UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                     FOR THE FISCAL YEAR ENDED MAY 31, 2000

                       Commission File Number #000-1024048
                                 HOMELIFE, INC.
           (Name of small business issuer as specified in its charter)

     NEVADA                                         33-0680443
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                 Identification Number)

     4100 NEWPORT PLACE, SUITE 730
     NEWPORT BEACH, CA                              92660
     (Address of principal executive offices)       (Zip code)

                                 (949) 660-1919
                (Issuer's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     Common Stock, par value $.001 per share

Check whether  Registrant (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 [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not  contained in this form and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
the Form 10-KSB. [X]

Registrant's  revenues for its fiscal year ended May 31, 2000, were  $3,450,918.
As of May 31,  2000,  Registrant  had  5,637,358  shares  of its $.001 par value
Common Stock issued and outstanding with an aggregate market value of the common
stock held by  non-affiliates  of $591,308.  This  calculation is based upon the
closing sales price of $0.22 per share on May 31, 2000.

Transitional Small Business Disclosure Format (check one).   Yes [ ]     No [X]

The following  documents  are  incorporated  herein by  reference:  Registration
Statement on Form 10-SB,  filed with the SEC on November 2, 1999 is incorporated
in Part IV, Item 13(a).

HomeLife,  Inc.  hereby  amends its Annual  Report of Form 10-KSB for the fiscal
year ended May 31, 2000 by  resubmitting  Part III with the  following  changes.
Item 9 of this Form 10-KSB  contains an updated  disclosure of the background of
Marie M. May, Chief Financial Officer.  Item 10 contains the annual compensation
schedule to include the fiscal year ended May 31, 1999 as well as  disclosure of
the  consulting  agreement  with the former  Chief  Financial  Officer,  William
Slivka.

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH SECTION 16(A) OF THE EXCHANGE ACT
--------------------------------------

     The directors and officers of the company are as follows:

NAME                      AGE       POSITION
----                      ---       --------

Andrew Cimerman           52        President and Director

Terry A. Lyles, Ph.D.     41        Director

F. Bryson Farrill         72        Director

Charles Goodson           45        Vice President

Marie May                 33        Chief Financial Officer and Secretary

ANDREW CIMERMAN,  52, PRESIDENT AND DIRECTOR, has held the positions of Director
and President  since April 1996. For 7 years prior  thereto,  he was the founder
and  majority  shareholder  of HomeLife  Securities,  Inc.  and its wholly owned
subsidiary HomeLife Realty Services, Inc. Mr. Cimerman is the founder, President
and  majority   shareholder  of:  Simcoe  Fox  Developments,   Ltd.,  a  private
development company located in Toronto,  Ontario, Canada; HomeLife Cimerman Real
Estate Ltd., a Toronto based real estate  company;  Jerome's Magic World,  Inc.,
the  owner  of  certain  animated  characters;  and,  majority  shareholder  and
President of Realty  World  America,  Inc. Mr.  Cimerman  owns  HomeLife  Realty
Services  Inc.,  a Canadian  affiliate  which  operates a real estate  franchise
company in Canada. HomeLife Securities is a separate company from HomeLife, Inc.
and HomeLife Securities licenses certain "HomeLife" trademarks and service marks
to  HomeLife,  Inc.  Mr.  Cimerman  brings over 30 years of real estate  service
experience to the company,  and is a strong and committed  leader focused on the
growth and success of the company.

TERRY A. LYLES,  PH.D, 41,  DIRECTOR  joined the company as a director in August
1997.  Dr.  Lyles  is a  national  and  international  speaker  and  trainer  to
professional athletes, Fortune 500 Companies,  schools,  universities and public
audiences.  Dr.  Lyles'  program  is to reach  people  around the world with the
message  of  "balance  and  excellence."  For the past 16 years,  Dr.  Lyles has
traveled  across the United States and around the world  conveying this profound
message of "Life  Accountability"  and "A Better You." Dr. Lyles has conducted a
weekly radio program "A Better You" since May 1, 1994,  which is currently heard
by over 1  million  people  in 65  nations.  Dr.  Lyles  holds a Ph.D  degree in
Psychology from Wayne State University in Detroit, Michigan.

F. BRYSON  FARRILL,  72,  DIRECTOR  joined the company as a director in February
1997. Mr. Farrill has been in the securities industry for the past 33 years. Mr.
Farrill has held various  senior  positions,  including  that of  President  and
Chairman of McLeod, Young, Weir International,  an investment dealer in Toronto,
Canada.  He was also the Chairman of Scotia  McLeod (USA) Inc. for eleven years.
Mr.  Farrill's  broad  experience  is not only utilized in the United States and
Canada but has served to direct the expansion of McLeod,  Young,  Weir Ltd. into
Europe and Asia through an extensive network of branch offices.

CHARLES  GOODSON,  45, VICE  PRESIDENT has been employed by the company,  or its
subsidiary  companies  since March 1992.  Mr. Goodson had 16 years of commercial
banking  experience prior to joining HomeLife Realty Services.  He is a licensed
realtor.  Mr. Goodson  earned his B.S.  degree in Business  Administration  from
California State University, Northridge.

MARIE M. MAY,  33,  CHIEF  FINANCIAL  OFFICER  AND  SECRETARY  has been with the
company  since  July  2000.  She  succeeds  William  Slivka  who will  remain in
consultant capacity to the Company and focus on raising additional capital.  Ms.
May and Mr. Slivka have worked together through the transition of duties period.
Ms. May was  appointed  to the  position of Chief  Financial  Officer  effective
September  1, 2000.  Ms.  May has 11 years  experience  in finance &  accounting
mainly related to small emerging businesses. Prior to

                                       1
<PAGE>

joining  HomeLife  Ms.  May  was  Chief  Financial   Officer  for  Medical  Data
International,  Inc, a provider of healthcare business information. Ms. May is a
certified  public  accountant  and received her B.S.  degree in Accounting  from
Pepperdine University in 1989.

(B)  COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who own more  than ten  percent  of the
Company's  Common  Stock,  to file reports of ownership and changes in ownership
with the Securities and Exchange  Commission  ("SEC").  Officers,  directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company  with copies of all Section  16(a) forms they file.  Based solely on
its  review  of  the  copies  of  such   forms   received   by  it,  or  written
representations from certain reporting persons, the Company believes that during
its 2000 fiscal year, all such filing  requirements  applicable to its officers,
directors, and greater than 10% beneficial owners were complied with.

                                       2
<PAGE>

ITEM 10 - EXECUTIVE COMPENSATION
--------------------------------

     (A)  SUMMARY OF COMPENSATION

     The following  officers of the Company  receive the  following  annual cash
salaries and other compensation:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                      Annual Compensation                  Long Term Compensation
                      -------------------                  ----------------------
                                                           Awards                Payouts
                                                           ------                -------

                                                 Other                                    All Other
Name                                             Annual    Restricted                     Compensation
and                                              Compen-   Stock      Options    LTIP
Principal Position    Year    Salary      Bonus  sation    Awards     SARs       Payouts
<S>                   <C>     <C>           <C>     <C>      <C>         <C>        <C>       <C>
Andrew Cimerman,      1999    $20,000       -       -        -           -          -         -
President,            2000    $20,000
Director

Charles Goodson       1999    $69,500       -       -        -           -          -         -
Vice President        2000    $84,000

Marie M. May,         2000    $30,000       -       -        -           -          -         -
Chief Financial
Officer,
Secretary

F. Bryson             1999      *(1)        -       -        -           -          -         -
Farrill, Director     2000                                                                    4,000

Terry A. Lyles,       1999      *(1)        -       -        -           -          -         -
Director              2000                                                                    4,000

William Slivka,       1999    $60,000       -       -        -           -          -         -
former Chief          2000        -
Financial Officer

All Officers and
Directors as a        1999   $149,500
group                 2000   $134,000                                                         8,000
------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Mr. Farrill and Mr. Lyles each have an option to purchase  50,000 shares of
     the  company's  common  stock.  These  options are fully  vested and may be
     exercised at the price of $3.00 per share.

     (B)  OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR

          None.


                                       3
<PAGE>

     (C)  AGGREGATE OPTIONS/SAR GRANTS


     While the  company  has not  enacted  a formal  stock  option  plan for its
directors and senior  executives,  the company has granted certain directors and
officers  options to purchase  common stock of the  company.  Board of Directors
members,  Mr. F. Bryson  Farrill and Dr.  Terry Lyles,  were granted  options to
purchase  50,000 shares of common stock of the company each.  The exercise price
of  the  option  is  $3.00  per  share.  These  options  are  fully  vested  and
exercisable.  Former  employee,  Gabrielle  Jeans, has been granted an option to
purchase 30,000 shares of common stock at the exercise price of $5.00 per share.
Ms. Jeans' options are also fully vested and exercisable.

     The following table describes the above options:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                           SHARES      VALUE                                    VALUE OF UNEXERCISED
NAME                    ACQUIRED ON   REALIZED       NUMBER OF UNEXERCISED          IN-THE-MONEY
                         EXERCISE (#)   ($)       OPTIONS/SARS OF FY-END (#)  OPTIONS/SARS OF FY-END ($)
                                                  EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
--------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>                <C>                         <C>
F. Bryson Farrill,         50,000        0                  50,000                      $3.00
Director
--------------------------------------------------------------------------------------------------------
Terry Lyles, Ph.D.,        50,000        0                  50,000                      $3.00
Director
--------------------------------------------------------------------------------------------------------
Gabrielle Jeans, Former    30,000        0                  30,000                      $5.00
employee
--------------------------------------------------------------------------------------------------------
Total                     130,000        0                 130,000                        --
--------------------------------------------------------------------------------------------------------
</TABLE>

     (D)  LONG TERM INCENTIVE PLAN (LTIP)

     None.

     (E)  COMPENSATION OF DIRECTORS

     During the current fiscal year, F. Bryson Farrill,  and Terry Lyles, Ph.D.,
both directors,  were each issued 10,000 shares of the Company's common stock as
compensation  for their  services.  These  shares were issued at the fair market
value,  which amounted to $.40 per share for a total of $4,000  compensation  to
each director.

     (F)  EMPLOYMENT AGREEMENTS

     On October 25, 1995 the Company  entered into an employment  agreement with
Andrew Cimerman.  The agreement is for a five year term, with an option to renew
it for another five years.  Mr.  Cimerman's  duties under the agreement  include
performing  all those  executive  and  managerial  duties that are necessary for
running and directing the Company's operations.

     On July 16, 2000,  the Company  entered into a  consulting  agreement  with
William Slivka, the former Chief Financial Officer.  The agreement is a one year
term,  with an  option  to renew in one year  intervals.  His  duties  under the
agreement are to transition in the new Chief Financial Officer, Marie M. May, as
well as duties related to investment  banking and raising additional capital for
the Company.

     (G)  REPORT ON RE-PRICING OF STOCK OPTIONS/SARS

     Over the  last  fiscal  year,  the  Company  has not  re-priced  any of its
previously granted stock options/SARs.

                                       4
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act") the  Registrant  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

    HOMELIFE, INC.
    --------------
    Registrant

    By: /s/ Andrew Cimerman                       Date:  September 8, 2000
        ----------------------------                     -------------------
        Chief Executive Officer,
        President, Director

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

    By: /s/ Andrew Cimerman                       Date:  September 8, 2000
        ----------------------------                     -------------------
        Chief Executive Officer,
        President, Director