U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


(Mark One)
{X}       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999

{ }       TRANSITION REPORT PURSUANT TO 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, INC.
        (Exact name of small business issuer as specified in its charter)

Nevada                                                     87-0397464
(State or other jurisdiction of                           (IRS Employer
Incorporation or organization)                             Identification No.)

                 2241 Park Place, Suite E, Minden, NV 89423-8602
                    (Address of Principal executive offices)

Issuer's telephone number, including area code:           (775) 782-2977
                                                          --------------

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.)

                                  YES X NO_____


                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 13,897,062 shares as of April
27, 1999.

<PAGE>

                              HOMESEEKERS.COM, INC.
                Form 10-QSB for the quarter ended March 31, 1999

--------------------------------------------------------------------------------
              TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT

Part I.           Financial Information

Item 1.           Financial Statements:                                   Page
--------------------------------------------------------------------------------

                  Consolidated, Condensed Balance Sheets as of
                  March 31, 1999 and June 30, 1998                         3

                  Consolidated, Condensed Statements of  Operations
                  for the three months and nine months ended
                  March 31, 1999 and 1998                                  5

                  Consolidated, Condensed Statements of Cash Flows for
                  the nine months ended March 31, 1999 and 1998            6

                  Notes to Consolidated, Condensed Financial Statements    8

Item 2.           Management's Discussion and Analysis or Plan of 
                  Operations                                               11

Part II           Other Information

Item 1            Legal Proceedings                                        15

Item 2            Changes in Securities and Use of Proceeds                15

Item 3            Defaults upon Senior Securities                          15

Item 4            Submission of Matters to a Vote of Security Holders      15

Item 5            Other Information                                        15

Item 6            Exhibits and Reports on Form 8-K                         15

                  SIGNATURES                                               15


<PAGE>

                              HOMESEEKERS.COM, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                 March 31,            June 30,
                                                   1999                 1998    
                                                -----------         ------------

                                     ASSETS

Current Assets
     Cash ......................................     $ 8,831,948     $   198,410
     Accounts receivable, net of
         allowance for uncollectible
         accounts of $22,843 and $4,413 ........       1,664,653          54,883
     Accounts receivable, related parties ......          94,712         193,289
     Note receivable from employee .............          50,000             -0-
     Inventories ...............................             -0-          16,712
     Prepaid expenses ..........................         179,153          13,120
                                                     -----------     -----------
         Total Current Assets ..................      10,820,466         476,414

Investments, related party stock, net of
     valuation allowance of $0 and $700,000 ....         300,000             -0-
Property and equipment, net ....................         879,587         490,575
Licensed technology deposit ....................         450,000             -0-
Goodwill, net of accumulated amortization
     of $417,739 and $317,701 ..................         471,672         361,359
Other assets ...................................         489,450         570,145
                                                     -----------     -----------
         Total Assets ..........................     $13,411,175     $ 1,898,493
                                                     ===========     ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Accounts payable                                $  269,749      $   323,918
     Accrued liabilities                                118,219          292,970
     Notes payable                                        5,000           29,698
     Convertible debt                                    30,000              -0-
     Notes payable - related parties                        -0-           31,595
     Deferred revenue                                 2,695,454        1,147,654
                                                     ----------       ----------
         Total Current Liabilities                    3,118,422        1,825,835
                                                     ----------       ----------

See notes to consolidated, condensed financial statements.

                                                             (Continued)

                                       3

<PAGE>


                              HOMESEEKERS.COM, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Continued)


                                                        March 31,       June 30,
                                                          1999            1998  
                                                       ---------       --------
Long-Term Liabilities
   Convertible Debt                                           -0-        140,000

Stockholders' Equity (Deficit)
   Class A, Series A convertible preferred 
       stock, $0.001 par value, 5,000,000
       shares authorized; zero shares and
       692,000 shares issued and outstanding                  -0-            692
   Common stock; $.001 par value, 50,000,000 
       share authorized; 13,487,976 and 7,460,703
       shares issued and outstanding                       13,488          7,461
   Additional paid in capital                          23,638,622     11,112,776
   Dividends on Series A convertible preferred stock     (713,915)     (118,725)
   Accumulated deficit                                (12,645,442)  (10,369,546)
   Unrealized loss on securities                               -0-     (700,000)
                                                       -----------    ----------
       Total Stockholders's Equity (Deficit)            10,292,753      (67,342)
                                                       -----------    ----------
       Total Liabilities and Stockholders'
            Equity (Deficit)                          $ 13,411,175 $   1,898,493
                                                      ============ =============

See notes to consolidated, condensed financial statements.


                                       4
<PAGE>

                              HOMESEEKERS.COM, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                               Three Months Ended         Nine Months Ended
                                    March 31,                March 31,
                               ------------------        -----------------
                              
Revenues:                        1999         1998       1999          1998     
                                 ----         ----       ----          ----
Web Sites and Web Pages ..... $ 323,052     $ 132,389 $  751,281    $ 322,799
                                                                   
Prospect Revenues ...........   255,310       254,359    911,342      508,865
                                                                   
Advertising .................    53,341        79,949    242,946      178,589
                                                                   
Programming, Support                                               
  and License Fees (1) ......   490,557        24,650    625,380       48,086
                                                                  
Other .......................     7,398        89,848     40,929      119,796
                               --------     ---------   --------      -------  
                                                                  
     Total Revenues .......   1,129,658       581,195  2,571,878    1,178,135
                                                                  
Cost of Sales ...............   127,679       109,228    344,254      213,657
                              ---------     ---------  ---------     -------
                                                                  
     Gross Profit ........... 1,001,979       471,967  2,227,624      964,478
                                                                                
Operating Expenses .......... 1,994,994     1,123,880  4,774,629    2,809,636
                              ---------     ---------  ---------   ---------- 
                                                                  
Loss from Operations ........  (993,015)     (651,913)(2,547,005)  (1,845,158)
                                                                  
Other Income (Expense)                                            
                                                                  
     Interest expense .......    (6,785)      (13,265)   (28,197)    (100,112)
                                                                  
     Interest income ........    74,307            79     74,571          250
                                                                  
     Gain on sale of assets .   200,000            -0-    225,975          -0-
                                                                  
     Other ..................     1,119       (11,208)        -0-      (11,085)
                              ---------     ---------    --------    ----------
                                                                   
Loss Before Provision                                              
  for Income Taxes ..........  (724,374)     (676,307) (2,274,656)   (1,956,105)
                                                                   
Provision for Income Taxes ..     1,240           -0-       1,240            55
                               --------      --------   ---------    ----------
                                                                   
     Net Loss ...............  (725,614)     (676,307) (2,275,896)   (1,956,160)

Unrealized Gain (Loss) on 
Securities,  Net of Tax         700,000      (369,225)    700,000      (369,225)
                               --------      --------   ---------     ---------

     Net Comprehensive Loss   $ (25,614)  $(1,045,532) $(1,575,896)  (2,325,385)
                              =========== ============ ===========   ==========

Basic and Diluted Net 
Loss per Common Share         $    (.11)   $     (.12)     $  (.32)     $ (.37)
                                   ====          ====         ====      ======

Shares Used in Computing Basic 
and Diluted Share Data       11,506,886      6,366,231    8,974,221   5,676,280
                             ==========      =========    =========   =========

(1)  Programming, Support and License Fees Revenues include net revenues to
     related parties of $425,600 and $18,900 for the three months ending March
     31, 1999 and 1998, and $460,935 and $39,900 for the nine months ending
     March 31, 1999 and 1998, respectively.

                                       5

<PAGE>


                              HOMESEEKERS.COM, INC.
                CONSOLIDATED, CONDENSED STATEMENTS OF CASH FLOWS
                       FOR THE NINE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>


                                                                                        1999            1998   
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>          
Cash Flows From Operating Activities
     Net Loss ..................................................................   $ (2,275,896)   $ (1,956,160)
                                                                                   ------------    ------------
     Adjustments to reconcile net loss
       to net cash used in operating activities
            Depreciation and amortization ......................................        278,890         217,651
            (Gain) loss on sale of marketable
              securities (Loss) on sale of fixed assets ........................       (200,000)         63,125
            Forfeit purchase deposit ...........................................        (53,544)           (300)
            Common stock issued for goods and services .........................        100,000            --
            Common stock issued for employee compensation ......................         78,587         131,724
            Increase in bad debt allowance .....................................         27,407          46,779
            Changes in assets and liabilities net of
              effect from purchase of FOCUS ....................................         18,430            --

            Accounts receivable
            Inventories ........................................................     (1,529,623)        (57,825)
                                                                                         16,712         (52,749)
            Prepaid expenses ...................................................       (166,033)        (14,604)
            Accounts payable ...................................................        (54,169)        (39,845)
            Accrued liabilities ................................................       (124,751)       (171,922)
            Deferred revenue ...................................................      1,547,800        (284,234)
                                                                                   ------------    ------------
               Net adjustments .................................................        (60,294)       (162,200)
                                                                                   ------------    ------------
                  Net Cash Used in
                    Operating Activities .......................................     (2,336,190)     (2,118,360)
                                                                                   ------------    ------------

Cash Flows From Investing Activities
     Purchase of property and equipment ........................................       (554,022)       (131,846)
     Technology license deposit ................................................       (450,000)           --
     Net cash received on purchase of FOCUS ....................................           --             2,134
     Proceeds from securities sales ............................................        600,000         744,875
     Proceeds from fixed asset sales ...........................................         57,040             300
     Deposit ...................................................................           --          (100,000)
     Issuance of note receivable ...............................................        (50,000)           --
     Net change in other assets ................................................        (21,995)         (3,108)
                                                                                   ------------    ------------
                  Net Cash (Used) Provided in
                    Investing Activities .......................................       (418,977)        512,355
                                                                                   ------------    ------------

Cash Flows From Financing Activities
     Principal payments on capital lease obligations ...........................           --           (16,799)
     Proceeds from notes payable - related parties .............................        685,000         118,000
     Payments on notes payable - related parties ...............................       (716,595)       (188,028)
     Proceeds from notes payable ...............................................        250,000         259,901
     Payments on notes payable .................................................       (274,698)       (285,000)
     Common stock for cash .....................................................     11,535,370       1,805,477
     Offering costs paid .......................................................        (90,372)           --
                                                                                   ------------    ------------

                  Net Cash Provided by Financing Activities ....................     11,388,705       1,693,551
                                                                                   ------------    ------------

Net Increase in Cash ...........................................................      8,633,538          87,546

Cash at Beginning of Period ....................................................        198,410          32,222
                                                                                   ------------    ------------

Cash at End of Period ..........................................................   $  8,831,948    $    119,768
                                                                                   ============    ============

                                                                                                     (Continued)
</TABLE>

                                       6

<PAGE>

                              HOMESEEKERS.COM, INC.
                CONSOLIDATED, CONDENSED STATEMENTS OF CASH FLOWS
                       FOR THE NINE MONTHS ENDED MARCH 31,
                                   (Continued)



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                 1999                  1998    
                                               ----------           ---------

     Cash paid for interest                    $ 11,464           $   118,287
                                               ========             ==========

     Cash paid for income taxes                $  1,240           $         --
                                               ========             ==========


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

1999

The Company reduced the valuation allowance on certain securities  classified as
available-for-sale in the amount of $700,000.

The Company  issued  common stock in exchange  for (1)  $110,000 in  convertible
debt, (2) payment of $595,190 in dividends on Preferred  Class A stock,  and (3)
conversion of all remaining Preferred Class A stock to common stock.

1998

The Company reduced the valuation allowance on certain securities  classified as
available-for-sale in the amount of $330,775.

The Company  issued  stock to vendors in  exchange  for  reductions  of accounts
payable in the amount of $51,982.

The Company  issued common stock in exchange for (1)  $1,678,500 in  convertible
debt,  (2) payment of $118,725 in  dividends  on  Preferred  Class A stock,  (3)
funding of its  $450,000  investment  in an LLC, and (4)  conversion  of certain
Preferred Class A stock.

The Company received common stock in a related entity in exchange for payment on
an account receivable of 700,000 shares at $1 apiece, or $700,000. Additionally,
the Company increased the valuation allowance on these securities  classified as
available-for-sale in the amount of $700,000.

The  Company  purchased  all the  outstanding  stock of FOCUS by issuing  20,000
shares  of  common  stock in  exchange  for  $8,086  in  assets  and  $1,585  in
liabilities.


See notes to consolidated, condensed financial statements.


                                       7
<PAGE>


                              HOMESEEKERS.COM, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. All adjustments that,
in the opinion of management, are necessary for a fair presentation of the
results of operations for the interim periods have been made and are of a
recurring nature unless otherwise disclosed herein. The results of operations
for the three and nine-month periods ended March 31, 1999, are not necessarily
indicative of the results that will be realized for a full year. For further
information, refer to the financial statements and notes thereto contained in
the Company's Annual Report on Form 10-KSB for the year ended June 30, 1998, as
well as the Company's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1998 and December 31, 1998.


NOTE 2 - NEW ACCOUNTING STANDARDS

         In June 1997, the Financial Accounting Standards Board issued SFAS No.
130,"Reporting Comprehensive Income," and SFAS No. 131, "Segment Information."
Both of these standards are effective for fiscal years beginning after December
15, 1997. SFAS No. 130 requires that all components of comprehensive income,
including net income, be reported in the financial statements in the period in
which they are recognized. Comprehensive income is defined as the change in
equity during a period from transactions and other events and circumstances from
non-owner sources. Net income and other comprehensive income, including foreign
currency translation adjustments, and unrealized gains and losses on
investments, shall be reported, net of their related tax effect, to arrive at
comprehensive income.

         The Company adopted SFAS No. 130 "Reporting Comprehensive Income" on
July 1, 1998. The only difference between "net earnings" and "comprehensive
income" for the Company is the impact from unrealized gains and losses on
investments.

         Operating segments, as defined by SFAS No. 131, are components of an
enterprise for which financial information is available and evaluated regularly
by the Company in deciding how to allocate resources and in assessing
performance. This financial information is required to be reported on the basis
that it is used internally for evaluating the segment performance. The Company
believes it operates in one business and operating segment and that adoption of
SFAS No. 131 will not have a material impact on the Company's financial
statements.

                                       8
<PAGE>



                              HOMESEEKERS.COM, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


NOTE 3 - CHANGE IN ESTIMATE

         In January 1998, the Company  licensed  certain  technology to WebQuest
International,  Inc.  ("WebQuest"),  a related party,  for $700,000.  During the
fiscal year ended June 30, 1998 the Company  accepted 700,000 shares of WebQuest
common stock as  settlement of this  $700,000  receivable.  At March 31, 1998, a
write-down  to the  estimated  fair market  value of this stock  investment  was
recorded for the entire amount of $700,000.  The related $700,000 in revenue was
capitalized  into deferred  revenue from April 1, 1998, until the quarter ending
March 31, 1999,  where  $400,000 of the $700,000  was  recognized  as revenue as
explained below.

         During the quarter  ending  March 31,  1999,  the Company  sold 400,000
shares of the  WebQuest  Common  Stock,  for  $600,000  or $1.50 per share.  The
Company  recognized  $400,000 of deferred  revenue as  Programming,  Support and
License  Fees  revenue  and a $200,000  Gain on the Sale of Assets.  The current
estimate  of fair  market  value for the  remaining  300,000  shares of WebQuest
common stock is  $300,000,  therefore  the  valuation  allowance  related to the
WebQuest  common  stock has been  reduced to zero and the gain in the  valuation
allowance is shown as a component of "Net Comprehensive Income". As of March 31,
1999,  the  balance in deferred  revenue  related to  WebQuest  License  Fees is
$300,000.

NOTE 4 - LICENSED TECHNOLOGY

         During  February  1999,  the Company  entered into  discussions  with a
mortgage company to develop a new loan center on the  homeseekers.com  Web Site.
The Company paid a $450,000 non-refundable deposit as collateral to the Mortgage
Company to develop and maintain the mortgage loan center. Once operational, this
technology will allow  homebuyers to access a loan center while viewing homes at
the Company's Web site.

NOTE 5 - EQUITY TRANSACTIONS

         During the three months ending March 31, 1999, the Company raised gross
proceeds of $12 million through the sale of common stock to accredited investors
pursuant to Rule 506 of Regulation D. As a condition to this equity transaction,
holders of 100% of the outstanding Class A, Series A Convertible Preferred Stock
converted their shares into common stock.  Cumulative  preferred stock dividends
were also paid in the form of common stock.

                                       9
<PAGE>

                              HOMESEEKERS.COM, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 6 - YEAR 2000 CONTINGENCY

         The  Company  has  conducted  a  comprehensive  review of its  computer
systems to identify  the systems that could be affected by the "Year 2000" Issue
and is developing an implementation  plan to resolve the issue. The Year 2000 is
the result of computer  programs  being  written  using two digits  (rather than
four) to define the  applicable  year.  Any of the Company's  programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  Year  2000.   This  could  result  in  a  major  system   failure  or
miscalculations.  The Company  presently  believes that, with  modifications  to
existing software and converting to new software, the Year 2000 problem will not
pose significant  operational  problems for the Company's computer systems as so
modified and converted.  However,  if such modifications and conversions are not
completed timely,  the Year 2000 may have a material impact on the operations of
the Company.  Additionally,  if the Company's customers or vendors are unable to
resolve such processing  issues in a timely manner,  it could result in material
financial risk.


NOTE 7 - SUBSEQUENT EVENTS

         During April 1999, the Company raised $1.65 million through the sale of
250,000  shares  of  common  stock at  $6.60  per  share.  The  purchasers  were
considered  to be  accredited or otherwise  qualified  investors  based on their
financial  resources  and  knowledge of  investments.  In addition,  each of the
investors were provided with information and had access to relevant  information
concerning the Company.  Accordingly,  the issuance of the shares is exempt from
the  registration  requirements  of the Securities Act pursuant to the exemption
set forth in Section 4 (2),  Section 4 (6), and/or Rule 506 of Regulation D. The
proceeds  from the sale of  common  stock  will be used  primarily  for  working
capital, for strategic business  acquisitions and to fund increases in sales and
marketing operations.

                                       10

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

The following discussion and analysis provides information that management
believes is relevant to an assessment and understanding of the Company's level
of operation and financial condition. This discussion should be read with the
consolidated, condensed financial statements appearing in Part I, Item 1 of this
report.

RESULTS OF OPERATIONS

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 1999 TO THE NINE MONTHS ENDED
MARCH 31, 1998.

Total revenues of $2,572,000 for the nine months ended March 31, 1999 increased
118% or $1,394,000 over the same period in fiscal 1998 due primarily to
increased sales of Web sites to real estate agents; increased Internet prospect
sales and recognition of a portion ($400,000) of a one-time software license fee
from a related entity.

Cost of sales increased $130,000, or 61% from $214,000 for the nine months ended
March 31, 1998 to $344,000 for the nine months ended March 31, 1999. This
increase was due primarily to increased Genstar Web Site third-party hosting
fees. The Company has developed its internal Web site software since the
acquisition of Genstar Media in August 1998. As a result, Genstar Web site gross
margins are expected to increase starting in April 1999.

Operating expenses of $4,775,000 for the nine months ended March 31, 1999
represent an increase of $1,965,000, or 70% over the same period in fiscal 1998
due to increases in sales and marketing expenses ($889,000 increase),
administration costs ($621,000 increase) and software programming expenses
($455,000 increase). Beginning in January 1998 the Company expanded the channels
through which it sells Web Sites and, during February and March 1999, has
invested in the infrastructure to improve its R2000 software product and
homeseekers.com Internet site.

Interest expense of $28,000 during the nine months ending March 31, 1999
reflects a decrease of $72,000, or 71% from the same period during fiscal 1998.
This decrease resulted primarily from the conversion of convertible debt into
common stock.

The Company started generating interest income during the nine months ending
March 31, 1999 from the cash raised in the January and February 1999 $12 million
equity offering. The $75,000 of interest income was generated during February
and March 1999.

The $226,000 gain on the sale of assets for the nine months ending March 31,
1999 resulted from the sale of WebQuest common stock ($200,000) and from the
spin off of the FOCUS Publications business unit during November 1998 ($26,000).

The net loss for the nine months ending March 31, 1999 of $2,276,000 or $(.32)
per share increased $320,000 from the net loss of $1,956,000 or $(.37) per share
for the corresponding nine months in fiscal 1998. The increase in net loss was
due primarily to increases in operating expenses exceeding increases in
revenues. The decrease in the loss per common share is the result of a greater
number of common shares outstanding during the nine months ending March 31, 1999
than the corresponding prior year period.


                                       11

<PAGE>


COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1999 TO THE THREE MONTHS ENDED
MARCH 31, 1998.

Total revenues of $1,130,000 for the three months ended March 31, 1999 increased
95% or $549,000 over the same period in fiscal 1998 due primarily to increased
sales of Web sites to real estate agents (an increase of $191,000) and due to
recognition of a portion ($400,000) of a one-time software license fee from a
related entity.

Operating expenses of $1,995,000 for the three months ended March 31, 1999
represent an increase of $871,000, or 78% over the same period in fiscal 1998.
During February and March 1999, to increase revenues, the Company started
investing in infrastructure to improve its R2000 software product and the
homeseekers.com Internet site. The Company also hired several new salesmen to 
increase Web site revenues.

The Company started generating interest income during the three months ending
March 31, 1999 from the cash raised in the January and February 1999 $12 million
equity offering. The $74,000 of interest income was generated during February
and March 1999.

The $200,000 gain on the sale of assets for the three months ending March 31,
1999 resulted from the sale of WebQuest common stock.

The net loss for the three months ending March 31, 1999 of $726,000 or $(.11)
per share increased by $50,000 from the net loss of $676,000 or $(.12) per share
for the corresponding three months in fiscal 1998. The increase in net loss was
due to a higher rate of increase in operating expenses, as discussed above, than
the increase in revenues.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the consolidated statements of cash flows for the nine months
ending 


                                       12
<PAGE>


March 31, 1999 and 1998, the Company's operations have not generated
sufficient cash flows to meet the on-going cash needs of the Company. The
Company has generated the additional cash required to fund its operations
primarily through the proceeds from private placement offerings to accredited
investors and through the exercise of stock warrants and options.

During January and February 1999 the Company raised $12 million through the sale
of common stock to accredited investors pursuant to Rule 506 of Regulation D.
This sale netted the Company approximately $10.6 million in cash, after
deducting commissions of approximately $1.2 million and other offering expenses.

Net cash used in operations during the nine months ending March 31, 1999 of
$2,336,000 was financed primarily from the sale of common stock to accredited
investors. This compares to net cash used in operations during the nine months
ending March 31, 1998 of $2,118,000. This cash deficit was financed primarily
from the sale of common stock to accredited investors.

In October 1998 the Company entered into a technology alliance with an unrelated
entity which calls for the Company to receive payments totaling $2,000,000
through January 2000. As of March 31, 1999 the Company had earned, and received
$500,000 of the $2 million and included this amount in revenue; the $1,500,000
balance has been included in accounts receivable and deferred revenue as of
March 31, 1999.

Cash outflows from investing activities during the nine months ending March 31,
1999 included the purchase of $472,000 of tangible assets comprised primarily of
computer equipment and computer software, $450,000 for a deposit payment on the
purchase of a technology license to develop a loan center on the Company's
homeseekers.com Internet site and $82,000 in leasehold improvements for the
Company's new operations center located in Brea, California. Cash inflows
included $600,000 from the sale of WebQuest International, Inc. common stock in
March 1999.

Cash inflows from investing activities during the nine months ended March 31,
1998 included $745,000 received for the sale of 202,000 shares of Finet
Holdings, Inc. common stock that was received as payment for services rendered.

IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS

STATE OF READINESS: The Company recognizes the need to ensure its operations
will not be adversely impacted by the inability of the Company's systems to
process data having dates on or after January 1, 2000 (the "Year 2000" issue).
Processing errors due to software failure arising from calculations using the
Year 2000 date are a recognized risk.


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The Company is currently addressing the risk, with respect to the availability
and integrity of its financial systems and the reliability of its operating
systems, and is in the process of communicating with suppliers, customers,
financial institutions and others with whom it conducts business transactions to
assess whether they are Year 2000 compliant. At this time, the Company has not
found any material deficiencies in significant vendor's or customer's computer
operations. The Company's Realty 2000 product has been upgraded to be year 2000
compliant. Additionally, it has been determined that the multiple listing
services real estate listings that the Company aggregates on its homeseekers.com
Internet site will not be materially affected by the Year 2000 dating problem.

COSTS ASSOCIATED WITH THE YEAR 2000 ISSUE: Though a thorough budget has not been
prepared, the Company believes that the costs for evaluating and addressing Year
2000 issues relating to its internal and commercial software and hardware to be
less than $100,000. This statement is forward-looking and subject to risks and
uncertainties. No assurances can be given that, if an effective readiness plan
can be designed and implemented or that costs can be held to this level. Costs
to address Year 2000 issues with third parties have not been estimated, though
the Company expects that a substantial portion of such costs would be borne by
the respective third parties.

RISKS OF YEAR 2000 ISSUES: The Company is not aware of any specific issues which
would have a material effect on its operations, liquidity or financial
condition, but can make projections of reasonably likely, "worst case" scenarios
which could have such an effect. An interruption of Internet or
telecommunications services for an extended period of time would prevent the
Company from providing service to a substantial portion of its customers,
resulting in a material loss of revenue. A protracted "crash" of the Company's
internal networking and operating software would also result in a material loss
of revenue as well as an interruption of research and development activities.
This scenario could also result in the Company's financial systems to not
operate properly, which could hinder its ability to collect revenue and comply
with financial reporting requirements. However, at this time, the Company does
not anticipate that the financial impact of the Year 2000 issues will have a
material adverse effect on our business, financial condition, or results of
operations.

CONTINGENCY PLANS: At the present time the Company does not have a formal
contingency plan in the event it does not complete all phases of its Year 2000
efforts. The Company plans to evaluate the status of its progress and determine
if such a plan is necessary.


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                            PART II OTHER INFORMATION

Item 1   Legal Proceedings
None

Item 2   Changes in Securities and Use of Proceeds

During January and February 1999, the Company raised $12 million through the
sale of common stock to accredited investors pursuant to Rule 506 of Regulation
D. This sale netted the company approximately $10.6 million after deducting
commissions of approximately $1.2 million and other offering expenses. The
securities were sold through Sunrise Securities Corporation and Boenning &
Scattergood, Inc., as placement agents. The Company used $1.5 million of these
proceeds to retire debt, accounts payable and accrued liabilities during the
three months ending March 31, 1999. The balance of the proceeds will be used
primarily for working capital, for strategic business acquisitions and to fund
increases in sales and marketing operations.


Item 3   Defaults upon Senior Securities
None

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
None

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized.

HomeSeekers.com, Inc.
(Registrant)

/s/ Greg Johnson                                     /s/ Scott Berry
-----------------------------                        --------------------------
Greg Johnson                                         Scott Berry
Chief Executive Officer                              Chief Financial Officer

Dated:   May 3, 1999

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