UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

{X}    QUARTERLY REPORT  UNDER  SECTION 13 OR 15 (d) OF THE  SECURITIES EXCHANGE
       ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                       OR

{ }    TRANSITION REPORT  UNDER SECTION 13 OR 15 (d) OF THE  SECURITIES EXCHANGE
       ACT OF 1934

                 For the transition period from ______to_______


                         Commission File Number: 0-23835


                          HomeSeekers.com, Incorporated
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


                      Nevada                            87-0397464
         -------------------------------            -------------------
         (State or Other Jurisdiction of              (IRS Employer
          Incorporation or Organization)            Identification No.)


         2800 Saturn Street, Suite 200, Brea, CA           92821
         ----------------------------------------        ----------
         (Address of Principal Executive Offices)        (Zip Code)


       Registrant's telephone number, including area code: (714) 927-2200

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.   Yes {X}    No { }

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: 48,954,561 shares of
common stock, $ .001 par value, outstanding as of May 10, 2003.



<PAGE>


                          HOMESEEKERS.COM, INCORPORATED

                                TABLE OF CONTENTS



Part I                                                                   PAGE

       Item 1.   Financial Statements                                      3
       Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                    10
       Item 3.   Controls and Procedures                                  11

Part II

       Item 1.   Legal Proceedings                                        12
       Item 2.   Changes in Securities and Use of Proceeds                12
       Item 3.   Defaults Upon Senior Securities                          12
       Item 4.   Submission of Matters to a Vote of Security Holders      12
       Item 5.   Other Information                                        12
       Item 6.   Exhibits and Reports on Form 8-K                         13

SIGNATURES                                                                14

CERTIFICATIONS                                                            15



                                       2
<PAGE>

                                     Part I

Item 1.   Financial Statements
<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                                 BALANCE SHEETS
                   AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
             (Amounts in thousands, except share and per share data)


                                                                  March 31,       December 31,
                                                                    2003              2002
                                                                ------------      ------------
                                                                (Unaudited)
<S>                                                             <C>               <C>
                                     ASSETS
Current assets
   Cash and cash equivalents                                    $        527      $        435
   Accounts receivable, net                                              583               516
   Other assets                                                          174                85
                                                                ------------      ------------
      Total current assets                                             1,284             1,036

Property and equipment, net                                              242               396
Other assets                                                               6                 7
                                                                ------------      ------------
                                                                $      1,532      $      1,439
                                                                ============      ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
   Accounts payable                                             $      3,057      $      2,935
   Accrued payroll and other liabilities                               2,482             2,294
   Liability under purchase agreement                                    500               500
   Accrued liabilities related to warrants                             1,521             1,555
   Long-term obligations, current portion, net of
     unamortized discount of $34 and $165, respectively                3,742             3,610
   Deferred revenue, current portion                                   1,798             1,849
                                                                ------------      ------------
      Total current liabilities                                       13,100            12,743
Long-term liabilities
   Long-term obligations                                                   1                 6
   Deferred revenue                                                       93               161
                                                                ------------      ------------
      Total long-term liabilities                                         94               167

Stockholders' deficit
   Common stock, $.001 par; 50,000,000 shares authorized;
      48,954,561 shares issued and outstanding                            49                49
   Additional paid-in capital                                         90,419            90,419
   Accumulated other comprehensive loss                                 --                (200)
   Accumulated deficit                                              (102,130)         (101,739)
                                                                ------------      ------------
      Total stockholders' deficit                                    (11,662)          (11,471)
                                                                ------------      ------------
                                                                $      1,532      $      1,439
                                                                ============      ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                            STATEMENTS OF OPERATIONS
                 FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002
                  (Amounts in thousands, except per share data)
                                   (Unaudited)

                                                         2003             2002
                                                     ------------     ------------
                                                                       (Restated)
<S>                                                  <C>              <C>
Revenues                                             $      1,920     $      1,817
Cost of revenues                                              410              464
                                                     ------------     ------------
   Gross profit                                             1,510            1,353
                                                     ------------     ------------
Operating expenses
   Operating expenses                                       1,489            1,558
   Depreciation and amortization                              154              265
   Impairment of intangible assets                           --                  5
                                                     ------------     ------------
                                                            1,643            1,828
                                                     ------------     ------------
Loss from operations                                         (133)            (475)

Other income (expense)
   Interest expense                                          (220)            (222)
   Debt forgiveness income                                    128              143
   Loss on investment                                        (200)            --
   Gain (loss) on reduction (increase) in fair
     value of warrant liabilities                              34           (1,991)
   Other, net                                                --                  4
                                                     ------------     ------------
                                                             (258)          (2,066)
                                                     ------------     ------------

Net loss                                                     (391)          (2,541)
Other comprehensive loss                                     --                (13)
                                                     ------------     ------------
Total comprehensive loss                             $       (391)    $     (2,554)
                                                     ============     ============
Net loss per common share
    Basic and diluted                                $      (0.01)    $      (0.05)
                                                     ============     ============
Weighted average shares outstanding
    Basic and diluted                                  48,954,561       48,954,561
                                                     ============     ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>

<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                            STATEMENTS OF CASH FLOWS
                 FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002
                             (Amounts in thousands)
                                   (Unaudited)

                                                                                            2003           2002
                                                                                         ----------     ----------
                                                                                                        (Restated)
<S>                                                                                      <C>            <C>
Cash flows from operating activities
     Net loss                                                                            $     (391)    $   (2,541)
     Adjustments to reconcile net loss to net cash provided
     by (used) in operating activities
        Depreciation                                                                            154            265
        Impairment of intangible assets                                                        --                5
        Settlement of accounts payable and other liabilitites                                  (128)          (143)
        Common stock, warrants and amortization of debt discount issued for interest            131            131
        (Gain) loss on (reduction) increase in fair value of warrant liabilities                (34)         1,991
        Loss on investment                                                                      200           --
     Changes in assets and liabilities net of effect from acquisitions
        Accounts receivable                                                                     (67)          (166)
        Other assets, current                                                                   (89)            (8)
        Other assets                                                                              1             13
        Accounts payable                                                                        250             82
        Accrued payroll and other liabilities                                                   188            (80)
        Deferred revenue                                                                       (119)          (167)
                                                                                         ----------     ----------
               Net cash provided by (used in) operating activities                               96           (618)

Cash flows from investing activities
     Purchase of property and equipment                                                        --              (71)
                                                                                         ----------     ----------
               Net cash used in investing activities                                           --              (71)

Cash flows from financing activities
     Repayments of debt                                                                          (4)           (38)
                                                                                         ----------     ----------
               Net cash used in financing activities                                             (4)           (38)
                                                                                         ----------     ----------
Net increase (decrease) in cash and cash equivalents                                             92           (727)
Cash and cash equivalents at beginning of year                                                  435          1,232
                                                                                         ----------     ----------
Cash and cash equivalents at end of year                                                 $      527     $      505
                                                                                         ==========     ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>


                          HOMESEEKERS.COM, INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION AND BASIS OF PRESENTATION

         The  financial   statements  are  unaudited  and,  in  the  opinion  of
management,  all adjustments  (which include only normal recurring  adjustments)
considered necessary for a fair presentation have been included. These financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
year ended December 31, 2002,  previously filed with the Securities and Exchange
Commission. The Company presumes that users of the interim financial information
herein  have read or have  access to the audited  financial  statements  for the
preceding fiscal year and that the adequacy of additional  disclosure needed for
a fair  presentation  may be determined in that context.  Accordingly,  footnote
disclosure that would  substantially  duplicate the disclosure  contained in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2002 has
been omitted. The results of operations for the quarter ended March 31, 2003 are
not necessarily indicative of the results that will be realized for a full year.
Certain prior period  amounts have been  reclassified  to conform to the current
period's presentation.

         The accompanying  financial statements have been prepared in conformity
with accounting  principles  generally accepted in the United States of America,
which contemplate  continuation of the Company as a going concern.  However, the
Company  has a history  of  losses,  reporting  net income for the first time of
approximately $2,814,000 during the year ended December 31, 2002 while incurring
a loss of  $11,966,000  during the  six-months  ended December 31, 2001. For the
quarters  ended March 31, 2003 and 2002,  the Company  recognized  a net loss of
$391,000  and  $2,541,000,  respectively.  At March 31,  2003 the  Company had a
working capital deficit of approximately  $11,816,000 and an accumulated deficit
of approximately  $102,130,000.  The Company continues to maintain a significant
working  capital  deficit and has inadequate  cash reserves to fully satisfy its
existing  trade  debts.  The  Company is  continuing  in its  efforts to further
increase sales  revenues,  reduce  operating  expenses,  and develop methods for
reducing  its  existing  trade debts and  liabilities.  The Company may consider
obtaining  additional  debt or equity  financing.  Similarly,  the  Company  may
consider  entering into other  arrangements or business  combinations that would
provide  the  Company  with  incremental   working   capital,   increased  sales
opportunities,  or redundant cost savings.  There can be no assurances  that the
Company will be able to sustain  profitable  operations  or that the Company can
develop  a plan that  will  adequately  satisfy  its  trade  creditors  and debt
holders. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty. Accordingly, the reports of independent auditors on
the Company's  December 31, 2002  financial  statements  include an  explanatory
paragraph  indicating there is substantial  doubt about the Company's ability to
continue  as a  going  concern.  As of the  filing  of  this  Form  10-QSB,  all
outstanding note obligations were in default.

New Accounting Pronouncements

         Financial   Accounting  Standards  Board  (FASB)  No.  149  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
This  Statement  amends  Statement  133 for  decisions  made  (1) as part of the
Derivatives Implementation Group process that effectively required amendments to
Statement  133,  (2) in  connection  with  other  Board  projects  dealing  with
financial  instruments,  and (3) in connection with implementation issues raised
in relation to the application of the definition of a derivative, in particular,
the meaning of an initial net investment  that is smaller than would be required
for other types of contracts  that would be expected to have a similar  response
to changes in market factors, the meaning of underlying, and the characteristics
of a  derivative  that  contains  financing  components.  The  Company  does not
anticipate that the adoption of this  pronouncement  will have a material effect
on the financial statements.


                                       6
<PAGE>

         Financial   Accounting  Standards  Board  (FASB)  No.  150  establishes
standards  for  how  an  issuer   classifies  and  measures  certain   financial
instruments with  characteristics  of both  liabilities and equity.  It requires
that an issuer  classify a  financial  instrument  that is within its scope as a
liability (or an asset in some  circumstances).  Many of those  instruments were
previously  classified as equity.  Some of the  provisions of this Statement are
consistent with the current definition of liabilities in FASB Concepts Statement
No. 6,  Elements of  Financial  Statements.  The  remaining  provisions  of this
Statement are consistent with the Board's  proposal to revise that definition to
encompass  certain  obligations  that a  reporting  entity can or must settle by
issuing  its own equity  shares,  depending  on the  nature of the  relationship
established  between the holder and the  issuer.  While the Board still plans to
revise that definition  through an amendment to Concepts  Statement 6, the Board
decided to defer issuing that amendment until it has concluded its deliberations
on the next  phase of this  project.  That next  phase  will  deal with  certain
compound financial instruments including puttable shares, convertible bonds, and
dual-indexed  financial  instruments.  The Company does not anticipate  that the
adoption  of this  pronouncement  will have a material  effect on the  financial
statements.


NOTE 2 - EQUITY TRANSACTIONS

         Pursuant to a late payment penalty clause of a note payable to a former
director,  the Company is obligated to issue warrants to purchase 100,000 shares
of the  Company's  common  stock each week until the note is paid.  At March 31,
2003 the Company was obligated to issue to the former director  penalty warrants
to purchase an additional  10.4 million  shares of the  Company's  common stock.
Interest expense recognized during the quarter ended March 31, 2003 attributable
to these warrants was $57,000. Similarly, interest expense attributable to these
warrants recognized during the year ended December 31, 2002 was $349,000.


NOTE 3 - STOCK OPTIONS

         On October 9, 1996, the Company's  Board of Directors  ratified a stock
option plan (the "1996  Plan") under which the Company may grant  qualified  and
non-qualified incentive stock options to employees,  directors, and consultants.
As part of the  provisions  of the  plan,  the  Company  may  grant,  but is not
obligated to grant, options that include reload features.

         Options  granted  generally  have terms from one to five years from the
date of grant and generally vest  immediately  or ratably over their terms.  The
exercise price of incentive stock options granted under the plan may not be less
than 100% of the fair market value of the Company's  common stock on the date of
the grant. For a person who at the time of the grant owns stock representing 10%
of the voting power of all classes of the Company's stock, the exercise price of
the incentive  stock options granted under the plan may not be less than 110% of
the fair market value of the common  stock on the date of the grant.  During the
year ended June 30,  1999,  the Company  amended and  restated  the 1996 Plan to
allow employees 90 days after separation from the Company to exercise all vested
options.  In  addition,  during the year ended June 30, 2000,  the  stockholders
approved an  amendment  to increase  the  authorized  shares under the plan from
5,500,000 shares to 11,500,000 shares.

         In  January  2001,  the  Company's  Board  of  Directors  approved  the
repricing of all outstanding  employee stock options to $0.593 per share.  Prior
vesting  schedules  and the number of shares  underlying  the  options  remained
unchanged.  In April  2001,  the  Company's  Board  of  Directors  approved  the
repricing  of all  outstanding  options of certain  officers and managers of the
Company to $0.13 per share in  consideration  for  reductions  in salary.  These
options now require variable accounting  treatment,  with appropriate charges to
compensation  expense in future  reporting  periods  as the market  price of the
Company's  common stock  fluctuates.  The market price of the  Company's  common
stock on March  31,  2003 and March  31,  2002 was  $0.05  and $0.13 per  share,
respectively,  which is equal to or lower than  previously  issued option prices
resulting in no additional compensation expense being recorded.


                                       7
<PAGE>

         The Company  applies APB  Opinion  No. 25 in  accounting  for its fixed
stock  option plan and warrants  granted to  employees.  Accordingly,  since the
market  value and the  option  price of the  Company's  stock  were equal on the
measurement  date, no  compensation  cost has been  recognized for new issuances
under the plan. Had compensation cost been determined on the basis of fair value
pursuant to SFAS No. 123,  net loss and loss per share would have been  impacted
as follows:

                  (Amounts in Thousands, Except Per Share Data)

                                                    March 31,    March 31,
                                                      2003         2002
                                                    ---------    ---------
Net loss
   As reported................................      $    (191)   $  (2,541)
                                                    =========    =========

   Pro forma..................................      $    (191)   $  (2,574)
                                                    =========    =========
Basic and Diluted Loss Per Share
   As reported................................      $   (0.00)   $   (0.05)
                                                    =========    =========

   Pro forma..................................      $   (0.00)   $   (0.05)
                                                    =========    =========


         The  pro  forma  amounts  were   estimated   using  the   Black-Scholes
option-pricing model with the following assumptions for the quarters ended March
31, 2003 and 2002:

                                                    March 31,    March 31,
                                                      2003         2002
                                                    ---------    ---------
 Dividend Yield...............................             0%           0%
 Risk-Free Interest Rate......................           4.0%         4.0%
 Expected Life................................      3-4 years    3-4 years
 Expected Volatility..........................        292.62%      244.16%

         Expected lives are equal to the remaining option terms for each period.


NOTE 4 - EXCHANGE LISTING

         On May 20,  2003 the  Company  became  delinquent  in filing its Annual
Report  on  Form  10-K  with  the  Securities  and  Exchange  Commission.  As  a
consequence,  the Company did not meet the eligibility  requirements  imposed by
the OTC Bulletin  Board  quotation  system  ("OTCBB")  for the  quotation of its
common stock and the trading of its common stock was removed from the OTCBB. The
Company  filed  its  Form  10-K on May 23,  2003 and  with  the  filing  of this
Quarterly  Report  on Form  10-QSB,  is now  current  in its  filings  with  the
Securities and Exchange Commission and is therefore eligible to be quoted on the
OTCBB.  Accordingly,  the Company has requested  that its market makers apply to
resume quotation of the Company's common stock on the OTCBB.


                                       8
<PAGE>


NOTE 5 - RESTATEMENT

         The Company accounts for freestanding  derivative financial instruments
potentially  settled in its own common  stock under  Emerging  Issues Task Force
Issue No. 00-19 ("EITF 00-19"), "Accounting for Derivative Financial Instruments
Indexed to, and  Potentially  Settled in, a Company's Own Stock." As the Company
does  not  have  sufficient  authorized  shares  available  to  settle  its open
stock-based  contracts,  the  initial  fair  value of the  applicable  contracts
(consisting  primarily of  non-employee  stock  warrants) has been classified as
"accrued  liabilities  related to warrants"  and measured  subsequently  at fair
value,  with gains and losses  included in the statement of operations.  For the
quarters  ended March 31, 2003 and 2002,  the Company  recorded a gain (loss) on
the reduction (increase) in the fair value of warrant liabilities of $34,000 and
$1,991,000,  respectively.  At March 31, 2003 and December 31, 2002, the balance
of accrued  liabilities  related to  warrants  was  $1,521,000  and  $1,555,000,
respectively.  As of the filing of this Form 10-QSB for the quarter  ended March
31,  2003,  the Company has not amended its  previously  filed Form 10-Q for the
quarter  ended  March 31,  2002 to reflect the changes as mandated by EITF 00-19
and has indicated "Restated" in the accompanying financial statements to reflect
these changes for the quarter ended March 31, 2002,  however,  the Company plans
to file an amended 10-Q for the quarter ended  March 31,  2002.  The table below
shows the impact of the restatement for the quarter ended March 31, 2002:

                  (Amounts in Thousands, Except Per Share Data)

                                                      March 31,
                                                        2002
                                                      ---------
Net loss
   As reported.................................       $    (532)
                                                      =========

   Restated ...................................       $  (2,541)
                                                      =========

Basic and Diluted Loss Per Share
   As reported.................................       $   (0.01)
                                                      =========

   Restated....................................       $   (0.05)
                                                      =========





                                       9
<PAGE>


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

Overview

         The Company,  until  recently,  has experienced  recurring  losses from
operations and has an accumulated deficit of approximately  $102.1 million and a
working  capital  deficit of $11.8  million at March 31, 2003 and  limited  cash
reserves.  Because of these factors,  the reports of the independent auditors on
the financial  statements  for the year ended  December 31, 2002 and  six-months
ended December 31, 2001 included an explanatory  paragraph  indicating  there is
substantial doubt about the Company's ability to continue as a going concern.

         The Company began operating with a new management team in October 2001,
borrowing $3.0 million to pay off certain  existing debt and for working capital
needs. In December 2001 the Company sold its MLS operating  division  generating
net cash available for working capital purposes of  approximately  $1.7 million.
The Company immediately commenced a significant restructuring of its operations,
reducing its fixed operating expenses, and consolidating its operations into one
location.

         Although the Company  experienced  profitability  for the first time in
its  history,  there can be no  assurances  of continued  profitability  and the
Company may record losses in the foreseeable  future.  The Company  continues to
maintain a significant working capital deficit from its prior operations and has
inadequate cash reserves to fully satisfy its existing trade debts.  The Company
is  continuing  in its  efforts  to  further  increase  sales  revenues,  reduce
operating  expenses,  and develop  methods for reducing its existing trade debts
and liabilities.  The Company may consider  obtaining  additional debt or equity
financing  although  the  Company's  significant  working  capital  deficit  and
limitations  attributable to its capital  structure make it difficult to attract
additional debt or equity capital.  The Company may consider entering into other
arrangements  or business  combinations  that would  provide  the  Company  with
incremental working capital,  increased sales  opportunities,  or redundant cost
savings.

Results of Operations

         Revenues

         Revenues  increased 1% from $1.8 million in the quarter ended March 31,
2002 to $1.9 million in the quarter  ended March 31, 2003.  Revenues  recognized
during the quarter ended March 31, 2003 were primarily  composed of sales of the
Company's  software  productivity  tools for real estate agents and hosting fees
associated with real estate agent web sites.

         Cost of Revenues

         Cost of revenues decreased from $464,000 in the quarter ended March 31,
2002 to $410,000 in the quarter ended March 31, 2003.  The decrease is primarily
a result of a reduction in the workforce between periods.

         Operating Expenses and Write-Down of Assets

         Total  operating  expenses  decreased  from $1.8 million in the quarter
ended March 31, 2002 to $1.6 million in the quarter  ended March 31,  2003.  The
largest single component of operating  expenses in both periods was compensation
and related  expenses.  As a result of a decrease in the total workforce between
periods,  compensation  and  related  expenses  included in  operating  expenses
decreased from $997,000 to $856,000.  Depreciation expense recognized during the
quarter  ended  March 31,  2003 was  $154,000  compared to $265,000 in the prior
period as the  Company  fully-depreciated  or  disposed  of  depreciable  assets
between periods.

Liquidity and Capital Resources

         The Company has limited cash reserves, an accumulated deficit of $102.1
million,  and a working  capital  deficit of $11.8  million  at March 31,  2003.
Because of the  Company's  significant  net  losses,  working  capital  deficit,
accumulated  deficit  and  uncertainty  as to its  ability to secure  additional
financing,  the reports of the independent  auditors on the financial statements
for the year ended December 31, 2002 and the six-months  ended December 31, 2001
included an explanatory  paragraph  indicating there is substantial  doubt about
the Company's ability to continue as a going concern.

         At March 31, 2003, the Company's cash balance was $527,000  compared to
$435,000 at December 31, 2002, an increase of $92,000.  During the quarter ended
March 31, 2003,  net cash  provided by operating  activities  was  approximately
$96,000 compared to net cash used in operating activities of $618,000 during the
quarter ended March 31, 2002.


                                       10
<PAGE>

         Net cash used in investing  activities  during the quarters ended March
31, 2003 and 2002 was $0 and $71,000, respectively, for the purchase of computer
hardware and equipment necessary to the Company's business.

         Net cash used in financing  activities  during the quarters ended March
31, 2003 and 2002 was $4,000 and $38,000,  respectively and attributable to debt
repayments.

RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         Investors are cautioned that this Form 10-QSB contains "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995 that involve risks and uncertainties,  including the following:  (1) the
Company's plans, strategies, objectives, expectations and intentions are subject
to  change  at any  time  at the  discretion  of  management  and the  Board  of
Directors; (2) the Company's plans and results of operations will be affected by
its ability to manage any growth and working  capital and its ability to finance
future operations,  none of which is assured;  and (3) the Company's business is
highly competitive and the success of existing or new competitors in the markets
in which the Company  competes could  adversely  affect the Company's  plans and
results of  operations.  In addition,  the Company  identifies  the risk factors
discussed  below that may  affect the  Company's  actual  results  and may cause
actual  results to differ  materially  from that  expressed in or implied by any
forward-looking statement. These risks and uncertainties are discussed from time
to time in the Company's filings with the Securities and Exchange Commission.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management's Discussion and Analysis of Financial Condition and Results
of  Operations  discusses the Company's  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues  and  expenses  during the  reporting  period.  Continually,
management evaluates its estimates and judgments, including those related to bad
debt reserves,  revenue  recognition  including  deferred  revenue,  liabilities
related to warrants,  financing  operations,  and  contingencies and litigation.
Management  bases its estimates and  judgments on historical  experience  and on
various   other   factors  that  are  believed  to  be   reasonable   under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions and  conditions;  however,  management  believes that the estimates,
including those for the above-described items, are reasonable.  These accounting
policies are described at relevant  sections in this discussion and analysis and
in the notes to the financial  statements  included in our Annual Report on Form
10-K for the year ended December 31, 2002.


ITEM 3.  CONTROLS AND PROCEDURES

         Based  on the  evaluation  of the  Company's  disclosure  controls  and
procedures by Thomas Chaffee,  the Company's Chief Executive Officer, and Steven
M. Crane,  the Company's  President and Chief  Operating  Officer,  as of a date
within 90 days of the filing date of this quarterly report,  our Chief Executive
Officer and Chief  Financial  Officer  concluded  that the Company's  disclosure
controls and procedures are effective in ensuring that  information  required to
be disclosed  by the Company in the reports  that it files or submits  under the
Securities  and  Exchange  Act of 1934,  as  amended,  is  recorded,  processed,
summarized and reported,  within the time period specified by the Securities and
Exchange Commission's rules and forms.


                                       11
<PAGE>

         There were no significant changes in the Company's internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.



                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         The Company is involved in various legal proceedings arising out of its
operations in the ordinary course of its business, including various claims that
have been  asserted  or  complaints  that have been  filed  alleging  patent and
copyright  infringement,  breach of employment  and separation  agreements,  and
non-payment under various agreements. In addition, various claims have been made
against the Company in connection  with certain of its  acquisitions,  including
breach of registration  rights  agreements.  Management  intends to contest each
case and in certain  instances  may attempt to reach a settlement  of the issues
claimed.  The  Company  does not  believe  that  these  proceedings  will have a
material  adverse  effect on its  business,  financial  condition,  or result of
operations beyond the amounts recorded in the accompanying  financial statements
for the estimated settlement of specific actions.  However, if settlement is not
reached and the matters  proceed to trial,  an unfavorable  outcome could have a
material  adverse  effect on the  Company's  financial  position  and results of
operations.

         The Company has  commitments  to issue  common stock as a result of the
exercise of outstanding  options and warrants and other  agreements  that are in
excess of the Company's authorized number of shares of common stock, including a
loan convertible into 30,000,000  shares of the Company's common stock or 25% of
the Company's  outstanding  common stock on the date of exercise.  The Company's
Articles of Incorporation  currently authorize the issuance of 50,000,000 shares
of common stock.  Therefore,  before it can issue common stock upon the exercise
of options or warrants or in accordance with other obligations, the Company must
increase the number of authorized  shares of common  stock.  Any increase in the
authorized capital requires an amendment to the Articles of Incorporation, which
must be approved by the stockholders.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.  The Company did not issue any shares of its common  stock during
the quarter ended March 31, 2003.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         During the quarter ended March 31, 2003,  the Company was in default of
all debt  instruments  for non-payment in accordance with the terms of the note.
See "Note 1 - Management's Representation and Basis of Presentation."


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

         None


ITEM 5.  OTHER INFORMATION

         None



                                       12
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         99.1(a)      Certification  pursuant to 18 U.S.C.  ss.1350,  as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                      (b) Reports on Form 8-K

         99.1(b)      Certification  pursuant to 18 U.S.C.  ss.1350,  as adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                      (b) Reports on Form 8-K

         The   Company  did  not  file  any  Reports  on  Form  8-K  during  the
three-months ended March 31, 2003.






                                       13
<PAGE>



                                   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.


 HomeSeekers.com, Incorporated
 (Registrant)


 /s/ Steven M. Crane
 -----------------------------------
 Steven M. Crane
 President and Chief Operating Officer
 (Principal Financial and Chief Accounting Officer)



 Dated: June 2, 2003



                                       14
<PAGE>


                                  CERTIFICATION



 I, Thomas Chaffee, Chairman of the Board and Chief Executive  Officer,  certify
 that:

 1.   I have reviewed this Quarterly  Report on Form 10-QSB of  HomeSeekers.com,
 Incorporated;

 2.   Based on my knowledge,  this Quarterly  Report does not contain any untrue
 statement of a material fact or omit to state a material fact necessary to make
 the statements made, in light of the circumstances  under which such statements
 were made, not misleading  with respect to the period covered by this Quarterly
 Report;

 3.   Based on my  knowledge,  the  financial  statements,  and other  financial
 information  included in this Quarterly Report,  fairly present in all material
 respects the financial  condition,  results of operations and cash flows of the
 Registrant as of, and for, the periods presented in this Quarterly Report;

 4.   The  Registrant's  other  certifying  officers and I are  responsible  for
 establishing and maintaining  disclosure controls and procedures (as defined in
 Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material information relating to the Registrant, is made known to us by
         others within those entities,  particularly  during the period in which
         this Quarterly Report is being prepared;

         b) evaluated the effectiveness of the Registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this Quarterly Report (the "Evaluation Date"); and

         c)  presented  in this  Quarterly  Report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

 5.   The Registrant's other certifying officers and I have disclosed,  based on
 our  most  recent  evaluation,  to the  Registrant's  auditors  and  the  audit
 committee  of  Registrant's  board of  directors  (or  persons  performing  the
 equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  Registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  Registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  Registrant's
         internal controls; and

 6.   The Registrant's  other  certifying  officers and I have indicated in this
 Quarterly  Report  whether or not there were  significant  changes in  internal
 controls or in other factors that could significantly  affect internal controls
 subsequent to the date of our most recent evaluation,  including any corrective
 actions with regard to significant deficiencies and material weaknesses.


 Date:  June 2, 2003

 /s/ Thomas Chaffee
 -------------------------
 Thomas Chaffee
 Chairman of the Board and Chief Executive Officer



                                       15
<PAGE>


                                  CERTIFICATION



 I, Steven M. Crane,  President, Chief  Operating Officer, and  Director certify
 that:

 1.   I have reviewed this Quarterly  Report on Form 10-QSB of  HomeSeekers.com,
 Incorporated;

 2.   Based on my knowledge,  this Quarterly  Report does not contain any untrue
 statement of a material fact or omit to state a material fact necessary to make
 the statements made, in light of the circumstances  under which such statements
 were made, not misleading  with respect to the period covered by this Quarterly
 Report;

 3.   Based on my  knowledge,  the  financial  statements,  and other  financial
 information  included in this Quarterly Report,  fairly present in all material
 respects the financial  condition,  results of operations and cash flows of the
 Registrant as of, and for, the periods presented in this Quarterly Report;

 4.   The  Registrant's  other  certifying  officers and I are  responsible  for
 establishing and maintaining  disclosure controls and procedures (as defined in
 Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material information relating to the Registrant, is made known to us by
         others within those entities,  particularly  during the period in which
         this Quarterly Report is being prepared;

         b) evaluated the effectiveness of the Registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this Quarterly Report (the "Evaluation Date"); and

         c)  presented  in this  Quarterly  Report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

 5.   The Registrant's other certifying officers and I have disclosed,  based on
 our  most  recent  evaluation,  to the  Registrant's  auditors  and  the  audit
 committee  of  Registrant's  board of  directors  (or  persons  performing  the
 equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  Registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  Registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  Registrant's
         internal controls; and

 6.   The Registrant's  other  certifying  officers and I have indicated in this
 Quarterly  Report  whether or not there were  significant  changes in  internal
 controls or in other factors that could significantly  affect internal controls
 subsequent to the date of our most recent evaluation,  including any corrective
 actions with regard to significant deficiencies and material weaknesses.


 Date:  June 2, 2003

 /s/ Steven M. Crane
 -----------------------------
 Steven M. Crane
 President and Chief Operating Officer




                                       16
<PAGE>