted with Arthur
("Artie")  Mogul  to  chair  the  Advisory  Board  and  to  assist in recruiting
additional  members  of  the music and entertainment industry to join the board.
Failure  to  retain  the  services of Mr. Mogul or to recruit additional persons
experienced  in the music and entertainment industry may have a material adverse
effect  on  the  Company's  results  of  operations

PROTECTION  OF  PROPRIETARY  INFORMATION.  The  Company  has applied to the U.S.
Patent  and  Trademarks Office for the registration of the Company's trade name,
iLive,  and its logo.  The Company's application is currently undergoing review.
No  assurances,  however,  can  be  given  as to successfulness of the Company's
application.

DEPENDENCE ON MAJOR SUPPLIERS.  The Company does not intend to host its intended
Web  site  through its own facilities but is dependent on a third-party Internet
Service  Provider.  On  November  5,  1999,  the  Company  entered  into  a
month-to-month  Internet  Colocation  Service  Contract  with  SoftAware,  Inc.,
whereby  SoftAware has agreed to host the Company's anticipated Web site.  Under
the  terms  of  the Agreement, the Company has agreed to pay SoftAware a $995.00
installation  fee  and a $3,000 per month Internet Service fee for each computer
server  installed.  The  Company  has  options  to purchase space for additional
computer  servers  at  $2,000  per  month for each server.  Although the Company
believes  that its relations with SoftAware are strong and should remain so with
continued  contract  compliance,  the termination of the Company's contract with
SoftAware,  the  loss of Internet services provided by SoftAware, or a reduction
in  the  quality  of  service  the  Company receives from SoftAware could have a
material  adverse  effect  on the Company's results of operations.  In the event
that  SoftAware  were  to  discontinue  its  service to the Company, the Company
believes  that  it  would  be  able  to locate alternative suppliers to host its
intended Web site at comparable rates.  However, there can be no assurances that
the  Company  will  be  successful  in  locating  alternative  suppliers.

<PAGE>

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,  Inc. currently operates at 242 N. Canon Drive, 3rd Floor, Beverly Hills,
CA,  90210.  On October 1, 1999, the Company entered into an oral month-to-month
lease  with  the  Company's  majority  shareholder,  Street  Capital,  Inc., for
approximately  4,400  square feet in Beverly Hills, CA.  This facility serves as
the  Company's headquarters and administrative facility.  Under the terms of the
oral  lease,  the  monthly rent is currently scheduled to increase to $14,500 on
January  1,  2000  and  will  increase to $15,000 per month beginning on July 1,
2000.  The  monthly  rent  will  increase  according to the Consumer Price Index
beginning on July1, 2001.  The lease is currently scheduled to terminate on July
1,  2004.

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





<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     2.7500     1.2500

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 December 31, 1999 was approximately 187.  Many of
the  shares  of  the  Company's  Common  Stock  are  held in a "street name" and
consequently  reflect  numerous  additional  beneficial  owners.

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.

<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  September  7,  1999, the Company issued 8,500,000 shares of its "restricted"
Common Stock to Street Capital, Inc., an "accredited" corporation, at a price of
$0.05  per  share,  resulting  in  net  proceeds to the Company of approximately
$425,000.  Scott  Hendricks,  the  Company's  President & CEO, is  also  the
President  and  sole  director  of  Street  Capital,  Inc.  Albert  Aimers,  the
Company's Chairman of the Board is a majority  shareholder  of  Street  Capital,
Inc.  The  issuance was an isolated transaction  not involving a public offering
pursuant to Section 4(2) of the  Securities  Act  of  1933.

On  September  7,  1999, the Company issued 1,500,000 shares of its "restricted"
Common  Stock  to  Marcia  Allen  (the  Company's  former  President, CEO, and a
director),  an "accredited" individual, at a price of $0.05 per share, resulting
in  net  proceeds  of  the  Company  of  $75,000.  The  issuance was an isolated
transaction  not  involving  a  public  offering pursuant to Section 4(2) of the
Securities  Act  of  1933.

On  September  30,  1999  the  Company issued 690,000 shares of its "restricted"
Common  Stock  in  exchange  for  all  of  the  outstanding common stock of Asia
Pacific.  The  issuance  was  an  isolated  transaction  not  involving a public
offering  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

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 entered into a Stock Exchange Agreement with
the  shareholders  of  Society of Economic Assurance, Inc., a Nevada corporation
("SEA")  to acquire 100,000 shares (100%) of SEA, in exchange for 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  $5,000,000
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  issuance   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 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS  OR  PLAN  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,


<PAGE>

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.

GENERAL  OVERVIEW

The  Company's prior full fiscal year ending December 31, 1998 is not indicative
of  the  Company's  current business plan and operations.  During 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.  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 development 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
December  31,  1999, the Company has not yet realized any material revenues from
its  Web  Site  operations.

As of December 31, 1999, the Company has expended approximately $520,000 towards
development  of  its Internet based business and $40,000 towards the acquisition
of  its  Internet  related  computer  hardware.

The  Company  has  contracted with SoftAware, Inc. to host its intended Web site
and  to  provide  Internet  access  to  its  Web site.  On November 5, 1999, the
Company  entered into a month-to-month Internet Colocation Service Contract with
SoftAware,  Inc., whereby SoftAware has agreed to host the Company's anticipated
Web  site.  Under  the  terms  of  the  Agreement, the Company has agreed to pay
SoftAware a $995.00 installation fee and a $3,000 per month Internet Service fee
for  each  computer server installed.  The Company has options to purchase space
for  additional  computer  servers  at  $2,000  per  month  for  each  server.

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

<PAGE>

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 raising up to $5,000,000 through a Private  Placement
of  its  restricted  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 period ended December 31,
2000  is  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.

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

Prior  to  the  acquisition of Asia-Pacific as previously described, the Company
engaged  David  M.  Raskin,  ("Mr.  Raskin"),  to audit the Company' s financial
statements  for  the fiscal years ended December 31, 1998, 1997, 1996, 1995, and
1994.

Subsequent  to  the  acquisition  of  Asia-Pacific by the Company, the Company's
newly appointed Board of Directors elected to retain the Cacciamatta Accountancy
Corporation,  as their principal accountant to audit the financial statements of
the Company and its wholly owned subsidiary, Asia-Pacific.  There have  been  no
disagreements  between Mr. Raskin or the Cacciamatta Accountancy Corporation and
Management  of the type required to be reported under this Item 3 since the date
of  their  engagement.

<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

Albert  Aimers                37     Chairman  of  the  Board  and  Director

Scott  Hendricks              28     President,  CEO,  Director

Anastasia  Cronin             39     Chief  Financial  Officer,  Controller,
                                      Corporate  Secretary,
                                      Treasurer,  and  a  Director

Mary  Moriarty                37     Vice-President,  Director


KEY  EMPLOYEES:

Hirsch  Wilck                 36     Director  of  Programming

EXECUTIVE  OFFICERS:

ALBERT  AIMERS, is currently the Company's Chairman of the Board and a Director.
Between  February  1998  and  December  1999, Mr. Aimers functioned as a private
venture  capitalist  in  Southern  California.  His  investments  were primarily
focused  on  small  to mid-size private and public companies.  Prior to entering
the  U.S.  investment  market,  Mr. Aimers was an investment professional in the
Canadian  markets  between  1995  and  February  1998.  Mr.  Aimers'  business
background began with product sales and marketing and moved into investments and
investor  relations  in  the  early  1990's.

SCOTT  HENDRICKS,  is currently the Company's President, CEO, and a Director and
was  one  of  the founders of the Company. From 1996 to 1999 Mr. Hendricks owned
Wall  Street, Inc. an Investment Banking company. His company focused on helping
build  strategic relationships, and business development for emerging companies.
He  was a stockbroker from 1994-1995 for Chatfield Dean. As Director of Business
Development,  Mr.  Hendricks is responsible for forming strategic alliances with
other  Internet,  streaming  media,  and  entertainment  content  entities.

ANASTASIA  CRONIN, is currently the Company's Chief Financial Offer, Controller,
Corporate  Secretary,  Treasurer, and a Director.  In addition to fulfilling her
duties  to  the  Company,  Ms.  Cronin  is  the CFO, Controller, and Manager for
Chasen's  Restaurant.  Ms.  Cronin  has  served  as the Chief Financial Officer,
Controller,  and  Manager for Chasen's Restaurant since June 1997.  Prior to her
service  with  Chasen's,  Ms.  Cronin  was an Office Manager and Accountant from
February  1996  to  June  1997,  for  the  Hard  Rock  Caf  in  Universal  City,
California.   Ms.  Cronin  has  a  Bachelor  of  Science degree in International
Business  from  the  American  College  in  Laysin,  Switzerland.

MARY  MORIARTY,  is  currently  a  Vice-President  and  Director of the Company.
Between  November  1994  to  the  present,  Mr.  Moriarty  has been an Executive
Vice-President  for  Chasen's  Restaurant,  of  which  the  Company  owns  a 64%
interest.

KEY  EMPLOYEES:

HIRSH WILCK,  is currently the Company's Director of Programming for Miss World.
From  1985-1989  he  was Vice President of Eastwest Talent Management, a leading
modeling agency in Los Angeles, California.  He was responsible for managing and
directing  the  talent  at  Eastwest Talent Management.  In 1989 Eastwest Talent
merged  with  Prima  Talent  agency,  he  coordinated  the transition of the two
companies and headed up the celebrity PR and endorsement division. Among some of
the talent he has represented are, Uma Thurman, Chynna Phillips, Milla Jovovich,
Billy  Baldwin,  Hilary  Swank,  David James Elliot, Sherilyn Fenn, Tia Carrere,
Tatjana  Patitz,  Jennifer  Rubin  and  Angie  Everhardt.  In 1994 he became the
Executive  Director  of  the  U.S.  Export Council, which in conjuction with the
Department  of  Commerce,  promoted and marketed American products and companies
around  the world.  In 1998 he returned to Los Angeles to head up the Miss World
USA  organization.

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 some of the Company's officers and directors and greater than
ten  percent  shareholders  did  not  timely  file  their  Initial  Statement of
Beneficial Ownership on Form 3.

ITEM  10  -  EXECUTIVE  COMPENSATION

On  January  1,  2000,  the  Company  entered  into an oral, at-will, employment
agreement  with  Albert  Aimers,  the  Company's  Chairman  of  the  Board and a
Director,  whereby  the Company will pay Mr. Aimers an annual salary of $120,000
beginning  in  June,  2000.  The  agreement also requires the Company to provide
health  benefits  to  Mr.  Aimers  and  his  family  and to allow Mr. Aimers the
opportunity  to  participate in the Company's retirement, stock option and bonus
plans  as  they  may  be  established

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

On  September  1,  1999,  the  Company entered into an oral, at-will, employment
agreement  with  Anatasia  Cronin,  the  Company's  Chief  Financial  Officer,
Controller,  Corporate Secretary, Treasurer, and a Director, whereby the Company
will  pay  Ms.  Cronin an annual salary of $50,000.  The agreement also requires
the Company to provide health benefits to Ms. Cronin and her family and to allow
Ms.  Cronin  the  opportunity  to participate in the Company's retirement, stock
option  and  bonus  plans  as  they  may  be  established.

On  September  1,  1999,  the  Company entered into an oral, at-will, employment
agreement  with  Mary  Moriarty,  the  Company's  Vice-President and a Director,
whereby  the  Company  will  pay  Ms. Moriarty an annual salary of $60,000.  The
agreement  also  requires the Company to provide health benefits to Ms. Moriarty
and  her  family and to allow Ms. Moriarty the opportunity to participate in the
Company's  retirement,  stock option and bonus plans as they may be established.

On  April  1,  2000,  the  Company  entered  into  an  oral, at-will, employment
agreement  with  Hirsh  Wilck,  the  Company's  Director of Programming for Miss
World,  whereby  the  Company  will  pay  Mr.  Wilck an annual salary of $90,000
beginning  in  May,  2000.  The  agreement  also requires the Company to provide
health  benefits  to  Mr.  Wilck  and  his  family  and  to  allow Mr. Wilck the
opportunity  to  participate in the Company's retirement, stock option and bonus
plans  as  they  may  be  established.

<PAGE>

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered in all capacities for the years ended December 31, 1999, 1998
and  1997.  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)                  1999           0            -0-         -0-         -0-        -0-         -0-          -0-
                       1998           0            -0-         -0-         -0-        -0-         -0-          -0-
                       1997           0            -0-         -0-         -0-        -0-         -0-          -0-
Marcia Allen
(Former President
 & CEO)                1999      46,223            -0-         -0-         -0-        -0-         -0-          -0-
                       1998           0            -0-         -0-         -0-        -0-         -0-          -0-
                       1997           0            -0-         -0-         -0-        -0-         -0-          -0-


</TABLE>

<TABLE>
<CAPTION>
                            OPTION GRANTS IN YEAR
                            ENDED DECEMBER 31, 1999
                              (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

Marcia Allen               0            n/a       n/a         n/a

</TABLE>

<TABLE>
<CAPTION>
                                           AGGREGATED OPTION/SAR EXERCISES IN YEAR
                                                  ENDED DECEMBER 31, 1999
                                          AND DECEMBER 31, 1999 OPTIONS/SAR VALUES

                                          AND OPTION VALUES AS OF DECEMBER 31, 1999

                          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

Marcia Allen                 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 May 15, 2000, 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
-----------------  --------------------------       -----------------  ------------

                   Albert Aimers (1)
                   242 N. Canon Drive, 3rd Floor
Common Stock       Beverly Hills, California                6,500,000           42%

                   Scott Hendricks
                   242 N. Canon Drive, 3rd Floor
Common Stock       Beverly Hills, California                1,000,000          6.5%

                   Anastasia Cronin
                          242 N. Canon Drive, 3rd Floor
Common Stock       Beverly Hills, California                        0            0%

                   Mary Moriarty
                   242 N. Canon Drive, 3rd Floor
Common Stock       Beverly Hills, California                   30,578           <1%

                   Marcia Allen                             1,500,000          9.7%
                   128 South Palm Drive
Common Stock       Beverly Hills, CA 90210

                   All Directors and Officers as a Group    7,530,578        48.91%
Common Stock       (4 persons)


</TABLE>


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


<PAGE>

ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  October  1,  1999, the Company entered into an oral month-to-month lease for
approximately  4,700  square  feet  of administrative space with Street Capital,
Inc.  This  facility  serves  as  the  Company's headquarters and administrative
facility.  Mr.  Hendricks,  the  Company's  President,  CEO, & a director is the
President  and  a  director  of  Street Capital, Inc.  Mr. Aimers, the Company's
Chairman  of  the  Board,  is  a  majority  shareholder  of Street Capital, Inc.

On  September 7, 1999, the Company entered into a $1,500,000 through convertible
note  (the "Note") with 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, 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.  Mr. Hendricks, the Company's
President,  CEO, & a director is the President and a director of Street Capital,
Inc.  Mr. Aimers, the Company's Chairman of the Board, is a majority shareholder
of  Street  Capital,  Inc.

On  September  7,  1999, the Company issued 8,500,000 shares of its "restricted"
Common Stock to Street Capital, Inc., an "accredited" corporation, at a price of
$0.05  per  share,  resulting  in  net  proceeds to the Company of approximately
$425,000.  Scott  Hendricks,  the  Company's  Chief  Development Officer, is the
President  and  sole  director  of  Street  Capital,  Inc.  The  issuance was an
isolated transaction not involving a public offering pursuant to Section 4(2) of
the  Securities  Act  of  1933.

On  September  7,  1999, the Company issued 1,500,000 shares of its "restricted"
Common  Stock  to  Marcia  Allen  (the  Company's  former  President, CEO, and a
director),  an "accredited" individual, at a price of $0.05 per share, resulting
in  net  proceeds  of  the  Company  of  $75,000.  The  issuance was an isolated
transaction  not  involving  a  public  offering pursuant to Section 4(2) of the
Securities  Act  of  1933.

The  Company,  through  its  wholly-owned  subsidiary,  Asia-Pacific  owns a 64%
controlling  interest  in  246  LLC,  d.b.a. Chasen's Restaurant.  Pursuant to a
Management Agreement entered into between 246 LLC and the Company's wholly-owned
subsidiary  Asia-Pacific,  the  Company  has  contracted  to  manage  Chasen's.
Pursuant to the terms of the management contract, 246 LLC will pay the Company a
monthly  management  fee  of  $12,500  per  month.

<PAGE>

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

     EXHIBIT  NO.     DESCRIPTION

     2.1     Reorganization  and  Stock  Purchase  Agreement dated September 30,
             1999 by and between Powerhouse International and Asia Pacific, Inc.

     2.2*    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

     4.1     Convertible  Note  issued  to  Street  Capital,  Inc.

     10.1    Lease by and between Asia Pacific, Inc. and Eddia Family Trust for
             the lease of real property located at 242 N. Canon Dr.,
             Beverly Hills, California.

     27     Financial  Data  Schedule

(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.


                                 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  Hendricks
                                             -------------------------
                                             By  Scott  Hendricks
                                             President, CEO, and Director

                                             Dated:  May  26,  2000



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


Dated:  May  26,  2000                       By: /s/ Anastasia Cronin
                                             Chief Financial Officer & Director

Dated:  May  26,  2000                       By: /s/ Mary Moriarty
                                             Director

Dated:  May  26,  2000                       By: /s/ Albert Aimers
                                             Director

<PAGE>




                          ILIVE, INC. AND SUBSIDIARIES

                        Consolidated Financial Statements

                                December 31, 1999



<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,  1999,  and  the  related
consolidated  statements of operations, shareholders' deficit and cash flows for
the  year  then  ended.  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  audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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, 1999, and the results of their operations and
their  cash  flows for the year then ended in conformity with generally accepted
accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 7 to
the  consolidated financial statements, the Company's restaurant operations were
shutdown  in  April  2000  after  producing  significant  losses since they were
acquired  in  September 1999.  In addition, the Company's liabilities exceed its
assets.  These  conditions raise substantial doubt about its ability to continue
as  a  going  concern.  Management's  plans  regarding  those  matters  are also
described  in  Note 7.  The consolidated financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.




                                        /s/  CACCIAMATTA ACCOUNTANCY CORPORATION

Irvine,  California
May  17,  2000

<PAGE>
                                 DAVID M. RASKIN
                           Certified Public Accountant
                           530 South Federal Highway
                                  Suite 160
                         Deerfield Reach, Florida 33441
                        (954) 421-5055 Fax (954) 426-4611

                          Independent Auditor's Report


To  the  Board  of  Directors
Powerhouse  International  Corporation
Boca  Raton,  Florida

I  have  audited  the  accompanying  consolidated  balance  sheet  of Powerhouse
International Corporation as of December 31, 1998 and the  related  consolidated
statements  of  operations  and  retained  earnings (accumulated  deficit),
consolidated  statements  of  stockholders'  equity (deficit),  and consolidated
statements of cash flows for the year then ended.  These  financial   statements
are  the  responsibility  of the Company's management.  My  responsibility is to
express and opinion on these financial statements based on  my  audit.

I conducted any audits in accordance with generally accepted auditing standards.
Those  standards require that I plan and perform the audit to obtain treasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, 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 financial statement presentation.
I  believe  that  my  audits  provide  a  reasonable  basis  for  my  opinion.

In  my  opinion,  the  accompanying  financial statements present fairly, in all
material  respects,  the  financial  position  of  Powerhouse  International
Corporation  as  of  December 31, 1998 the results of operations  and  its  cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

David  M.  Raskin
Certified  Public  Accountant

May 24, 2000

<PAGE>
<TABLE>
<CAPTION>

                          ILIVE, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet

<S>                                                               <C>
                                                                  DECEMBER 31, 1999
                                                                  -------------------
ASSETS

CURRENT ASSETS:
   Cash                                                           $           26,034
   Inventories                                                               102,567
   Advances to related parties                                                86,416
   Other                                                                      17,650
                                                                  -------------------

      TOTAL CURRENT ASSETS                                                   232,667

PROPERTY AND EQUIPMENT, NET                                                  208,700

OTHER                                                                         67,370
                                                                  -------------------

                                                                  $          508,737
                                                                  ===================

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Notes payable                                                  $          397,607
   Accounts payable                                                          912,929
   Payroll taxes payable                                                     237,816
   Accrued interest                                                          118,856
   Sales taxes                                                                51,602
   Other accrued expenses                                                     36,494
                                                                  -------------------

      TOTAL CURRENT LIABILITIES                                            1,755,304

LONG-TERM DEBT                                                               685,952
                                                                  -------------------

      TOTAL LIABILITIES                                                    2,441,256
                                                                  -------------------

COMMITMENTS AND CONTINGENCIES                                                      -

SHAREHOLDERS' DEFICIT:
   Common stock, $.001 par value, 100,000,000 shares authorized,
      15,053,147 shares issued and outstanding                                15,053
   Additional paid-in capital                                              1,705,657
   Accumulated deficit                                                    (3,653,229)
                                                                  -------------------

      TOTAL SHAREHOLDERS' DEFICIT                                         (1,932,519)
                                                                  -------------------

                                                                  $          508,737
                                                                  ===================

</TABLE>

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



<PAGE>
<TABLE>
<CAPTION>

                         ILIVE,  INC.  AND  SUBSIDIARIES

                      Consolidated Statements of Operations


<S>                                        <C>           <C>
                                            YEAR ENDED DECEMBER 31,
                                           ------------------------
                                               1999         1998
                                           ------------  ----------

REVENUES:
  Food and beverage                        $   824,823   $        -
  Club membership                               37,791            -
                                           ------------  ----------

                                               862,614            -
                                           ------------  ----------

EXPENSES:
  Cost of food and beverage                    251,204            -
  Labor                                        429,506            -
  Rent                                          91,539            -
  Other restaurant operating                   227,863            -
  Impairment of long-lived assets            1,603,622            -
  General and administrative                   651,845            -
  Depreciation and amortization                114,456            -
                                           ------------  ----------

                                             3,370,035            -
                                           ------------  ----------

LOSS FROM OPERATIONS                        (2,507,421)           -

INTEREST EXPENSE                                18,487            -
                                           ------------  ----------

LOSS BEFORE MINORITY INTERESTS              (2,525,908)           -

MINORITY INTERESTS                              18,780            -
                                           ------------  ----------

NET LOSS                                   $(2,507,128)  $        -
                                           ============  ==========

BASIC AND DILUTED NET LOSS PER SHARE       $     (0.31)  $        -
                                           ============  ==========

BASIC AND DILUTED WEIGHTED AVERAGE SHARES    8,093,008    4,363,147
                                           ============  ==========

</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>

                     ILIVE,  INC.  AND  SUBSIDIARIES

                 Consolidated  Statements  of  Cash  Flows

<S>                                                            <C>           <C>

                                                                   1999       1998
                                                               ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                     $(2,507,128)  $          -
  Adjustments to reconcile net loss to net cash
    used by operating activities:
    Depreciation and amortization                                  114,456              -
    Impairment of long-lived assets                              1,603,622
    Minority interest                                              (18,780)             -
    Changes in assets and liabilities:
      Inventories                                                  (24,850)             -
      Other current assets                                           4,219              -
      Other assets                                                    (986)             -
      Accounts payable                                             379,266              -
      Payroll taxes payable                                        237,816              -
      Accrued interest                                              12,647              -
      Sales taxes                                                   (5,429)             -
      Other accrued expenses                                      (147,928)             -
                                                               ------------  ------------

    Net cash used by operating activities                         (353,075)             -
                                                               ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash acquired in purchase of Asia Pacific Co., LTD                75,180              -
  Advances to related parties                                      (86,416)
  Purchases of property and equipment                              (83,399)             -
                                                               ------------  ------------

    Net cash used by investing activities                          (94,635)             -
                                                               ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                         500,000              -
  Payments on notes payable                                        (26,256)             -
                                                               ------------  ------------

    Net cash provided by financing activities                      473,744              -
                                                               ------------  ------------

Net increase in cash                                                26,034              -

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

CASH, END OF PERIOD                                            $    26,034   $          -
                                                               ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
    Interest                                                   $    25,712   $          -
    Franchise taxes                                            $       800   $          -
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 in cash  $ 2,084,559   $          -
     Fair value of liabilities assumed                          (1,934,770)             -
     Common stock issued                                           (74,609)             -
                                                               ------------  ------------

                                                               $    75,180   $          -
                                                               ============  ============

   Refinancing of debt                                         $   455,000   $          -
                                                               ============  ============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
<CAPTION>
                       ILIVE,  INC.  AND  SUBSIDIARIES

                Consolidated Statements of Shareholders' Deficit
                     Years Ended December 31, 1999 and 1998


                                             COMMON STOCK                     ADDITIONAL                        TOTAL
                                         NUMBER              AMOUNT             PAID-IN     ACCUMULATED     SHAREHOLDERS'
                                       OF SHARES     PER SHARE     TOTAL        CAPITAL         DEFICIT        DEFICIT
                                      ------------  -----------  ----------  -------------  ---------------  ------------
<S>                                   <C>           <C>          <C>         <C>            <C>                   <C>
BALANCE, DECEMBER 31, 1998 AND 1997      4,363,147               $    4,363  $  1,141,738  $ (1,146,101)     $         -

Common stock issued for cash            10,000,000  $     0.050      10,000       490,000                -       500,000

Acquisition of Asia Pacific Co., LTD       690,000  $     0.108         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)
                                      ============               ==========  =============  ===============  ============

</TABLE>


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


<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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.

The  following  summarized  pro  forma  information  (unaudited) assumes iLive's
purchase  of  Asia  Pacific  as  of  January  1,  1998:


<TABLE>
<CAPTION>



<S>                                   <C>           <C>
                                             DECEMBER 31,
                                      -------------------------
                                          1999         1998
                                      ------------  -----------

Revenue                               $ 3,297,200   $3,611,508
                                      ------------  -----------
Expenses:
  Restaurant operating costs            3,563,381    3,368,505
  Impairment of long-lived assets       1,603,622           --
  General and administrative            1,153,101      381,909
  Depreciation and amortization           873,780      428,810
  Interest                                 62,161       36,942
                                      ------------  -----------

                                        7,256,045    4,216,166
                                      ------------  -----------

Loss before minority interests         (3,958,845)    (604,658)

Minority interests                        608,338      287,386
                                      ------------  -----------

Net loss                              $(3,350,457)  $ (317,272)
                                      ============  ===========

Basic and diluted net loss per share  $     (0.41)  $    (0.06)
                                      ============  ===========
</TABLE>

<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Cash  and  equivalents

The  Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

Inventories

Inventories,  consisting  of  food,  liquor, wine and cigars and cigarettes, are
stated  at  the  lower  of  cost  (first-in,  first-out)  or  market.

Property  and  equipment

Property  and  equipment  is  stated  at  cost,  less  accumulated depreciation.
Depreciation  is  provided  over the assets' estimated useful lives of 3-7 years
using  accelerated  methods.  Amortization of leasehold improvements is provided
over  the  lease  term  using  the  straight  line  method.

Long-lived  assets  are  reviewed  annually  for  impairment  whenever events or
changes  in  circumstances indicate that the carrying amount of an asset 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.

Revenue  recognition

Food  and  beverage  revenues  are  recognized  as  the products are sold to the
customer.  Proceeds  from  sales  of  club memberships are billed and recognized
monthly.

Advertising  and  promotional  costs

Costs  of  advertising  and promotion are expensed as incurred.  Such costs were
$14,810  in  1999  and  $0  in  1998.

Income  taxes

The  Company  accounts  for income taxes under Statement of Financial Accounting
Standards  (SFAS)  109.  Under  the  asset  and  liability  method  of SFAS 109,
deferred  income  taxes  are  recognized  for  the tax consequences of temporary
differences  by  applying  enacted statutory rates applicable to future years to
the  difference  between  the  financial  statement carrying amounts and the tax
bases  of  existing  assets  and  liabilities.

<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Minority  interests

Minority  interests  represent  the  minorities' 36% of 246 LLC not owned by the
Company.  Losses were charged to the minority interests only up to their initial
capital  contributions  as  these  investors  have  no  obligation  to  provide
additional  capital.

Basic  and  diluted  net  loss  per  share

Net  loss  per  share  is  calculated  in accordance with Statement of Financial
Accounting  Standards  128,  Earnings Per Share ("SFAS 128"). Basic net loss per
share  is  based  upon the weighted average number of common shares outstanding.
Diluted  net  loss  per  share  is  based  on  the  assumption that all dilutive
convertible  shares  and stock options were converted or exercised.  Dilution is
computed  by applying the treasury stock method.  Under this method, options and
warrants  are  assumed to be exercised at the beginning of the period (or at the
time  of  issuance,  if  later),  and  as if funds obtained thereby were used to
purchase  common  stock  at  the  average  market  price  during  the  period.

The  effect of the potentially dilutive convertible debt (2,743,808 shares) were
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.  The  fair  value  of  these financial instruments approximates carrying
values.

Concentration  of  credit  risk

Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist of cash.  The Company's policy is to maintain cash at high
credit quality financial institutions to minimize risk.  There were no uninsured
balances  at  December  31,  1999.

Segment  disclosure

The  Financial  Accounting  Standards  Board  has  issued  Statement  No  131
"Disclosures  about  Segments  of  an  Enterprise and Related Information" which
modifies  the  disclosure  requirements  for  reportable  segments.  The Company
currently  has  only  one  operating  segment.

<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999



2.     PROPERTY  AND  EQUIPMENT

                                 ESTIMATED
                               USEFUL LIVES    AMOUNT
                               --------------  --------
Leasehold improvements         Life of lease   $ 52,800
Kitchen equipment                    5 years     26,300
Furnishings and fixtures             7 years     78,100
Sound system equipment               5 years      5,300
Office and computer equipment        5 years     48,700
                                               --------

                                                211,200

Accumulated depreciation                         (2,500)
                                               --------

                                               $208,700
                                               ========


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 has written the
assets  down  to fair value, determined to be net selling price to a liquidator.
Accordingly,  an  impairment  of  $1,403,622, which represents the excess of the
carrying value of $1,573,622 for the restaurant fixed assets over the fair value
of  $170,000,  has  been  charged  to  operations in 1999.  Also included in the
impairment  charge is the write off of long-term prepaid rent of $200,000 on the
restaurant  lease,  since  it  is  not certain that the Company will continue to
operate  the  restaurant and get the benefit of this prepayment.  The restaurant
accounts  for  all  revenues  and  all  but  $520,000  of the expenses for 1999.

Office  and  computer  equipment  of $41,200, net of accumulated depreciation of
$2,500  relates to the Company's new internet business plan and were not subject
to impairment.  All other property and equipment are stated at their fair values
at  December  31, 1999 and will be depreciated over their remaining useful lives
at  this  new  basis.

<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

3.     NOTES  PAYABLE

1,500,000 convertible note payable to shareholder, principal
and 12% interest due on or before March 7, 2001.  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.                          $  685,952

Unsecured demand notes payable to minority interests,
with interest rates at 10% and 19.99%                                  364,450

Other                                                                   33,157
                                                                    -----------

                                                                     1,083,559

Less current maturities                                               (397,607)
                                                                    -----------

                                                                    $  685,952
                                                                    ===========

4.     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  provision for income tax benefit of $321,000 has been offset by a valuation
allowance  of  equal  amount.  At  December 31, 1999 the Company has federal net
operating  loss  carryforwards of $930,000 that can be utilized to offset future
taxable  income.  These  carryforwards  expire  in  2019.

As  of  December 31, 1999, 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.

5.     COMMITMENTS  AND  CONTINGENCIES

Lease  obligations

The Company's restaurant and office facilities' operating lease expires February
28,  2006,  with two 5-year renewal options.  The lease calls for payment of the
Company's share of the common area expenses in addition to minimum monthly lease
payments.  The  minimum  monthly  lease  payment of $23,680 is adjusted annually
based  on the Consumer Price Index.  In addition the Company is obligated to pay
percentage  rent equal to 7.5% of monthly gross sales in excess of $250,000 plus
$10,000  annually of unrestricted credit towards purchases of food, beverage, or
other  restaurant  services.

<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999


5.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Lease  obligations  (continued)

The  Company  leases  additional office space for $13,950 per month with a lease
that  expires June 30, 2004.  The monthly base rent increases to $14,500 on July
1, 2000 and $15,000 on July 1, 2001 and is adjusted annually thereafter based on
the  Consumer  Price  Index.

The  Company  leases  point-of-sale  computer equipment and related software for
$1,940  per  month  under  an  operating  lease  expiring  February  2000.

Future  minimum  annual lease payments under all non-cancelable operating leases
are:

                             2000         $456,000
                             2001          461,000
                             2002          464,000
                             2003          464,000
                             2004          374,000
                             Thereafter    332,000
                                       -----------

                                        $2,551,000
                                       ===========


License  agreement

The  Company  has  entered  into an agreement to use the name "Chasen's" through
February  1,  2007  with  an  option to renew for two successive 5-year periods,
followed  by  successive  periods  of 1 year each up to 99 years.  The agreement
grants  the  Company  exclusive  license  of  the  name  for  the operation of a
restaurant  in  the  city of Beverly Hills and other exclusive and non-exclusive
licenses  relating to the sale of certain products at the restaurant bearing the
"Chasen's"  name.  The  Company  has  agreed  to  pay a royalty of 1-1/2% of the
restaurant  gross  receipts  for  the  first  18  months  and  2%  for each year
thereafter,  an 8% royalty on the sale of licensed products sold for $75 or less
and  6%  on  licensed products sold for more than $75.  The royalty payments are
subject to an $80,000 annual minimum after the first 18 months of the agreement.
The  Company  may  terminate  the  agreement  upon  120  days  written notice to
licensor.  The  licensor can only terminate the agreement for cause, as defined.

<PAGE>

                       ILIVE,  INC.  AND  SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999



6.     ACQUISITION

On  February  17,  2000  the  Company acquired 100% of the outstanding shares of
Society  of  Economic  Assurance, Inc. ("SEA"), a Nevada corporation in exchange
for 200,000 shares of the Company's 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 and became a reporting issuer under the
Securities  Exchange  Act of 1934.  For accounting purposes, the SEA acquisition
was  treated  as a purchase. Prior to its acquisition by the Company, SEA had no
material  operations.

7.     GOING  CONCERN

The Company's restaurant operations were shut down in April 2000 after producing
significant losses since they were acquired in September 1999.  In addition, the
Company's  liabilities  exceed  its  assets.

The Company intends to raise $5,000,000 by selling its common stock in a private
offering  to  meet its current obligations and to finance its new internet based
business  plan.  However,  there  can  be no assurances that the Company will be
able  to  complete  the  private  offering.





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