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 March 31, 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 May 10, 2002.



<PAGE>


                          HOMESEEKERS.COM, INCORPORATED

                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2002


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

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

           Consolidated Condensed Statements of Operations
                    for the Quarters ended March 31, 2002
                    and 2001 (Unaudited)                                    4

           Consolidated Condensed Statements of Cash Flows for
                    the Quarters ended March 31, 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                     7

Item 3.    Quantitative and Qualitative Disclosures about Market Risk      10


Part II    Other Information

Item 1.    Legal Proceedings                                               10

Item 2.    Changes in Securities and Use of Proceeds                       11

Item 3.    Defaults Upon Senior Securities                                 11

Item 4.    Submission of Matters to a Vote of Security Holders             11

Item 5.    Other Information                                               11

Item 6.    Exhibits and Reports on Form 8-K                                11

SIGNATURES                                                                 12




                                       2
<PAGE>
<TABLE>
<CAPTION>

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

                                                             March 31,    December 31,
                                                               2002           2001
                                                             ---------    ------------
<S>                                                          <C>             <C>

                               ASSETS
Current assets
   Cash and cash equivalents                                 $     505       $   1,232
   Accounts receivable, net                                        223              57
   Accounts and notes receivable, related parties                   92              92
   Other assets                                                     94              86
                                                             ---------       ---------
      Total current assets                                         914           1,467

Investments, net                                                     7              20
Property and equipment, net                                      1,143           1,337
Purchased intangible assets, net                                     -               5
Other assets                                                        37              50
                                                             ---------       ---------
                                                             $   2,101       $   2,879
                                                             =========       =========

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
   Accounts payable                                          $   3,895       $   3,945
   Accrued payroll and other liabilities                         4,613           4,704
   Liability under purchase agreement                              500             500
   Long-term obligations, current portion                        1,032           1,046
   Deferred revenue, current portion                             2,626           2,722
                                                             ---------       ---------
      Total current liabilities                                 12,666          12,917
Long-term liabilities
   Long-term obligations                                         3,064           3,088
   Deferred   revenue                                              512             583
                                                             ---------       ---------
      Total long-term liabilities                                3,576           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                                   91,088          90,975
   Accumulated other comprehensive loss                           (193)           (180)
   Accumulated deficit                                        (105,085)       (104,553)
                                                             ---------       ---------
      Total stockholders' equity (deficit)                     (14,141)        (13,709)
                                                             ---------       ---------
                                                             $   2,101       $   2,879
                                                             =========       =========
</TABLE>

            See notes to consolidated condensed financial statements.

                                       3
<PAGE>



                         HOMESEEKERS.COM, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
             (Amounts in thousands, except share and per share data)
                                   (Unaudited)

                                                         2002          2001
                                                      ----------    ----------
Revenues                                              $    1,817    $    4,412
Cost of revenues                                             464         2,471
                                                      ----------    ----------
   Gross profit                                            1,353         1,941
                                                      ----------    ----------
Operating expenses
   Operating expenses                                      1,823         9,018
   Write down of assets                                        5         7,853
                                                      ----------    ----------
                                                           1,828        16,871
                                                      ----------    ----------
Loss from operations                                        (475)      (14,930)

Other income (expense)
   Interest expense                                         (204)         (184)
   Interest income                                             -            34
   Other, net                                                147           334
                                                      ----------    ----------
                                                             (57)          184
                                                      ----------    ----------
Net loss                                                    (532)      (14,746)
Other comprehensive loss                                     (13)          (31)
                                                      ----------    ----------
Total comprehensive loss                              $     (545)   $  (14,777)
                                                      ==========    ==========

Basic and diluted net loss per common share           $    (0.01)   $    (0.45)
                                                      ==========    ==========

Shares used in computing basic and diluted
  per share data                                      48,954,561    32,829,101
                                                      ==========    ==========


            See notes to consolidated condensed financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>

                          HOMESEEKERS.COM, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE QUARTERS ENDED MARCH 31, 2002 AND 2001
             (Amounts in thousands, except share and per share data)
                                   (Unaudited)
                                                                                  2002       2001
                                                                                --------   ---------
<S>                                                                             <C>        <C>
Cash flows from operating activities
   Net loss                                                                     $   (532)  $ (14,746)
   Adjustments to reconcile net loss to net cash used in
      operating activities
      Depreciation                                                                   265         368
      Amortization                                                                     -       3,002
      Write down of assets                                                             -       7,853
      Loss on sale of assets                                                           -          50
      Write down of intangible assets                                                  5           -
      Settlement of accounts payable and other liabilities                          (143)          -
      Equity in net losses of foreign affiliate                                        -        (382)
      Common stock and warrants issued for services                                    -         765
      Common stock and warrants issued for interest                                  113           -
   Changes in assets and liabilities net of effects from acquisitions
      Accounts receivable                                                           (166)        (62)
      Accounts receivable, related parties                                             -         (18)
      Other assets, current                                                           (8)       (156)
      Other assets                                                                    13         (20)
      Accounts payable                                                                82         195
      Accrued payroll and other liabilities                                          (80)       (349)
      Deferred revenue                                                              (167)        128
                                                                                --------   ---------
         Net cash used in operating activities                                      (618)     (3,372)
                                                                                --------   ---------
 Cash flows from investing activities
    Purchase of property and equipment                                               (71)       (106)
    Proceeds from sale of assets                                                       -         225
                                                                                --------   ---------
         Net cash provided by (used in) investing activities                         (71)        119
                                                                                --------   ---------
 Cash flows from financing activities
    Issuance of debt                                                                   -         787
    Repayments of debt                                                               (38)       (219)
    Net proceeds from sale/exercise of common stock, options
       and warrants                                                                    -       2,361
                                                                                --------   ---------
         Net cash provided by (used in) financing activities                         (38)      2,929
                                                                                --------   ---------
Net decrease in cash and cash equivalents                                           (727)       (324)
Cash and cash equivalents at beginning of period                                   1,232         586
                                                                                --------   ---------
Cash and cash equivalents at end of period                                      $    505   $     262
                                                                                ========   =========
</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 ended March 31, 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 - GOING CONCERN

         The  Company  incurred  net  losses  of   approximately   $532,000  and
$11,966,000  during the  three-months  ended March 31, 2002 and six-months ended
December 31,  2001,  respectively,  and at March 31, 2002 had a working  capital
deficit of approximately  $11,752,000,  an accumulated  deficit of approximately
$105,085,000  and a  stockholders'  deficit  of  approximately  $14,141,000.  In
addition,  the Company used cash of  approximately  $618,000 to fund  operations
during the most recent three-month  period. The reports of independent  auditors
on the  Company's  December  31,  2001 and June 30,  2001  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  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 3 - 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,
2002 the Company was obligated to issue to the former director  penalty warrants
to purchase an  additional  5.1 million  shares of the  Company's  common stock.
Interest expense recognized during the quarter ended March 31, 2002 attributable
to these warrants was $113,000.  Similarly,  interest  expense  attributable  to
these  warrants  recognized  during the  six-months  ended December 31, 2001 was
$631,000.

                                       6
<PAGE>

NOTE 4 - SUBSEQUENT EVENTS

         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  $90,000
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  $2.0 million,  which will be recorded in the
second quarter of fiscal 2002.


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.

         The Company has experienced recurring losses from operations and has an
accumulated  deficit  of  approximately  $105.1  million  and a working  capital
deficit of $11.8 million at March 31, 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.  In a press  release  dated March 12, 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.

                                       7
<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 loss from operations of $475,000 at March 31, 2002 is significantly
less than the $14.9 million loss from operations 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 decreased 59% from $4.4 million in the quarter ended March 31,
2001 to $1.8 million in the quarter ended March 31, 2002. This also represents a
31% decrease  from  revenues of $2.6 million in the quarter  ended  December 31,
2001. The primary reason for the decrease in revenues was the termination of the
Company's  publishing  operations  and the  sale of its MLS  operations  between
periods.  Revenues  recognized  during the  quarter  ended  March 31,  2002 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 $2.5 million in the quarter ended March
31,  2001 to  $464,000 in the quarter  ended  March 31,  2002.  The  decrease is
primarily a result of the  elimination  of the  publication  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 $9.0 million in the quarter
ended March 31, 2001 to $1.8  million in the quarter  ended March 31,  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 $4.7 million to $997,000
between quarterly periods and continued to decrease throughout the quarter ended
March 31, 2002.  Depreciation and  amortization  expense  recognized  during the
quarter ended March 31, 2002 was $265,000  compared to $1.9 million in the prior
period as the  Company  fully-depreciated  or  disposed  of  depreciable  assets
between periods.

                                       8
<PAGE>

         During the quarter  ended March 31, 2001,  the Company  wrote down $7.9
million of impaired  long-lived  assets. The write down included $3.9 million of
investment  in  foreign  affiliate,  $2.5  million of  intangible  assets of the
Company's publication operations, $900,000 of investments, and $600,000 of other
intangible assets. 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 $105.1
million,  and a working  capital  deficit of $11.8  million  at March 31,  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 March 31, 2002, the Company's cash balance was $505,000  compared to
$1.2 million at December 31, 2001, a decrease of $727,000.  From  inception  and
until only  recently,  the  Company  has  experienced  negative  cash flows from
operations.  During the quarter ended March 31, 2002, net cash used in operating
activities  was  approximately  $618,000  compared to net cash used in operating
activities of $3.4 million during the quarter ended March 31, 2001.  Adjustments
to reconcile the net loss to net cash used in operations during the three-months
ended  March  31,  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 first quarter of 2002
was $71,000 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 quarter ended March 31, 2001
was $119,000.

         Net cash used in financing  activities  during the quarter  ended March
31, 2002 was $38,000 and was attributable to debt repayments. During the quarter
ended March 31, 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 quarter  ended March 31, 2001 was
$2.9 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.


                                       9
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of March 31,  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  March  31,  2002.
Therefore, such investments are not subject to significant market risks.


                            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.  The Company has begun  preparation  of a
proxy  statement  for a meeting  of the  stockholders  that could be held at the
earliest  in June or July  2002,  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.


                                       10
<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 March 31, 2002.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         During the quarter ended March 31, 2002,  the Company was in default of
one debt  instrument for  non-payment in accordance  with the terms of the note.
See "Note 3 - 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).

         (b) Reports on Form 8-K

         On February 13, 2002, the Company filed a Report on Form 8-K stating it
         had a)  engaged  the  firm of  Corbin  & Wertz  as its new  independent
         accountants  as of  February  12,  2002 and b)  amended  the  Company's
         Amended and Restated  Bylaws to adopt a calendar  fiscal year such that
         the last day of the Registrant's fiscal year will be December 31.


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                                   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:   May 12, 2002





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