<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        COMMISSION FILE NUMBER: 0-23835

                            ------------------------

                         HOMESEEKERS.COM, INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                        <C>
                          NEVADA                                           87-0397464
             (State or Other Jurisdiction of                  (I.R.S. Employer Identification No.)
              Incorporation or Organization)

     6490 S. MCCARRAN BLVD. SUITE D-28, RENO, NEVADA                         89509
         (Address of Principal Executive Offices)                          (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (775) 827-6886

                            ------------------------

    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: 44,696,731 shares of common
stock, $.001 par value, outstanding as of May 8, 2001.

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<PAGE>
                         HOMESEEKERS.COM, INCORPORATED
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                        --------
<S>      <C>                                                            <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Consolidated Condensed Balance Sheets as of March 31, 2001
         and June 30, 2000...........................................       3

         Consolidated Condensed Statements of Operations for the
         Quarters ended March 31, 2001 and 2000......................       4

         Consolidated Condensed Statements of Operations for the Nine
         Months ended March 31, 2001 and 2000........................       5

         Consolidated Condensed Statements of Cash Flows for the Nine
         Months ended March 31, 2001 and 2000........................       6

         Notes to Consolidated Condensed Financial Statements........       8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................      12

Item 3.  Quantitative and Qualitative Disclosures about Market
         Risk........................................................      18

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...........................................      19

Item 2.  Changes in Securities and Use of Proceeds...................      19

Item 3.  Defaults Upon Senior Securities.............................      19

Item 4.  Submission of Matters to a Vote of Security Holders.........      20

Item 5.  Other Information...........................................      20

Item 6.  Exhibits and Reports on Form 8-K............................      21

SIGNATURES...........................................................      22
</TABLE>

                                       2
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

                     CONSOLIDATED CONDENSED BALANCE SHEETS

            (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                               MARCH 31,    JUNE 30,
                                                                 2001         2000
                                                              -----------   ---------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                       ASSETS
Current assets
  Cash and cash equivalents.................................   $    262     $  2,078
  Accounts receivable, net of allowance for uncollectible
    accounts of $416 and $141...............................      1,265        1,023
  Accounts and notes receivable, related parties............        154          159
  Prepaid expenses..........................................        643          897
                                                               --------     --------
    Total current assets....................................      2,324        4,157

Investments, net of valuation allowance of $3,405 and
  $3,153....................................................      1,018        3,535
Investment in foreign affiliate.............................      1,000        7,517
Property and equipment, net.................................      3,045        4,163
Purchased intangible assets, net of accumulated amortization
  of $9,315 and $4,150......................................     15,633       20,531
Other assets................................................        236          123
                                                               --------     --------
                                                               $ 23,256     $ 40,026
                                                               ========     ========

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable..........................................   $  2,702     $  1,570
  Accrued payroll and other liabilities.....................      1,791        1,479
  Liability under purchase agreement........................        500        1,500
  Long-term obligations, current portion....................      1,064           99
  Deferred revenue..........................................      3,896        4,162
                                                               --------     --------
    Total current liabilities...............................      9,953        8,810
Long-term liabilities
  Long-term obligations.....................................        172          153
  Deferred revenue..........................................      1,726          862
                                                               --------     --------
    Total long-term liabilities.............................      1,898        1,015

Commitments and contingencies

Stockholders' equity
  Common stock, $.001 par value; 50,000,000 shares
    authorized; 44,538,681 and 21,433,210 shares issued and
    outstanding.............................................         45           21
  Additional paid in capital................................     83,510       72,113
  Accumulated deficit.......................................    (71,936)     (40,960)
  Note receivable from officer..............................       (170)        (320)
  Accumulated other comprehensive loss......................        (44)        (653)
                                                               --------     --------
    Total stockholders' equity..............................     11,405       30,201
                                                               --------     --------
                                                               $ 23,256     $ 40,026
                                                               ========     ========
</TABLE>

           See notes to consolidated condensed financial statements.

                                       3
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000

            (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2001         2000
                                                              ----------   ----------
<S>                                                           <C>          <C>
Revenues....................................................  $    4,412   $    3,396
Cost of revenues............................................       2,471        1,189
                                                              ----------   ----------
    Gross profit............................................       1,941        2,207
Operating expenses..........................................       9,018        7,993
Write down of assets........................................       7,853           --
                                                              ----------   ----------
Loss from operations........................................     (14,930)      (5,786)
Other income (expense):
    Interest expense........................................        (184)          (8)
    Interest income.........................................          34           53
    Other, net..............................................         334           57
                                                              ----------   ----------
                                                                     184          102
                                                              ----------   ----------

Net loss....................................................     (14,746)      (5,684)
Other comprehensive income (loss)...........................         (31)          83
                                                              ----------   ----------
Total comprehensive loss....................................  $  (14,777)  $   (5,601)
                                                              ==========   ==========
Basic and diluted net loss per common share.................  $     (.45)  $     (.32)
                                                              ==========   ==========
Shares used in computing basic and diluted per share data...  32,829,101   17,665,329
                                                              ==========   ==========
</TABLE>

           See notes to consolidated condensed financial statements.

                                       4
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
               FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000

            (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2001         2000
                                                              ----------   ----------
<S>                                                           <C>          <C>
Revenues....................................................  $   13,708   $    7,413
Cost of revenues............................................       7,948        2,500
                                                              ----------   ----------
    Gross profit............................................       5,760        4,913
Operating expenses..........................................      27,298       18,373
Write down of assets........................................       7,853           --
                                                              ----------   ----------
Loss from operations........................................     (29,391)     (13,460)
Other income (expense):
    Interest expense........................................        (267)         (22)
    Interest income.........................................          70          238
    Other, net..............................................      (1,386)         135
                                                              ----------   ----------
                                                                  (1,583)         351
                                                              ----------   ----------
Net loss....................................................     (30,974)     (13,109)
Other comprehensive income (loss)...........................         609         (151)
                                                              ----------   ----------
Total comprehensive loss....................................  $  (30,365)  $  (13,260)
                                                              ==========   ==========
Basic and diluted net loss per common share.................  $    (1.17)  $     (.79)
                                                              ==========   ==========
Shares used in computing basic and diluted per share data...  26,519,259   16,544,979
                                                              ==========   ==========
</TABLE>

           See notes to consolidated condensed financial statements.

                                       5
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

               FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000
                             (AMOUNTS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Cash flows from operating activities
  Net loss..................................................  $(30,974)  $(13,109)
  Adjustments to reconcile net loss to net cash used in
    operating activities
    Depreciation............................................     1,187        532
    Amortization............................................     8,132      2,391
    Write down of assets....................................     7,853         --
    Loss (gain) on sale of securities.......................       974        (46)
    Loss (gain) on sale of assets...........................        50         (8)
    Equity in net losses of foreign affiliate...............       364         --
    Common stock and warrants issued for services...........     1,415        261
  Changes in assets and liabilities net of effects from
    acquisitions
    Accounts receivable.....................................       (99)       (10)
    Accounts receivable, related parties....................        (2)        --
    Prepaid expenses........................................       254       (323)
    Other assets............................................       (83)       (12)
    Accounts payable........................................       735       (476)
    Accrued payroll and other liabilities...................      (181)     1,426
    Deferred revenue........................................       598      1,419
                                                              --------   --------
      Net cash used in operating activities.................    (9,777)    (7,931)

Cash flows from investing activities
  Purchase of property and equipment........................      (928)    (1,395)
  Purchase of intangible assets.............................      (213)    (1,339)
  Business acquisitions, net of cash........................        --     (1,205)
  Proceeds from sales of assets.............................       225         12
  Proceeds from sales of investments........................     1,291        101
  Proceeds from settlement agreement........................        --        287
  Repayments of notes receivable, related parties...........       157         --
  Other.....................................................        --        (30)
                                                              --------   --------
      Net cash provided by (used in) investing activities...       532     (3,569)

Cash flows from financing activities
  Proceeds from debt........................................     1,042         --
  Repayments of debt........................................      (494)      (427)
  Net proceeds from sale/exercise of common stock, options,
    and warrants............................................     6,881      7,637
                                                              --------   --------
      Net cash provided by financing activities.............     7,429      7,210

Net decrease in cash........................................    (1,816)    (4,290)
Cash and cash equivalents at beginning of period............     2,078     10,617
                                                              --------   --------
Cash and cash equivalents at end of period..................  $    262   $  6,327
                                                              ========   ========
</TABLE>

           See notes to consolidated condensed financial statements.

                                       6
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)

               FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000
                             (AMOUNTS IN THOUSANDS)
                                  (UNAUDITED)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Cash paid for interest......................................  $     8     $   22
                                                              =======     ======

Cash paid for income taxes..................................  $    --     $   --
                                                              =======     ======

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
                                                                 2001       2000
                                                              -------     ------
Common stock issued for advertising/exclusive provider
arrangement.................................................  $    --     $5,091
Common stock issued for investment..........................       --      3,000
Common stock issued for payment of accrued liabilities......    1,000        200
Common stock issued for purchase of intangibles.............       --        678
Adjustment of purchase price for contingent consideration...      403         --
Equipment acquired under capital lease......................       71         --

BUSINESS ACQUISITIONS:
Common stock issued in business acquisitions................  $(2,587)    $(9,960)
Cash paid...................................................       --       (200)
Accounts receivable, net....................................      145        343
Prepaid expenses............................................       30         30
Property and equipment......................................      298        119
Purchased intangible assets.................................    3,309     11,633
                                                              -------     ------
Liabilities assumed and transaction costs...................  $ 1,195     $1,965
                                                              =======     ======
</TABLE>

           See notes to consolidated condensed financial statements.

                                       7
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

                                  (UNAUDITED)

NOTE 1--BASIS OF PRESENTATION

    The Company's financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnote disclosures
required by generally accepted accounting principles for complete financial
statements. These 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 Form 10-KSB/A (Amendment
No. 1) for the year ended June 30, 2000, previously filed with the Securities
and Exchange Commission. The results of operations for the quarter and the nine
months ended March 31, 2001 are not necessarily indicative of the results that
will be realized for the fiscal year ending June 30, 2001. Certain prior period
amounts have been reclassified to conform to the current period's presentation.

NOTE 2--EQUITY TRANSACTIONS

    During the nine months ended March 31, 2001, the Company sold 12,337,046
shares of the Company's common stock to institutional investors at prices
ranging from $.14 to $3.00 per share, resulting in net cash proceeds to the
Company of approximately $6,881,000.

    During the nine months ended March 31, 2001, the Company issued a total of
2,877,960 shares of the Company's common stock for services valued at
approximately $793,000. The 2,648,782 shares issued during the quarter ended
March 31, 2001 were for severance and employee terminations expense of $540,000.
The Company also issued warrants to purchase a total of 842,106 shares of common
stock for services valued at $622,000 at exercise prices ranging from $.19 to
$3.00 per share. Warrants to purchase 200,000 shares were issued in connection
with a severance agreement and valued at $85,000. Warrants to purchase 375,000
shares were issued in connection with a loan from a director (Note 9) and valued
at $125,000.

    During the nine months ended March 31, 2001, the Company issued 1,284,146
shares of the Company's common stock in repayment of $1,000,000 of a liability
under purchase agreement.

    During the nine months ended March 31, 2001, the Company issued 6,106,151
shares of the Company's common stock pursuant to agreements for previously
completed business acquisitions that required the issuance of additional shares
of the Company's common stock in the event the market price of the Company's
common stock declined.

    During the nine months ended March 31, 2001, the Company issued warrants to
purchase a total of 4,358,992 shares of the Company's common stock at exercise
prices ranging from $.19 to $3.00 per share in connection with the eBay
agreement (Note 5), various financings, and for services rendered by members of
the Company's Board of Directors.

    On January 12, 2001, the Company's Board of Directors approved the repricing
of all outstanding employee stock options to $.593 per share. Prior vesting
schedules and the number of shares underlying the options remained unchanged.
Under recently issued accounting rules relating to option repricings, the
options will now require variable accounting treatment, with appropriate charges
to compensation

                                       8
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2001

                                  (UNAUDITED)

NOTE 2--EQUITY TRANSACTIONS (CONTINUED)
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,
2001 was less than $.593 per share.

NOTE 3--ACQUISITION

    On July 21, 2000, the Company completed the acquisition of Immediate Results
Through Intuitive Systems, LLC ("IRIS"), a provider of productivity software to
real estate professionals. The acquisition has been accounted for using the
purchase method of accounting. The Company paid $25,000 cash and issued a total
of 3,400,000 shares of the Company's common stock valued at $2,587,480, based on
an average of closing prices per share of the Company's common stock just prior
to and after the dates the shares were issued.

    The total purchase price is as follows:

<TABLE>
<S>                                                           <C>
Company's common stock......................................  $2,587,480
Liabilities assumed.........................................   1,077,922
Transaction costs...........................................     116,690
                                                              ----------
                                                              $3,782,092
                                                              ==========

Allocated as follows:

Tangible assets acquired....................................  $  473,122
Non-compete covenants.......................................     500,000
Purchased technology........................................   2,808,970
                                                              ----------
                                                              $3,782,092
                                                              ==========
</TABLE>

    The following unaudited pro forma summary presents financial information for
the nine months ended March 31, 2001 and 2000 as if the acquisition occurred as
of July 1, 1999. The pro forma amounts include certain adjustments, primarily to
record additional amortization of purchased intangible assets and deferred
revenue, and do not reflect any benefits from economies that might be achieved
from combining operations. The pro forma information does not necessarily
reflect the actual results that would have occurred nor is it indicative of
future results of operations of the combined companies. (Amounts in thousands,
except per share data).

<TABLE>
<CAPTION>
                                                          MARCH 31,   MARCH 31,
                                                            2001        2000
                                                          ---------   ---------
<S>                                                       <C>         <C>
Revenues................................................  $ 14,855     $ 8,855
Net loss................................................  $(29,773)    (14,535)
Net loss per common share--basic and diluted............  $  (1.02)    $  (.75)
</TABLE>

NOTE 4--RECENTLY ISSUED ACCOUNTING STANDARDS

    In June 1998, the Financial Accounting Standards Board issued Statement No.
133 ("FAS 133"), Accounting for Derivative Instruments and Hedging Activities,
as amended, which became effective for

                                       9
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2001

                                  (UNAUDITED)

NOTE 4--RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
the Company during the nine months ended March 31, 2001. The adoption of FAS 133
did not have an effect on earnings or the financial position of the Company for
the nine months ended March 31, 2001.

NOTE 5--AGREEMENT WITH EBAY INC.

    On November 7, 2000, the Company entered into an agreement with eBay Inc. to
create a private-label real estate website and pursue joint marketing
opportunities. The agreement, which has a term of three years, also provides for
revenue sharing between the parties and for payment of certain marketing fees to
the Company.

    In connection with the execution of the agreement, the Company issued eBay a
one-year warrant to purchase 1,200,000 shares of the Company's common stock at
an exercise price of $1.50 per share.

NOTE 6--WRITE DOWN OF ASSETS

    The Company reviews its purchased intangible and other long-lived assets
periodically in accordance with Statement of Financial Accounting Standard
("SFAS") No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of, to determine potential impairment by
comparing the carrying value of the assets with estimated undiscounted future
cash flows expected to result from the use of the assets, including cash flows
from disposition. Based on this analysis, if the sum of the expected future
undiscounted net cash flow is less than its carrying value, the Company would
determine whether an impairment loss should be recognized.

    During the quarter ended March 31, 2001, the Company wrote down $7,853,000
of impaired long-lived assets. The write down included $3,905,000 of investment
in foreign affiliate, $2,480,000 of intangible assets of the Company's
publication operations (see Note 7), $862,000 of investments, and $606,000 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 SFAS No. 121.

NOTE 7--SALE OF PUBLICATION ASSETS

    The Company, as part of a strategy to focus on its providing
technology-based tools, products and services to the real estate industry, is in
the process of selling the assets of its publishing operations. In
February 2001, the Company sold its Eugene, Oregon publication for $225,000 cash
and in May 2001, the Company sold three other publications located in the
Pacific Northwest. The Company is currently in discussions to sell its remaining
publications.

NOTE 8--LOAN FROM DIRECTOR

    In January 2001, the Company borrowed $500,000 from a member of the
Company's Board of Directors. The promissory note was payable on or before
April 9, 2001, bears interest at 9%, and is secured by certain assets of the
Company. A warrant to purchase 375,000 shares of the Company's

                                       10
<PAGE>
                         HOMESEEKERS.COM, INCORPORATED

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2001

                                  (UNAUDITED)

NOTE 8--LOAN FROM DIRECTOR (CONTINUED)
common stock with an exercise price of $.19 per share was issued to the Director
as additional consideration for the loan. The Company is currently in default on
the loan.

NOTE 9--SUBSEQUENT EVENTS

    On May 1, 2001, the Company announced a strategic and technology
relationship with The Realty Alliance, an alliance of independent residential
real estate companies in the United States. Under the agreement, the Company
will become the preferred provider of technology solutions to The Realty
Alliance members and their agents, and The Realty Alliance and the Company will
jointly market and distribute products and services to that group. The Company
will also develop, host and maintain The Realty Alliance national real estate
web portal.

    The agreement requires the Company to issue one million shares of its common
stock to The Realty Alliance and to issue up to fifteen million warrants
exercisable over a five-year period at a price of $.50 per share. These warrants
can be exercised on the basis of one warrant for every ten dollars of the
Company's products and services purchased by a member of The Realty Alliance. In
addition, two members selected by The Realty Alliance will be added to the
Company's Board of Directors.

    The agreement is subject to the ratification by shareholders of The Realty
Alliance and the Company. Approval of the agreement by the shareholders of The
Realty Alliance occurred on April 29, 2001. The agreement will be presented for
approval to the shareholders of the Company at its annual meeting of
shareholders, currently scheduled to be held in June 2001.

                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

    OVERVIEW

    Unless we indicate otherwise in this report, references to "the Company",
"HomeSeekers.com", "we" and "our" mean HomeSeekers.com, Incorporated and its
consolidated subsidiaries. We have experienced recurring losses from operations
and have an accumulated deficit of approximately $71.9 million at March 31,
2001. It is imperative that we obtain significant additional financing in the
near future to fund our operations. In addition, we have only a limited
operating history with our existing business model and we are continuing to
fully integrate operations of our recent business acquisitions. Consequently,
there is no assurance that we will ever achieve or maintain profitability. If we
are unable to obtain additional financing in the near future, or it is not
available to us on acceptable terms, we will be unable to implement our
operating plans or meet our operating obligations. Should this occur, we would
likely cease operations.

RESULTS OF OPERATIONS

BUSINESS ACQUISITIONS

    We have developed our product and service offerings in part through business
acquisitions, asset purchases and strategic alliances. Many of these
transactions were completed during our fiscal year ended June 30, 2000. We also
completed our acquisition of IRIS in July 2000. Therefore, the results of our
operations for the first nine months of fiscal 2001 may not be comparable to the
results of our operations for the first nine months of fiscal 2000 as a
significant increase in revenues and expenses resulted from these acquisitions.

REVENUES

    Our revenues increased to $4.4 million in the quarter ended March 31, 2001
from $3.4 million in the quarter ended March 31, 2000, representing a 30%
increase. This also represents a 10% decrease from revenues of $4.9 million in
the quarter ended December 31, 2000. For the nine months ended March 31, 2001
our revenues increased to $13.7 million from $7.4 million in the nine months
ended March 31, 2000, or an increase of 85%.

    Growth in revenues during the first nine months of fiscal 2001 resulted from
significant increases in three areas: (1) programming and licensing; (2) Web
page development and Website related revenues and (3) publishing. Programming
and licensing revenues increased from $1.8 million in the nine months ended
March 31, 2000 to $5.9 million in the nine months ended March 31, 2001,
principally due to the inclusion of the results of operations attributable to
our acquisitions of Terradatum and IMCO in September 1999, ISG in April 2000 and
IRIS in July 2000. Our Web page development and Website related revenues
increased from $3.2 million in the nine months ended March 31, 2000 to
$4.4 million in the nine months ended March 31, 2001, due to continued growth
and success with our telemarketing, field sales and seminar programs. Publishing
revenues increased from $1.4 million in the nine months ended March 31, 2000 to
$2.5 million in the nine months ended March 31, 2001, resulting from our
acquisition of Home Seekers Magazines in February 2000. The increase in
publishing revenues will not continue as we have determined to discontinue our
publishing operations, as further discussed below.

    Growth in revenues during the third quarter of fiscal 2001 compared to the
third quarter of fiscal 2000 was attributed principally to growth in Web page
development and Website related revenues of $1.2 million.

    Revenues decreased from $4.9 million during the quarter ended December 31,
2000 to $4.4 million during the quarter ended March 31, 2001, primarily due to
two factors: (1) a decrease in publishing

                                       12
<PAGE>
revenues of $244,000 and (2) a decrease in computer hardware sales at ISG of
approximately $230,000. The decrease in publishing revenues is due to the sale
of one of the Company's publications in February 2001 and decreases in revenues
from other publications that were being marketed for sale. The sale of computer
hardware systems at ISG was discontinued during the quarter ended March 31,
2001. The sale of the Company's publishing operations and discontinuing hardware
systems sales at ISG are part of a strategy to focus on the Company's providing
higher margin technology-based tools, products and services to the real estate
industry. Other sources of revenues did not increase significantly during the
quarter ended March 31, 2001 compared to the prior quarter ended December 31,
2000 which the Company believes is attributable to general negative economic
conditions. In addition, the Company believes revenues were negatively impacted
because management's time and resources have been dedicated to continued head
count reductions and consolidation of operations.

    COST OF REVENUES

    Our cost of revenues increased from $1.2 million in the quarter ended
March 31, 2000 to $2.5 million in the quarter ended March 31, 2001, and
increased from $2.5 million in the nine months ended March 31, 2000 to
$7.9 million in the nine months ended March 31, 2001, primarily because of the
increase in our revenues as discussed above. Our cost of revenues as a
percentage of total revenues increased from 34% in the nine months ended
March 31, 2000 to 58% in the nine months ended March 31, 2001. This increased
percentage is due in part to recording in cost of revenues for the nine months
ended March 31, 2001 $3.8 million in amortization of certain technology
purchased in business acquisitions. This accounting practice commenced with the
acquisitions of Terradatum and IMCO in September 1999. In addition, we have
recorded significant deferred revenue in accordance with our revenue recognition
policies, while generally recognizing cost of revenues in the period incurred.

OPERATING EXPENSES

    Our operating expenses were $9.0 million for the quarter ended March 31,
2001, the same as in the quarter ended December 31, 2000 and a decrease from
$9.3 million in the quarter ended September 30, 2000. Expense reductions during
the quarter ended March 31, 2001 were not realized due to the expenses required
in the quarter in the form of severance and other final payments to terminated
employees and other costs of consolidating operations. This has also resulted in
an increase in accounts payable and accrued expenses.

    Our operating expenses increased from $8.0 million in the quarter ended
March 31, 2000 to $9.0 million in the quarter ended March 31, 2001, and
increased from $18.4 million in the nine months ended March 31, 2000 to $27.3 in
the nine months ended March 31, 2001. These increases are primarily attributable
to our recently completed business acquisitions. Compensation and related costs
increased from $2.7 million in the quarter ended March 31, 2000 to $4.7 million
in the quarter ended March 31, 2001, and increased from $7.6 million in the nine
months ended March 31, 2000 to $13.5 million in the nine months ended March 31,
2001 as additional employees were added in all facets of our business,
principally due to our business combinations. Notwithstanding significant
headcount reductions during the quarter ended March 31, 2001, compensation and
related costs increased from $4.4 million in the quarter ended December 31, 2000
to $4.7 million in the quarter ended March 31, 2001 because of severance and
accrued compensated absences paid to terminated employees. Depreciation and
amortization increased from $1.2 million in the quarter ended March 31, 2000 to
$1.9 million in the quarter ended March 31, 2001, and increased from
$1.5 million in the nine months ended March 31, 2000 to $4.9 million in the nine
months ended March 30, 2001 because of the property and equipment and intangible
assets acquired in our recently completed business acquisitions. Consultants and
outside services increased from $1.4 million in the nine months ended March 31,
2000 to $2.0 million in the nine months ended March 31, 2001 because of audit
and legal fees attributable to

                                       13
<PAGE>
our business growth and expansion. These expenses decreased from $648,000 in the
quarter ended March 31, 2000 to $409,000 in the quarter ended March 31, 2001.
During the quarter and the nine months ended March 31, 2001, we continued to
incur start-up and installation costs of XMLS contracts in excess of cash
received from these contracts. This has contributed to negative cash flows from
operations. In order to cover our operating expenses, we must complete
installations and reach certain performance levels in our XMLS contracts that
trigger additional contract payments to the Company, continue to increase
revenues from all divisions, continue to decrease our general corporate
overhead, reduce our accounts payable and accrued expenses, and realize cost
savings from headcount reductions and consolidation of facilities. In addition,
we must generate additional operating cash from our new business initiatives,
including the eBay and The Realty Alliance relationships.

WRITE DOWN OF ASSETS

    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 SFAS No. 121.

    The Company has recently restructured its existing agreement with the
property portal! Limited ("pp.com"). As a result of negative general market
conditions in Asia, pp.com has elected to merge with iShowFlat in a
stock-for-stock exchange pursuant to which the Company will own 11% of the
merged company and will terminate pp.com's exclusive agreement for the
development and marketing of the Company's technology in Asia. ishowFlat paid
the Company $200,000 cash in May 2001 for non-exclusive agency rights to the
Company's technology rights in Asia. Additionally, iShowFlat has agreed to issue
to the Company a promissory note in the amount of $800,000, representing a
one-time fee, in lieu of amounts due the Company under the original agreement.
The Company has written its investment in foreign affiliate down to the
aggregate $1,000,000 cash proceeds received or expected to be received.

NET LOSS

    As a result of the foregoing, our net loss increased from $5.7 million in
the quarter ended March 31, 2000 to $14.7 million in the quarter ended
March 31, 2001, and increased from $13.1 million in the nine months ended
March 31, 2000 to $31.0 in the nine months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

    At March 31, 2001 our cash balance was $262,000 compared to $586,000 at
December 31, 2000 and $2.1 million at June 30, 2000. Also, at March 31, 2001 we
had an accumulated deficit of $71.9 million and our current liabilities exceeded
our current assets by approximately $7.6 million. However, $3.9 million of this
working capital deficiency is attributable to deferred revenue. Our accounts
payable and accrued expenses increased by a total of approximately $1.4 million
during the nine months ended March 31, 2001. Our current debt obligations
increased approximately $1.0 million during this same nine-month period
primarily because of our borrowing a total of $750,000 in short-term funds from
a director and former director. These obligations are currently past due. At
March 31, 2001, our long-term liabilities were primarily comprised of deferred
revenue, and we had no significant long-term debt.

                                       14
<PAGE>
    We have experienced negative cash flows from operations since our inception.
Net cash used in operating activities was $9.8 million in the nine months ended
March 31, 2001 compared to $7.9 million in the nine months ended March 31, 2000.
Net cash used in operating activities was $3.3 million in the quarter ended
March 31, 2001 compared to $1.6 million in the prior quarter ended December 31,
2000 and $2.9 million for the quarter ended March 31, 2000. As discussed below,
operations for the nine months ended March 31, 2001 were funded primarily from
net proceeds of $6.9 million from the sale of our common stock and warrants to
purchase common stock, $1.0 million proceeds from debt (substantially all
short-term), and $1.3 million from the sale of investment securities.

    Net cash provided by investing activities during the nine months ended
March 31, 2001 was $532,000, comprised primarily of $1.3 million in proceeds
from the sale of common shares of Finet.com and BuySellBid.com and proceeds from
the sale of a publication of $225,000, net of $928,000 used to acquire property
and equipment and $213,000 used to acquire intangible assets.

    Net cash provided by financing activities during the nine months ended
March 31, 2001 was $7.4 million, consisting of $6.9 million proceeds from the
sale of our common stock and warrants to purchase shares of our common stock to
institutional and other accredited investors in registered transactions or in
private placements and $1.0 million proceeds from debt. The debt included short-
term borrowings of $500,000 from a director and $250,000 from a former director,
which obligations are currently past due.

    In December 2000, we secured an equity line in the amount of up to
$4.0 million from a private equity fund. The equity line allowed the Company to
draw funds based upon the needs of the Company, limited to $1.0 million every
thirty days, and required the Company to issue warrants to purchase shares of
common stock of the Company. We drew $1.0 million in funding from the equity
line in December 2000, $1.0 million in January 2001, $1.0 million in February
2001 and $500,000 in March 2001. The equity line agreement has been terminated.
A total of 2.2 million warrants were issued and are currently outstanding, with
an exercise price of $.75 per share and expiring on various dates from December
2003 through March 2004.

    Until we can generate positive cash flows from operations, we will require
significant additional funding in the near future, and we will not be able to
continue to operate our business unless such financing is obtained. We have
entered into an agreement with a consulting firm to assist us in raising up to
$5.0 million in additional capital, the form and terms of which are to be
determined. The first $500,000 of this funding was received on May 10, 2001
through the sale of common stock. There can be no assurance that we will be
successful in raising the additional capital contemplated by this agreement. As
additional funds are raised through issuances of equity or convertible
securities, the percentage ownership of our stockholders will be reduced, our
stockholders will experience material dilution and such securities may have
rights, preferences or privileges senior to those of our existing stockholders.
We may also be required to issue warrants to purchase our common stock in these
financings, which would result in additional dilution. Furthermore, there can be
no assurance that financing will be available when needed, or that, if
available, such financing will include terms favorable to our stockholders or
us. If we are not able to reduce negative cash flows from operations, reduce our
accounts payable and short-term obligations, or if additional financing is not
available when required or is not available on acceptable terms, we will be
unable to meet operating obligations that would likely require that we cease
operations. See "Risk Factors and Cautionary Statement Regarding Forward-
Looking Information" below.

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,

                                       15
<PAGE>
including the following: (1) our plans, strategies, objectives, expectations and
intentions are subject to change at any time at the discretion of management and
the Board of Directors; (2) our 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) our business is
highly competitive and the success of existing or new competitors in the markets
in which we compete could adversely affect our plans and results of operations.
In addition, we have specifically identified the risk factors discussed below
that may affect our actual results and may cause actual results to differ
materially from that expressed in or implied by any forward-looking statement.
The factors represented below are not represented to be an exhaustive list.
Additional factors are discussed from time to time in the our filings with the
Securities and Exchange Commission.

THE REPORT OF OUR INDEPENDENT AUDITORS ON OUR FISCAL 2000 FINANCIAL STATEMENTS
EXPRESSED SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN.

    Because of our significant operating losses, accumulated deficit and
uncertainty as to our ability to secure additional financing, the report of our
independent auditors on our consolidated financial statements for the year ended
June 30, 2000 contained an explanatory paragraph indicating there is substantial
doubt about the Company's ability to continue as a going concern.

OUR COMMON STOCK MAY NOT SATISFY THE REQUIREMENTS FOR CONTINUED LISTING ON THE
NASDAQ SMALLCAP MARKET.

    On January 11, 2001, the Company received a delisting notice from The Nasdaq
Stock Market, Inc. ("Nasdaq") for the inability to maintain a minimum bid price
of $1.00 per share over the previous 30 consecutive trading days as required by
The Nasdaq SmallCap Market. Therefore, the Company had 90 calendar days, or
until April 11, 2001, to regain compliance with this requirement. On April 12,
2001, the Company received a Staff Determination letter indicating that the
Company had failed to satisfy the minimum bid price requirement and that the
Company's common stock would be delisted within seven calendar days unless a
request for a hearing was made with the Nasdaq Listing Qualifications Panel (the
"Panel"). The Company has requested and has been granted on oral hearing before
the panel on June 1, 2001. The Company anticipates that the delisting action
will be stayed pending the issuance of a written determination by the Panel. At
present, our desire is to maintain a listing for our common stock on The Nasdaq
SmallCap Market, however, there can be no assurance we will be successful in our
oral hearing before the Panel and that our common stock will satisfy the
requirements for continued listing on The Nasdaq SmallCap Market, in which case,
we may apply for listing on any other organized market on which our common stock
is eligible to trade. The effects of delisting could include limited news
coverage about and the limited release of the market prices of our common stock.
Delisting also may have an adverse impact on investors' interest in our common
stock and the market price and liquidity of our common stock, and may subject
our common stock to the "penny stock rules" contained in Section 15(g) of the
Securities Exchange Act of 1934 and the rules promulgated thereunder. Delisting
also may restrict us from issuing additional securities or securing additional
financing that is needed for us to continue operations.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL NEEDS.

    Our operations to date have consumed substantial amounts of capital. Our
business is capital intensive, particularly with respect to product development
costs associated with the design and creation of software products. Accordingly,
it is imperative that we complete a significant financing in the near future to
fund our operations and allow us to continue as a going concern. Public or
private financing may not be available when needed or may not be available on
terms favorable or acceptable to us, if at all. If we are unable to obtain
additional financing in the near future, or it is not available on

                                       16
<PAGE>
acceptable terms, we will be unable to implement any operating plans or meet our
operating obligations. Should this occur, we would likely cease operations.

WE CURRENTLY ARE NOT PROFITABLE AND MAY RECORD SIGNIFICANT LOSSES FOR THE
FORESEEABLE FUTURE.

    We incurred a net loss of $31.0 million for the nine months ended March 31,
2001 and a net loss of $25.0 million for the year ended June 30, 2000, and had
an accumulated deficit as of March 31, 2001 of $71.9 million. We may record
significantly greater net losses in the future, as we expect to incur
significant expenses in the foreseeable future. These expenses will include
product development expenses, sales and marketing costs, general and
administrative expenses and amortization of purchased intangible assets. There
can be no assurance that we will achieve sufficient additional revenues to
offset anticipated operating and acquisition costs. We will continue to have
high levels of operating expenses and will be required to make significant
expenditures in connection with our product development activities and our sales
and marketing infrastructure development. We may never achieve profitability. If
we fail to achieve profitability or sustain or increase profitability if we
achieve it, our business, operating results and financial condition will be
materially harmed and we could be forced to cease operations.

OUR QUARTERLY FINANCIAL RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

    Our quarterly revenues increased 20% from the quarter ended June 30, 2000 to
the quarter ended September 30, 2000, 11% from the quarter ended September 30,
2000 to the quarter ended December 31, 2000, and decreased 10% from the quarter
ended December 31, 2000 to the quarter ended March 31, 2001. We do not believe
that these rates of growth are indicative of future growth in revenues, if any,
that we can expect in the future. Accordingly, we believe that period-to-period
comparisons of our operating results may not be meaningful, and you should not
rely on these comparisons as an indication of our future performance. Our
operating results may fall below the expectations of investors. In this event,
the market price of our common stock would likely fall.

BECAUSE WE HAVE EXPANDED OUR OPERATIONS, OUR SUCCESS WILL DEPEND ON OUR ABILITY
TO MANAGE OUR GROWTH.

    We have experienced, and may continue to experience, periods of rapid growth
that strain our administrative, financial and operational resources. Our ability
to manage any staff and facilities growth effectively will require us to
continue to improve our operational, financial and management controls,
reporting systems and procedures, to install new management information and
control systems and to train, motivate and manage our employees. There can be no
assurance that we will install such management information and control systems
in an efficient and timely manner or that the new systems will be adequate to
support our future operations. If we are unable to hire, train and retain
qualified systems engineers and consultants to implement these services or are
unable to manage the post-sales process effectively, our ability to attract
repeat sales or provide references could be materially adversely affected,
thereby limiting our growth opportunities. If our management is unable to manage
growth effectively, which would happen if our sales and marketing efforts exceed
our capacity to install, maintain and service our products or if new employees
are unable to achieve adequate performance levels, our business, financial
condition and results of operations would be adversely affected.

OUR RECENT ACQUISITIONS AND ANY FUTURE ACQUISITIONS MAY RESULT IN OUR NOT
ACHIEVING THE DESIRED BENEFITS OF THE TRANSACTION BECAUSE OF RELATED RISKS,
INCLUDING:

    - difficulties in assimilating the operations of the acquired businesses;

    - potential disruption of our existing businesses;

                                       17
<PAGE>
    - addition of significant additional expenses;

    - assumption of unknown liabilities and litigation;

    - our inability to integrate, train, retain and motivate personnel of the
      acquired businesses;

    - diversion of our management from our day-to-day operations;

    - our inability to incorporate acquired products, services and technologies
      successfully into our products;

    - potential impairment of relationships with our employees, customers and
      strategic partners; and

    - inability to maintain uniform standards, controls procedures and policies.

    Our inability to successfully address any of these risks could adversely
affect our business, financial condition and results of operations.

A SUBSTANTIAL NUMBER OF OUR SHARES ARE AVAILABLE FOR SALE IN THE PUBLIC MARKET
AND SALES OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK PRICE.

    Sales of a substantial number of shares of common stock into the public
market, or the perception that those sales could occur, could adversely affect
our stock price or could impair our ability to obtain capital through an
offering of equity securities.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    As of March 31, 2001, the Company was not a party to any significant
financing arrangements that are subject to significant interest rate risk. In
addition, the Company's investments as of March 31, 2001 consist primarily of
investments in equity securities of private companies. Therefore, such
investments are not subject to significant market risks.

                                       18
<PAGE>
                           PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    We are subject to legal proceedings and claims arising in the ordinary
course of business. Although occasional adverse decisions or settlements may
occur, we believe that the final disposition of any pending or threatened
matters will not have a material adverse effect on our business, financial
position or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

    On July 21, 2000, we completed the acquisition of IRIS, a provider of
productivity software to real estate professionals. We issued 500,000 shares of
our common stock valued at $1.2 million, along with $25,000 in cash at that
time. We issued 400,000 shares of our common stock on January 9, 2001 and
2,500,000 shares of our common stock on February 28, 2001 to complete the
acquisition. The additional shares were valued at $1.4 million. The owners of
IRIS were accredited investors or otherwise had such experience in financial and
business matters so that they were able to evaluate the risks and merits of an
investment in us, and had access to or otherwise were provided with financial
and other information concerning us. In addition, the certificates representing
the shares issued to them contained a legend relating to restrictions on
transferability under the Securities Act. Accordingly, this transaction was
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof or Rule 506 of the rules and regulations thereunder.

    During the nine months ended March 31, 2001, we issued 229,178 shares of our
common stock valued at approximately $253,000 to vendors and employees for goods
and services. The Company also issued warrants to purchase a total of 180,000
shares of common stock to individuals and companies for services valued at
$176,000, at exercise prices ranging from $.66 to $3.00 per share. The
individuals and companies were accredited investors or otherwise had such
experience in financial and business matters so that they were able to evaluate
the risks and merits of an investment in us, and had access to or otherwise were
provided with financial and other information concerning us. In addition, the
certificates representing the shares issued to them contained a legend relating
to restrictions on transferability under the Securities Act. Accordingly, these
transactions were exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) thereof or Rule 506 of the rules and regulations
thereunder.

    In October 2000, we issued 199,203 shares of our common stock to the prior
owners of IMCO. This consideration was payable pursuant to the purchase
agreement on the one-year anniversary of the acquisition of IMCO. In
November 2000, we issued 700,000 shares of our common stock to the prior owners
of Terradatum as required by the purchase agreement for the acquisition of
Terradatum. We also issued in November 2000, and January 2001 a total of
1,284,146 shares of our common stock to a corporation in payment of $1,000,000
of a liability incurred pursuant to the Terradatum purchase agreement. In
December 2000, we issued 106,948 shares of our common stock to the owners of
Connect2Call.com as required by the purchase agreement for the acquisition of
Connect2Call. In February 2001, we issued 2.2 million shares of our common
stocks to the prior owners of ISG pursuant to an amendment to the original
purchase agreement, representing a settlement of total shares to be issued under
the purchase agreement. These individuals and companies were accredited
investors or otherwise had such experience in financial and business matters so
that they were able to evaluate the risks and merits of an investment in us, and
had access to or otherwise were provided with financial and other information
concerning us. In addition, the certificates representing the shares issued to
them contained a legend relating to restrictions on transferability under the
Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    None

                                       19
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    We currently have scheduled our annual meeting of shareholders for June 21,
2001, date subject to change. We anticipate the following matters will be
submitted to a vote of our shareholders:

    (1) election of three directors to serve two years;

    (2) approve an amendment to our Articles of Incorporation to increase the
       number of authorized shares of common stock from 50,000,000 to
       100,000,000;

    (3) approve the transaction with The Realty Alliance, including the issuance
       of 1,000,000 shares of our common stock and a warrant to purchase up to
       15,000,000 shares of our common stock, and

    (4) ratify the appointment of Ernst & Young LLP as our independent auditors.

ITEM 5. OTHER INFORMATION

    The Company's common stock currently is quoted on The Nasdaq SmallCap
Market.

    On January 11, 2001, the Company received a delisting notice from The Nasdaq
Stock Market, Inc. ("Nasdaq") for the inability to maintain a minimum bid price
of $1.00 per share over the previous 30 consecutive trading days as required by
The Nasdaq SmallCap Market under Marketplace Rule 4310 (c) (4) (the "Rule").
Therefore, in accordance with Marketplace Rule 4310 (c) (8) (B), the Company had
90 calendar days, or until April 11, 2001, to regain compliance with the Rule.
On April 12, 2001, the Company received a Staff Determination letter indicating
that the Company had failed to satisfy the minimum bid price requirement and
that the Company's common stock would be delisted within seven calendar days
unless a request for a hearing was made with the Nasdaq Listing Qualifications
Panel (the "Panel"). The Company has requested and has been granted an oral
hearing before the Panel on June 1, 2001. The Company anticipates that the
delisting action will be stayed pending the issuance of a written determination
by the Panel.

    The Company is exploring alternatives to The Nasdaq SmallCap Market,
including listing on any other organized market on which its common stock is
eligible for trading. There can be no assurance that the Panel will grant the
Company's request for continued listing on The Nasdaq SmallCap Market or that
its common stock will be approved for listing on another organized market.

    Delisting may have an adverse impact on the market price and liquidity of
the Company's common stock, and may subject its common stock to the "penny stock
rules" contained in Section 15(g) of the Securities Exchange Act of 1934 and the
rules promulgated thereunder.

                                       20
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

<TABLE>
<C>   <S>
 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), 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).

10.1  Promissory Note between the Company and Bradley N Rotter
      Self Employed Pension Plan and Trust dated January 25, 2001.

10.2  Registration Rights Agreement between the Company and
      Bradley N Rotter Self Employed Pension Plan and Trust dated
      January 25, 2001.

10.3  Security Agreement between the Company and Bradley N Rotter
      Self Employed Pension Plan and Trust dated January 25, 2001.

10.4  Warrant Agreement between the Company and Bradley N Rotter
      Self Employed Pension Plan and Trust dated March 15, 2001.
</TABLE>

    (b) Reports on Form 8-K

       None

                                       21
<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.

<TABLE>
<S>                                                   <C>
Dated: May 15, 2001                                   HomeSeekers.com, Incorporated
                                                      (Registrant)

                                                      /s/ DENNIS P. GAUGER
                                                      ------------------------------------------------
                                                      Dennis P. Gauger
                                                      Chief Financial Officer
                                                      (Principal Financial Officer
                                                      and Chief Accounting Officer)
</TABLE>

                                       22
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
---------------------   -----------
<C>                     <S>
         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), 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).

        10.1            Promissory Note between the Company and Bradley N Rotter
                        Self Employed Pension Plan and Trust dated January 25, 2001.

        10.2            Registration Rights Agreement between the Company and
                        Bradley N Rotter Self Employed Pension Plan and Trust dated
                        January 25, 2001.

        10.3            Security Agreement between the Company and Bradley N Rotter
                        Self Employed Pension Plan and Trust dated January 25, 2001.

        10.4            Warrant Agreement between the Company and Bradley N Rotter
                        Self Employed Pension Plan and Trust dated March 15, 2001.
</TABLE>

                                       23