UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended June 30, 2002

                                       OR

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

For the transition period from ____________________to____________________

                         Commission File Number: 0-23835

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

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

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

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

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

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

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

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: 48,954,561 shares of
common stock, $ .001 par value, outstanding as of August 10, 2002.



<PAGE>





                          HOMESEEKERS.COM, INCORPORATED

          FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2002

Part I    Financial Information                                           Page

Item 1.   Financial Statements:

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

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

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

          Notes to Consolidated Condensed Financial Statements              6

Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                      7

Item 3.   Quantitative and Qualitative Disclosures about Market Risk       10

Part II   Other Information

Item 1.   Legal Proceedings                                                11

Item 2.   Changes in Securities and Use of Proceeds                        12

Item 3.   Defaults Upon Senior Securities                                  12

Item 4.   Submission of Matters to a Vote of Security Holders              12

Item 5.   Other Information                                                12

Item 6.   Exhibits and Reports on Form 8-K                                 12

SIGNATURES                                                                 13




                                       2
<PAGE>

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

                                                                      June 30,      December 31,
                                                                        2002           2001
                                                                     -----------    -----------
                                                                     (Unaudited)
<S>                                                                  <C>            <C>
                                     ASSETS
Current assets
   Cash and cash equivalents                                         $       636    $     1,232
   Accounts receivable, net                                                  616             57
   Accounts and notes receivable, related parties                           --               92
   Other assets                                                              100             86
                                                                     -----------    -----------
      Total current assets                                                 1,352          1,467
Investments, net                                                            --               20
Property and equipment, net                                                  875          1,337
Purchased intangible assets, net                                            --                5
Other assets                                                                  42             50
                                                                     -----------    -----------
                                                                     $     2,269    $     2,879
                                                                     ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
   Accounts payable                                                  $     3,699    $     3,945
   Accrued payroll and other liabilities                                   1,920          4,704
   Liability under purchase agreement                                        500            500
   Long-term obligations, current portion                                  3,883          1,046
   Deferred revenue, current portion                                       3,070          2,722
                                                                     -----------    -----------
      Total current liabilities                                           13,072         12,917
Long-term liabilities
   Long-term obligations                                                      40          3,088
   Deferred revenue                                                          487            583
                                                                     -----------    -----------
      Total long-term liabilities                                            527          3,671
Commitments and contingencies
Stockholders' equity (deficit)
   Common stock, $.001 par; 50,000,000 shares authorized;
      48,954,561 shares issued and outstanding                                49             49
   Additional paid-in capital                                             91,427         90,975
   Accumulated other comprehensive loss                                     (200)          (180)
   Accumulated deficit                                                  (102,606)      (104,553)
                                                                     -----------    -----------
      Total stockholders' equity (deficit)                               (11,330)       (13,709)
                                                                     -----------    -----------
                                                                     $     2,269    $     2,879
                                                                     ===========    ===========
</TABLE>

            See notes to consolidated condensed financial statements.




                                       3
<PAGE>

<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                FOR THE QUARTERS ENDED JUNE 30, 2002 AND 2001 AND
                 FOR THE SIX-MONTHS ENDED JUNE 30, 2002 AND 2001
             (Amounts in thousands, except share and per share data)
                                   (Unaudited)

                                                Quarters Ended June 30,          Six-Months Ended June 30,
                                                 2002             2001             2002             2001
                                             ------------     ------------     ------------     ------------
<S>                                          <C>              <C>              <C>              <C>
Revenues                                     $      2,607     $      3,684     $      4,424     $      8,095
Cost of revenues                                      499            5,611              963            8,083
                                             ------------     ------------     ------------     ------------

   Gross profit (loss)                              2,108           (1,927)           3,461               12
                                             ------------     ------------     ------------     ------------

Operating expenses
   Operating expenses                               1,888            5,664            3,711           14,680
   Write down of assets                              --             12,277                5           20,130
                                             ------------     ------------     ------------     ------------

                                                    1,888           17,941            3,716           34,810
                                             ------------     ------------     ------------     ------------

Income (loss) from operations                         220          (19,868)            (255)         (34,798)

Other income (expense)
   Interest expense                                  (210)            (677)            (415)            (861)
   Interest income                                      2                4                2               37
   Other, net                                       2,467             (112)           2,615              223
                                             ------------     ------------     ------------     ------------

                                                    2,259             (785)           2,202             (601)
                                             ------------     ------------     ------------     ------------

Net income (loss)                                   2,479          (20,653)           1,947          (35,399)
Other comprehensive loss                               (7)            (126)             (13)            (157)
                                             ------------     ------------     ------------     ------------

Total comprehensive income (loss)            $      2,472     $    (20,779)    $      1,934     $    (35,556)
                                             ============     ============     ============     ============

Net income (loss) per common share
    Basic                                    $       0.05     $      (0.45)    $       0.04     $      (0.90)
                                             ============     ============     ============     ============
    Diluted                                  $       0.05     $      (0.45)    $       0.04     $      (0.90)
                                             ============     ============     ============     ============

Shares used in computing per share data
    Basic                                      48,954,561       45,815,139       48,954,561       39,489,257
                                             ============     ============     ============     ============
    Diluted                                    49,094,561       45,815,139       49,094,561       39,489,257
                                             ============     ============     ============     ============
</TABLE>

            See notes to consolidated condensed financial statements.




                                       4
<PAGE>

<TABLE>
<CAPTION>
                          HOMESEEKERS.COM, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE SIX-MONTHS ENDED JUNE 30, 2002 AND 2001
             (Amounts in thousands, except share and per share data)
                                   (Unaudited)
                                                                             2002         2001
                                                                           --------     --------
<S>                                                                        <C>          <C>
Cash flows from operating activities
   Net income (loss)                                                       $  1,947     $(35,399)
   Adjustments to reconcile net income (loss) to net cash used in
      operating activities
      Depreciation                                                              570          851
      Amortization                                                             --          4,540
      Write down of assets                                                        5       20,130
      Compensation expense from option repricing                               --          2,270
      Gain from extinguishment of debt                                       (2,227)        --
      Settlement of accounts payable and other liabilities                     (399)        --
      Equity in net losses of foreign affiliate                                --           (463)
      Common stock and warrants issued for services                            --            754
      Common stock and warrants issued for interest                             212          803
      Other                                                                    --            405
   Changes in assets and liabilities net of effects from acquisitions
      Accounts receivable                                                      (559)         772
      Accounts receivable, related parties                                     --            (16)
      Other current assets                                                      (14)         216
      Other assets                                                                8          (48)
      Accounts payable                                                          153          739
      Accrued payroll and other liabilities                                    (225)         493
      Deferred revenue                                                          252           26
                                                                           --------     --------
         Net cash used in operating activities                                 (277)      (3,927)
                                                                           --------     --------

 Cash flows from investing activities
     Purchase of property and equipment                                        (108)        (186)
     Proceeds from sale of intangibles                                         --            354
     Payment from foreign affiliate                                            --            200
     Proceeds from sale of assets                                              --              5
                                                                           --------     --------
         Net cash provided by (used in) investing activities                   (108)         373
                                                                           --------     --------

 Cash flows from financing activities
    Issuance of debt                                                           --          1,695
    Repayments of debt                                                         (211)        (294)
    Net proceeds from sale/exercise of common stock, options
       and warrants                                                            --          3,000
                                                                           --------     --------
         Net cash provided by (used in) financing activities                   (211)       4,401
                                                                           --------     --------

Net increase (decrease) in cash and cash equivalents                           (596)         847
Cash and cash equivalents at beginning of period                              1,232          586
                                                                           --------     --------

Cash and cash equivalents at end of period                                 $    636     $  1,433
                                                                           ========     ========
</TABLE>

            See notes to consolidated condensed financial statements.



                                       5
<PAGE>



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


NOTE 1 - MANAGEMENT'S REPRESENTATION AND BASIS OF PRESENTATION

         The consolidated  condensed financial  statements are unaudited and, in
the opinion of management,  all adjustments (which include only normal recurring
adjustments)  considered  necessary for a fair  presentation have been included.
These  financial  statements  should  be read in  conjunction  with the  audited
consolidated  financial  statements and notes thereto  included in the Company's
Annual  Report on Form 10-K for the year ended  December  31,  2001,  previously
filed with the Securities  and Exchange  Commission.  The Company  presumes that
users of the interim  financial  information  herein have read or have access to
the audited  financial  statements  for the  preceding  fiscal year and that the
adequacy  of  additional  disclosure  needed  for a  fair  presentation  may  be
determined  in  that  context.  Accordingly,   footnote  disclosure  that  would
substantially  duplicate the disclosure contained in the Company's Annual Report
on Form 10-K for the six-months  ended  December 31, 2001 has been omitted.  The
results of operations for the quarter and six-months ended June 30, 2002 are not
necessarily  indicative  of the results  that will be realized  for a full year.
Certain prior period  amounts have been  reclassified  to conform to the current
period's presentation.


NOTE 2 - NEW ACCOUNTING STANDARD

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

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


NOTE 3 - GOING CONCERN

         The Company  reported net income of  approximately  $2,479,000  for the
quarter ended June 30, 2002 and incurred a net loss of approximately $11,966,000
during the  six-months  ended  December  31,  2001,  and at June 30,  2002 had a
working capital deficit of approximately $11,720,000,  an accumulated deficit of
approximately   $102,606,000  and  a  stockholders'   deficit  of  approximately
$11,330,000.  In addition,  the Company used cash of  approximately  $277,000 to
fund  operations  during  the most  recent  six-month  period.  The  reports  of
independent  auditors  on the  Company's  December  31,  2001 and June 30,  2001
consolidated  financial  statements include an explanatory  paragraph indicating
there is  substantial  doubt about the Company's  ability to continue as a going
concern.  In October 2001, the Company borrowed $3.0 million to pay off existing
debt and for working  capital  needs.  In  December  2001,  the Company  sold an
operating  division,  generating  net cash of  approximately  $1.7 million.  The
Company has reduced its fixed operating expenses and has consolidated its



                                       6
<PAGE>


operations  into one location.  The Company  continues to maintain a significant
working  capital  deficit and has inadequate  cash reserves to fully satisfy its
existing  trade  debts.  The  Company is  continuing  in its  efforts to further
increase sales  revenues,  reduce  operating  expenses,  and develop methods for
reducing  its  existing  trade debts and  liabilities.  The Company may consider
obtaining  additional  debt or equity  financing.  Similarly,  the  Company  may
consider  entering into other  arrangements or business  combinations that would
provide  the  Company  with  incremental   working   capital,   increased  sales
opportunities,  or redundant  cost savings.  The Company is operating with a new
management  team  and  has  undertaken  a  significant   restructuring   of  its
operations.  There can be no assurances that the Company will be able to sustain
profitable  operations  or  that  the  Company  can  develop  a plan  that  will
adequately  satisfy  its trade  creditors  and debt  holders.  The  accompanying
consolidated  condensed  financial  statements do not include any adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.


NOTE 4 - EQUITY TRANSACTIONS

         Pursuant to a late payment penalty clause of a note payable to a former
director,  the Company is obligated to issue warrants to purchase 100,000 shares
of the Company's common stock each week until the note is paid. At June 30, 2002
the Company was obligated to issue to the former  director  penalty  warrants to
purchase  an  additional  6.5  million  shares of the  Company's  common  stock.
Interest expense  recognized during the quarter ended June 30, 2002 attributable
to these warrants was $99,000. Similarly, interest expense attributable to these
warrants recognized during the six-months ended December 31, 2001 was $631,000.


NOTE 5 - GAIN FROM EXTINGUISHMENT OF DEBT

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


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


Overview

         The  following   discussion  of  financial  condition  and  results  of
operations  should  be read  in  conjunction  with  the  consolidated  condensed
financial  statements and notes thereto included elsewhere in this report.  This
Form 10-Q  contains  "forward-looking  statements"  within  the  meaning  of the
Private  Securities  Litigation  Reform  Act of 1995  that  involves  risks  and
uncertainties,   such  as  statements  of  the  Company's   plans,   objectives,
expectations  and intentions.  When used in this Form 10-Q, the words "expects,"
"anticipates,"  "intends"  and "plans" and similar  expressions  are intended to
identify forward-looking statements. The cautionary statements made in this Form



                                       7
<PAGE>


10-Q  should  be  read  as  being  applicable  to  all  related  forward-looking
statements  wherever they appear in this  document.  Actual results could differ
materially  from those  discussed  in or implied by this Form 10-Q.  The Company
does not intend to update any of the  forward-looking  statements after the date
of this filing to conform those statements to actual results. Factors that could
cause or contribute to such differences include those discussed below.

         Prior to the quarter ended June 30, 2002,  the Company had  experienced
recurring losses from operations and has an accumulated deficit of approximately
$102.6 million and a working  capital  deficit of $11.7 million at June 30, 2002
and  limited  cash  reserves.  Because  of these  factors,  the  reports  of the
independent auditors on the consolidated financial statements for the six-months
ending  December  31,  2001  and the  year  ended  June  30,  2001  included  an
explanatory  paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern.

         In October  2001 the Company  borrowed  $3.0 million to pay off certain
existing debt and for working  capital needs.  In December 2001 the Company sold
its MLS operating  division  generating net cash  available for working  capital
purposes of  approximately  $1.7 million.  Since  November 2001, the Company has
moved  quickly  to reduce  its fixed  operating  expenses  and  consolidate  its
operations  into one  location.  In a press  release  dated March 12, 2002,  the
Company  announced  that,  for the first time in its history,  it was generating
revenues and cash flows sufficient to cover current operating needs. However, as
noted above,  the Company  continues to maintain a significant  working  capital
deficit from its prior  activities  and has  inadequate  cash  reserves to fully
satisfy its existing  trade debts.  The Company is  continuing in its efforts to
further increase sales revenues,  reduce operating expenses, and develop methods
for  reducing its  existing  trade debts and  liabilities.  See  "Liquidity  and
Capital Resources." The Company may consider obtaining additional debt or equity
financing.  Similarly, the Company may consider entering into other arrangements
or business combinations that would provide the Company with incremental working
capital, increased sales opportunities, or redundant cost savings.

         The Company is operating with a new management  team and has undertaken
a  significant  restructuring  of its  operations.  As a direct  result of these
efforts,  the Company generated positive earnings from operations and posted net
income of  approximately  $2,479,000  for the quarter  ended June 30,  2002,  as
compared to a net loss of  approximately  $20,653,000  in the  comparable  prior
period. The Company is currently operating at profitable levels;  however, there
can be no  assurances  that  the  Company  will be able  to  sustain  profitable
operations or that the Company can develop a plan that will  adequately  satisfy
its trade creditors and debt holders.  If the Company is unable to achieve these
results or otherwise cannot obtain additional  financing on acceptable terms, it
is likely that the Company would cease operations.


Results of Operations

         Revenues

         Revenues  decreased 30% from $3.7 million in the quarter ended June 30,
2001 to $2.6 million in the quarter ended June 30, 2002.  This also represents a
44% increase  from revenues of $1.8 million in the quarter ended March 31, 2002.
For the six-months ended June 30, 2001 revenues  decreased 46% from $8.1 million
to $4.4 million in the  six-months  ended June 30, 2002.  The primary reason for
the  decrease  in  revenues  from the prior  period was the  termination  of the
Company's  publishing  operations  and the  sale of its MLS  operations  between
periods.  Revenues  recognized  during  the  quarter  ended  June 30,  2002 were
primarily  composed of sales of the Company's  software  productivity  tools for
real estate agents and hosting fees associated with real estate agent web sites.


                                       8
<PAGE>

         Cost of Revenues

         Cost of revenues  decreased from $5.6 million in the quarter ended June
30, 2001 to $499,000 in the quarter ended June 30, 2002, and decreased from $8.1
million  in the  six-months  ended  June 30,  2001 to  $963,000  million  in the
six-months  ended June 30,  2001.  The  decrease  is  primarily  a result of the
elimination  of the  publication  operations  and the sale of its MLS operations
between  periods,  which had a  significantly  higher cost of  revenue,  and the
inclusion  in cost  of  revenues  in the  prior  period  of  amortization  costs
associated with certain purchased technology from prior business acquisitions.

         Operating Expenses and Write-Down of Assets

         Total  operating  expenses  decreased from $17.9 million in the quarter
ended June 30, 2001 to $1.9  million in the  quarter  ended June 30,  2002,  and
decreased  from $34.8  million  in the  six-months  ended June 30,  2001 to $3.7
million in the  six-months  ended June 30,  2002.  As noted  above,  the Company
eliminated  its  publication  operations  and  sold its MLS  operations  between
periods.  Additionally,  the Company  undertook a significant  restructuring and
consolidation of its remaining  business units in order to significantly  reduce
its  operating  expenses and achieve  positive  cash flows.  The largest  single
component of operating  expenses in both  periods was  compensation  and related
expenses.  As a result of the above,  compensation and related expenses included
in operating  expenses decreased from $2.4 million to $843,000 between quarterly
periods,  and decreased from $7.1 million in the six-months  ended June 30, 2001
to $1.8  million  in the  six-months  ended  June  30,  2002.  Depreciation  and
amortization  expense  included in operating  expenses  during the quarter ended
June 30,  2002 was  $305,000  compared  to  $500,000  in the  prior  period  and
decreased from $2.3 million to $570,000  between the six-month  periods,  as the
Company fully-depreciated or disposed of depreciable assets between periods.

         During the quarter  ended June 30, 2001,  the Company  wrote down $12.2
million of impaired  long-lived  assets.  For the six-months ended June 30, 2001
the  Company  wrote  down a total of  $20.1  million  of  impaired  assets.  The
write-downs  included an investment in a foreign affiliate,  significant amounts
of purchased  intangible  assets in connection  with various  acquisitions,  and
other investments. After careful assessment of various factors relating to these
assets,   including  the  Company's   decision  to  discontinue  its  publishing
operations  and  continued   negative  stock  market   conditions  for  emerging
technology companies, management determined it was appropriate to write down the
value of these assets.  Accordingly,  such assets were written down to estimated
fair value based on estimated  future  undiscounted net cash flows in accordance
with Statement of Financial Accounting Standards No. 121.


Liquidity and Capital Resources

         The Company has limited cash reserves, an accumulated deficit of $102.6
million,  and a working  capital  deficit  of $11.7  million  at June 30,  2002.
Because of the  Company's  significant  net  losses,  working  capital  deficit,
accumulated  deficit  and  uncertainty  as to its  ability to secure  additional
financing, the reports of the independent auditors on the consolidated financial
statements  for the  six-months  ended December 31, 2001, and for the year ended
June 30, 2001, included an explanatory paragraph indicating there is substantial
doubt about the Company's ability to continue as a going concern.



                                       9
<PAGE>


         At June 30, 2002, the Company's cash balance was $636,000 compared to
over $1.2 million at December 31, 2001, a net decrease of $596,000. From
inception and until only recently, the Company has experienced negative cash
flows from operations. During the six-months ended June 30, 2002, net cash used
in operating activities was approximately $277,000 compared to net cash used in
operating activities of $3,927,000 during the six-months ended June 30, 2001.
Adjustments to reconcile the net loss to net cash used in operations during the
six-months ended June 30, 2001 included a significant amount of non-cash
expenses attributable to depreciation, amortization and write-down of assets in
the prior period.

         Net cash used in investing  activities during the six-months ended June
30,  2002 was  $108,000  for the  purchase of computer  hardware  and  equipment
necessary to the Company's business.  Subject to the sale of assets in the prior
period,  the net cash  provided by investing  activities  during the  six-months
ended June 30, 2001 was $373,000.

         Net cash used in financing  activities during the six-months ended June
30,  2002 was  $211,000  and was  attributable  to debt  repayments.  During the
six-months  ended June 30, 2001, a significant  portion of the operations of the
Company was funded through the issuance of equity securities.  Accordingly,  the
net cash provided by financing  activities  during the six-months ended June 30,
2001 was $4.4 million.


RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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




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                            PART II OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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

         The Company has  commitments  to issue  common stock as a result of the
exercise of outstanding  options and warrants and other  agreements  that are in
excess of the Company's authorized number of shares of common stock, including a
loan convertible into 30,000,000  shares of the Company's common stock or 25% of
the Company's  outstanding  common stock on the date of exercise.  The Company's
Articles of Incorporation  currently authorize the issuance of 50,000,000 shares
of common stock.  Therefore,  before it can issue common stock upon the exercise
of options or warrants or in accordance with other obligations, the Company must
increase the number of authorized  shares of common  stock.  Any increase in the
authorized capital requires an amendment to the Articles of Incorporation, which
must be approved by the  stockholders.  In July 2002 the Company appointed three
additional  individuals  to its  board of  directors  for a total of four  board
members.  Although  it  is  within  corporate  guidelines  to  create  permanent
appointments,  these appointments are to be considered  temporary until ratified
by the stockholders.  Among other matters, the board is considering the earliest
date  feasible for a meeting of the  stockholders  at which the Company may seek
approval  to  increase  the  authorized  number of shares of common  stock in an
amount  necessary  to meet the  existing  obligations.  If the Company  does not
timely  receive  approval of this  increase,  it may be forced to default on its
obligations.  Additionally, the Company relied heavily on the issuance of common
stock in the past for funding of its  operations.  If it does not  increase  the
number of shares  available for issuance,  the Company will not be able to issue
stock to fund its business  operations or otherwise  raise capital until such an
increase is approved and effected.




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ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.  The Company did not issue any shares of its common  stock during
the quarter ended June 30, 2002.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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


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

         None


ITEM 5.  OTHER INFORMATION

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

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

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

         99.1(a) and 99.1(b)

                  Certification   pursuant  to  18  U.S.C.ss.1350,   as  adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K

         The  Company  did not issue any  Reports on Form 8-K during the quarter
         ending June 30, 2002.



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                                   SIGNATURES


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


 HomeSeekers.com, Incorporated
 (Registrant)


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



 Dated:   August 11, 2002






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