UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

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

                For the quarterly period ended September 30, 2002

                                       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 November 15, 2002.



<PAGE>





                          HOMESEEKERS.COM, INCORPORATED
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2002


Part I    Financial Information                                           Page
                                                                          ----
Item 1.   Financial Statements:

          Consolidated Condensed Balance Sheets as of
             September 30, 2002 (Unaudited) and December 31, 2001           3

          Consolidated Condensed Statements of Operations
             for the Quarters ended September 30, 2002
             and 2001 (Unaudited) and Nine-Months ended
             September 30, 2002 and 2001 (Unaudited)                        4

          Consolidated Condensed Statements of Cash Flows for
             the Nine-Months ended September 30, 2002
             and 2001 (Unaudited)                                           5

          Notes to Consolidated Condensed Financial Statements              6

Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                            8

Item 3.   Quantitative and Qualitative Disclosures about Market Risk       11

Item 4.   Controls and Procedures                                          12


Part II   Other Information

Item 1.   Legal Proceedings                                                12

Item 2.   Changes in Securities and Use of Proceeds                        13

Item 3.   Defaults Upon Senior Securities                                  13

Item 4.   Submission of Matters to a Vote of Security Holders              13

Item 5.   Other Information                                                13

Item 6.   Exhibits and Reports on Form 8-K                                 13

SIGNATURES                                                                 14

CERTIFICATIONS                                                             15




                                       2
<PAGE>

<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                      CONSOLIDATED CONDENSED BALANCE SHEETS
             (Amounts in thousands, except share and per share data)

                                                                 September 30,     December 31,
                                                                     2002              2001
                                                                 -------------     -------------
                                                                  (Unaudited)
                                     ASSETS
<S>                                                              <C>               <C>
Current assets
   Cash and cash equivalents                                     $         447     $       1,232
   Accounts receivable, net of allowance for doubtful
    accounts of $65 and $190, respectively                               1,209                57
   Accounts and notes receivable, related parties                         --                  92
   Other assets                                                            109                86
                                                                 -------------     -------------
      Total current assets                                               1,765             1,467

Investments, net                                                          --                  20
Property and equipment, net                                                593             1,337
Purchased intangible assets, net                                          --                   5
Other assets                                                                 7                50
                                                                 -------------     -------------
                                                                 $       2,365     $       2,879
                                                                 =============     =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
   Accounts payable                                              $       3,319     $       3,945
   Accrued payroll and other liabilities                                 2,353             4,704
   Liability under purchase agreement                                      500               500
   Long-term obligations, current portion                                3,792             1,046
   Deferred revenue, current portion                                     2,280             2,722
                                                                 -------------     -------------
      Total current liabilities                                         12,244            12,917
Long-term liabilities
   Long-term obligations                                                    37             3,088
   Deferred revenue                                                        456               583
                                                                 -------------     -------------
      Total long-term liabilities                                          493             3,671

Commitments and contingencies                                             --                --

Stockholders' equity (deficit)
   Common stock, $.001 par; 50,000,000 shares authorized;
      48,954,561 shares issued and outstanding                              49                49
   Additional paid-in capital                                           91,501            90,975
   Accumulated other comprehensive loss                                   (200)             (180)
   Accumulated deficit                                                (101,722)         (104,553)
                                                                 -------------     -------------
      Total stockholders' equity (deficit)                             (10,372)          (13,709)
                                                                 -------------     -------------
                                                                 $       2,365     $       2,879
                                                                 =============     =============
</TABLE>

            See notes to consolidated condensed financial statements.



                                       3
<PAGE>
<TABLE>
<CAPTION>

                          HOMESEEKERS.COM, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
             FOR THE QUARTERS ENDED SEPTEMBER 30, 2002 AND 2001 AND
              FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
             (Amounts in thousands, except share and per share data)
                                   (Unaudited)

                                                    Quarters Ended                       Nine-Months Ended
                                                     September 30,                         September 30,
                                                 2002              2001                2002              2001
                                             ------------------------------        ------------------------------
<S>                                          <C>               <C>                 <C>               <C>
Revenues                                     $      3,451      $      3,403        $      7,875      $     11,498
Cost of revenues                                      529               794               1,492             8,877
                                             ------------      ------------        ------------      ------------

   Gross profit                                     2,922             2,609               6,383             2,621
                                             ------------      ------------        ------------      ------------
Operating expenses
   Operating expenses                               2,338             7,278               6,049            22,801
   Write down of assets                              --                 843                   5            20,130
                                             ------------      ------------        ------------      ------------

                                                    2,338             8,121               6,054            42,931
                                             ------------      ------------        ------------      ------------

Income (loss) from operations                         584            (5,512)                329           (40,310)

Other income (expense)
   Interest expense                                  (167)             (542)               (582)           (1,403)
   Interest income                                      5                 2                   6                39
   Other, net                                         462               (63)              3,077               160
                                             ------------      ------------        ------------      ------------

                                                      300              (603)              2,501            (1,204)
                                             ------------      ------------        ------------      ------------

Net Income (loss)                                     884            (6,115)              2,830           (41,514)
Other comprehensive loss                             --                --                   (20)             (157)
                                             ------------      ------------        ------------      ------------

Total comprehensive income (loss)            $        884      $     (6,115)       $      2,810      $    (41,671)
                                             ============      ============        ============      ============

Net income (loss) per common share
    Basic                                    $       0.02      $      (0.13)       $       0.06      $      (0.98)
                                             ============      ============        ============      ============
    Diluted                                  $       0.02      $      (0.13)       $       0.06      $      (0.98)
                                             ============      ============        ============      ============

Shares used in computing per share data
    Basic                                      48,954,561        48,154,736          48,954,561        42,379,049
                                             ============      ============        ============      ============
    Diluted                                    49,094,561        48,154,736          49,094,561        42,379,049
                                             ============      ============        ============      ============
</TABLE>

            See notes to consolidated condensed financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
              FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                             (Amounts in thousands)
                                   (Unaudited)
                                                                            2002          2001
                                                                          --------      --------
<S>                                                                       <C>           <C>
Cash flows from operating activities
   Net income (loss)                                                      $  2,830      $(41,514)
   Adjustments to reconcile net income (loss) to net cash used in
      operating activities
      Depreciation                                                             860         1,218
      Amortization                                                            --           5,086
      Write down of assets                                                    --          20,278
      Compensation expense from option repricing                              --            (230)
      Gain from extinguishment of debt                                      (2,227)         --
      Write down of intangible assets                                            5          --
      Settlement of accounts payable and other liabilities                    (896)         --
      Equity in net losses of foreign affiliate                               --            (463)
      Common stock and warrants issued for services                           --           3,271
      Common stock and warrants issued for interest                            286         1,320
      Other                                                                   --             405
   Changes in assets and liabilities net of effects from acquisitions
      Accounts receivable                                                   (1,152)          773
      Accounts receivable, related parties                                    --              63
      Prepaid expenses                                                         (23)          287
      Other assets                                                              43           (38)
      Accounts payable                                                         270         1,440
      Accrued payroll and other liabilities                                    208         2,611
      Deferred revenue                                                        (569)         (432)
                                                                          --------      --------
         Net cash used in operating activities                                (365)       (5,925)
                                                                          --------      --------
 Cash flows from investing activities
     Purchase of property and equipment                                       (115)         (227)
     Proceeds from sale of intangibles                                        --             354
     Payment from foreign affiliate                                           --             200
     Proceeds from sale of assets                                             --               5
      Other                                                                   --               8
                                                                          --------      --------
         Net cash provided by (used in) investing activities                  (115)          340
                                                                          --------      --------
 Cash flows from financing activities
    Issuance of debt                                                          --           2,741
    Repayments of debt                                                        (305)         (472)
    Net proceeds from sale/exercise of common stock, options
       and warrants                                                           --           3,035
                                                                          --------      --------
         Net cash provided by (used in) financing activities                  (305)        5,304
                                                                          --------      --------

Net decrease in cash and cash equivalents                                     (785)         (281)
Cash and cash equivalents at beginning of period                             1,232           586
                                                                          --------      --------

Cash and cash equivalents at end of period                                $    447      $    305
                                                                          ========      ========
</TABLE>

            See notes to consolidated condensed financial statements.


                                       5
<PAGE>


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


NOTE 1 - MANAGEMENT'S REPRESENTATION AND BASIS OF PRESENTATION

         The consolidated  condensed 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
consolidated  financial  statements and notes thereto  included in the Company's
Annual  Report on Form 10-K for the year ended  December  31,  2001,  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 six-months  ended  December 31, 2001 has been omitted.  The
results of operations for the quarter and  nine-months  ended September 30, 2002
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.


NOTE 2 - NEW ACCOUNTING STANDARD

         On April 30,  2002 the  Financial  Accounting  Standards  Board  (FASB)
issued Statement 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections. FASB 145 rescinds Statement
4,  which  required  all gains and  losses  from  extinguishments  of debt to be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect.  Early application of the provisions of FASB 145 may be as of
the beginning of the fiscal year or as of the beginning of the interim period in
which FASB 145 is issued.  The  Company  has elected to adopt FASB 145 as of the
beginning of the current fiscal year.

         As  discussed in Note 5, on April 23, 2002 the Company and three of its
former  officers  canceled  certain  separation  and  settlement  agreements and
entered  into  new  agreements  that  generated  a  gain  on the  settlement  of
approximately $2.2 million. As a result of the adoption of FASB 145, the Company
recorded the gain as other income  during the quarter  ended June 30, 2002 as it
did not meet the criteria for treatment as an extraordinary item as provided for
in APB Opinion 30. The impact on diluted  earnings per share for the quarter and
year-to-date June 30, 2002 was $.04 per share.

         In June 2002, the Financial  Accounting  Standards  Board (FASB) issued
Statement  No.  146,  "Accounting  for Costs  Associated  with Exit or  Disposal
Activities."  This Statement  addresses  financial  accounting and reporting for
costs associated with exit or disposal  activities and nullifies Emerging Issues
Task Force (EITF) Issue No. 94-3,  "Liability  Recognition for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred in a  Restructuring)."  The  provisions  of this  Statement  are
effective for exit or disposal  activities that are initiated after December 31,
2002,  with  early  application  encouraged.  The  Company  does not  expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.


                                       6
<PAGE>


NOTE 3 - GOING CONCERN

         The  Company  reported  net income of  approximately  $884,000  for the
quarter ended September 30, 2002 and incurred a net loss of approximately  $12.0
million during the six-months ended December 31, 2001, and at September 30, 2002
had a working capital  deficit of  approximately  $10.5 million,  an accumulated
deficit  of  approximately  $101.7  million  and  a  stockholders'   deficit  of
approximately $10.4 million. In addition, the Company used cash of approximately
$364,000  to fund  operations  during the most  recent  nine-month  period.  The
reports of independent  auditors on the Company's December 31, 2001 and June 30,
2001  consolidated   financial  statements  include  an  explanatory   paragraph
indicating there is substantial doubt about the Company's ability to continue as
a going concern.  In October 2001, the Company  borrowed $3.0 million to pay off
existing debt and for working  capital needs. In December 2001, the Company sold
an operating  division,  generating net cash of approximately $1.7 million.  The
Company  has reduced  its fixed  operating  expenses  and has  consolidated  its
operations  into one location.  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.  The Company is operating with a new
management  team  and  has  undertaken  a  significant   restructuring   of  its
operations.  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
consolidated  condensed  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.


NOTE 4 - 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 September 30,
2002 the Company was obligated to issue to the former director  penalty warrants
to purchase an  additional  7.8 million  shares of the  Company's  common stock.
Interest  expense  recognized  during  the  quarter  ended  September  30,  2002
attributable  to  these  warrants  was  $74,000.  Similarly,   interest  expense
attributable to these warrants  recognized  during the six-months ended December
31, 2001 was $631,000.


NOTE 5 - GAIN FROM EXTINGUISHMENT OF DEBT

         On April 23, 2002 the Company and three of its former officers canceled
certain  separation  and  settlement  agreements  entered  into  during July and
September  2001 and entered  into new  agreements  that,  among other  features,
voided  a  36-month  stock  issuance  provision  as well as any  remaining  cash
obligations  under the old agreements.  The Company agreed to issue a total of 1
million  shares of stock to each of two of the officers and warrants to purchase
1 million  shares of the  Company's  common stock to each of the three  officers
exercisable  during a 5 year period at an exercise price of $.10 per share.  The
Company agreed to forgive certain indebtedness  totaling  approximately  $92,000
from one officer.  Any  issuances of common stock or any exercise of warrants to
purchase  common stock as  contemplated  by the new agreements are subject to an
increase  in the  authorized  number of common  shares  available  which must be
approved by the  Company's  stockholders.  The gain on the  settlement  of these
agreements totaled approximately $2.2 million, which was recorded in the quarter
ended June 30, 2002.


                                       7
<PAGE>


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

Overview

         The  following   discussion  of  financial  condition  and  results  of
operations  should  be read  in  conjunction  with  the  consolidated  condensed
financial  statements and notes thereto included elsewhere in this report.  This
Form 10-Q  contains  "forward-looking  statements"  within  the  meaning  of the
Private  Securities  Litigation  Reform  Act of 1995  that  involves  risks  and
uncertainties,   such  as  statements  of  the  Company's   plans,   objectives,
expectations  and intentions.  When used in this Form 10-Q, the words "expects,"
"anticipates,"  "intends"  and "plans" and similar  expressions  are intended to
identify forward-looking statements. The cautionary statements made in this Form
10-Q  should  be  read  as  being  applicable  to  all  related  forward-looking
statements  wherever they appear in this  document.  Actual results could differ
materially  from those  discussed  in or implied by this Form 10-Q.  The Company
does not intend to update any of the  forward-looking  statements after the date
of this filing to conform those statements to actual results. Factors that could
cause or contribute to such differences include those discussed below.

         Prior  to the  quarter  ended  September  30,  2002,  the  Company  had
experienced  recurring losses from operations and has an accumulated  deficit of
approximately  $101.7 million and a working  capital deficit of $10.5 million at
September  30, 2002 and limited cash  reserves.  Because of these  factors,  the
reports of the independent auditors on the consolidated financial statements for
the  six-months  ending  December  31,  2001 and the year  ended  June 30,  2001
included an explanatory  paragraph  indicating there is substantial  doubt about
the Company's ability to continue as a going concern.

         In October  2001 the Company  borrowed  $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.  Since  November 2001, the Company has
moved  quickly  to reduce  its fixed  operating  expenses  and  consolidate  its
operations  into one location.  During its first quarter  ending March 31, 2002,
the Company announced that, for the first time in its history, it was generating
revenues and cash flows sufficient to cover current operating needs. However, as
noted above,  the Company  continues to maintain a significant  working  capital
deficit from its prior  activities  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.  See  "Liquidity  and
Capital Resources." 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.



                                       8
<PAGE>


         The Company is operating with a new management  team and has undertaken
a  significant  restructuring  of its  operations.  As a direct  result of these
efforts,  the Company generated positive earnings from operations and posted net
income of  approximately  $884,000 for the quarter ended  September 30, 2002, as
compared  to a net loss of  approximately  $6,115,000  in the  comparable  prior
period. The Company is currently operating at profitable levels;  however, 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.  If the Company is unable to achieve these
results or otherwise cannot obtain additional  financing on acceptable terms, it
is likely that the Company would cease operations.

Results of Operations

         Revenues

         Revenues  increased 3% from $3.4 million in the quarter ended September
30, 2001 to $3.5 million in the quarter  ended  September  30,  2002.  This also
represents a 35%  increase  from  revenues of $2.6 million in the quarter  ended
June 30, 2002. For the nine-months  ended September 30, 2002 revenues  decreased
31% to $7.9 million  from $11.5  million in the  comparable  prior  period.  The
primary  reason  for the  decrease  in  revenues  from the prior  period was the
termination  of the  Company's  publishing  operations  and the  sale of its MLS
operations  between  periods.  Revenues  recognized  during  the  quarter  ended
September 30, 2002 were  primarily  composed of sales of the Company's  software
productivity  tools for real estate agents,  hosting fees  associated  with real
estate  agent web sites,  and fees for  customized  software  development,  data
aggregation,  and hosting  services  for  third-parties  including  the one-time
recognition of $1.2 million  associated with the delivery of one custom software
project.

         Cost of Revenues

         Cost of revenues decreased from $794,000 in the quarter ended September
30, 2001 to $529,000 in the quarter ended September 30, 2002, and decreased from
$8.9 million in the nine-months  ended September 30, 2001 to $1.5 million in the
nine-months  ended September 30, 2002. The decrease is primarily a result of the
elimination  of the  publication  operations  and the sale of its MLS operations
between  periods,  which had a  significantly  higher cost of  revenue,  and the
inclusion  in cost  of  revenues  in the  prior  period  of  amortization  costs
associated with certain purchased technology from prior business acquisitions.

         Operating Expenses and Write-Down of Assets

         Total  operating  expenses  decreased  from $8.1 million in the quarter
ended  September  30, 2001 to $2.3 million in the quarter  ended  September  30,
2002, and decreased from $42.9 million in the  nine-months  ended  September 30,
2001 to $6.1 million in the  nine-months  ended  September  30,  2002.  As noted
above,  the  Company  eliminated  its  publication  operations  and sold its MLS
operations  between periods.  Additionally,  the Company undertook a significant
restructuring  and  consolidation  of its remaining  business  units in order to
significantly reduce its operating expenses and achieve positive cash flows. The
largest single component of operating  expenses in both periods was compensation
and  related  expenses.  As a result  of the  above,  compensation  and  related
expenses included in operating  expenses decreased from $1.9 million to $908,000
between  quarterly  periods,  and decreased from $9.0 million in the nine-months
ended September 30, 2001 to $2.7 million in the nine-months  ended September 30,
2002.  Depreciation  and  amortization  expense  included in operating  expenses
during the quarter ended September 30, 2002 was $289,000 compared to $913,000 in
the prior  period and  decreased  from $3.2  million  to  $860,000  between  the
nine-month periods, as the Company  fully-depreciated or disposed of depreciable
assets between periods.



                                       9
<PAGE>


         During the quarter  ended  September  30, 2001,  the Company wrote down
$843,000 of impaired  long-lived assets. For the nine-months ended September 30,
2001 the Company  wrote down a total of $20.1  million of impaired  assets.  The
write-downs  included an investment in a foreign affiliate,  significant amounts
of purchased  intangible  assets in connection  with various  acquisitions,  and
other investments. After careful assessment of various factors relating to these
assets,   including  the  Company's   decision  to  discontinue  its  publishing
operations  and  continued   negative  stock  market   conditions  for  emerging
technology companies, management determined it was appropriate to write down the
value of these assets.  Accordingly,  such assets were written down to estimated
fair value based on estimated  future  undiscounted net cash flows in accordance
with Statement of Financial Accounting Standards No. 121.

Liquidity and Capital Resources

         The Company has limited cash reserves, an accumulated deficit of $101.7
million,  and a working  capital deficit of $10.5 million at September 30, 2002.
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 consolidated financial
statements  for the  six-months  ended December 31, 2001, and for the year ended
June 30, 2001, included an explanatory paragraph indicating there is substantial
doubt about the Company's ability to continue as a going concern.

         At September 30, 2002, the Company's cash balance was $447,000 compared
to  $1,232,000  at December  31,  2001,  a net  decrease of  $785,000.  Cash and
customer receivables, net of allowances for doubtful accounts, increased between
periods,  from  $1,289,000  to  $1,656,000 at September 30, 2002, an increase of
$367,000.  From inception and until only recently,  the Company has  experienced
negative cash flows from operations.  During the nine-months ended September 30,
2002, net cash used in operating activities was approximately  $365,000 compared
to net cash used in operating  activities of $5,925,000  during the  nine-months
ended September 30, 2001. Adjustments to reconcile the net loss to net cash used
in  operations  during the  nine-months  ended  September  30,  2001  included a
significant   amount  of  non-cash   expenses   attributable  to   depreciation,
amortization and write-down of assets in the prior period.

         Net cash used in  investing  activities  during the  nine-months  ended
September  30, 2002 was  $115,000  for the  purchase of  computer  hardware  and
equipment necessary to the Company's business.  Subject to the sale of assets in
the prior  period,  the net cash  provided by  investing  activities  during the
nine-months ended September 30, 2001 was $340,000.



                                       10
<PAGE>


         Net cash used in  financing  activities  during the  nine-months  ended
September 30, 2002 was $305,000 and was attributable to debt repayments.  During
the  nine-months  ended  September  30,  2001,  a  significant  portion  of  the
operations of the Company was funded through the issuance of equity  securities.
Accordingly,   the  net  cash  provided  by  financing   activities  during  the
nine-months ended September 30, 2001 was $5.3 million.

RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         Investors are cautioned  that this Form 10-Q 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 consolidated  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. On an
on-going  basis,  management  evaluates its estimates and  judgments,  including
those related to revenue recognition,  intangible assets,  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 or conditions.  These accounting policies
are described at relevant  sections in this  discussion  and analysis and in the
notes to the consolidated  financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2001.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of  September  30,  2002,  the  Company  was  not  a  party  to  any
significant financing arrangements that are subject to significant interest rate
risk. In addition,  the Company had no material  investments as of September 30,
2002. Therefore, such investments are not subject to significant market risks.



                                       11
<PAGE>


ITEM 4.  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,  such officers have
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.

         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   consolidated
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.  In July 2002 the Company appointed three
additional  individuals  to its  board of  directors  for a total of four  board
members.  Although  it  is  within  corporate  guidelines  to  create  permanent
appointments,  these appointments are considered temporary until ratified by the
stockholders.  Among other matters,  the board is considering  the earliest date
feasible  for a  meeting  of the  stockholders  at which  the  Company  may seek
approval  to  increase  the  authorized  number of shares of common  stock in an
amount  necessary  to meet the  existing  obligations.  If the Company  does not
timely  receive  approval of this  increase,  it may be forced to default on its
obligations.  Additionally, the Company relied heavily on the issuance of common
stock in the past for funding of its  operations.  If it does not  increase  the
number of shares  available for issuance,  the Company will not be able to issue
stock to fund its business  operations or otherwise  raise capital until such an
increase is approved and effected.



                                       12
<PAGE>


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 September 30, 2002.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         During the quarter ended September 30, 2002, the Company was in default
of one debt instrument for non-payment in accordance with the terms of the note.
See "Note 4 - Equity Transactions."


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

None


ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         3.1    Articles  of  Incorporation  of  the  Company  (incorporated  by
                reference to Exhibit 4.1 to the Company's Registration Statement
                on Form S-3,  as amended  (Commission  File No.  333-32586),  as
                filed  with  the   Securities  and  Exchange   Commission   (the
                "Commission") on March 15, 2000 (the "S-3").

         3.2    Amended and  Restated  Bylaws of  HomeSeekers.com,  Incorporated
                (incorporated  by  reference  to  Exhibit  3.1 to the  Company's
                Current  Report on Form 8-K, as filed with the Commission on May
                23, 2000).

         99.1(a) and 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 issue any  Reports on Form 8-K during the quarter
         ending September 30, 2002.



                                       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:   November 18, 2002





                                       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-Q 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,   including  its
         consolidated  subsidiaries,  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: November 18, 2002

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



                                       15
<PAGE>


                                  CERTIFICATION



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

 1. I have  reviewed  this  Quarterly  Report on Form  10-Q 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,   including  its
         consolidated  subsidiaries,  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: November 18, 2002

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



                                       16
<PAGE>