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

                                   FORM 10-QSB

[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended August 31, 2001

[ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act;
     For the transition period from _________ to __________

Commission File Number #000-1024048

                                 HOMELIFE, INC.

        (Exact 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 No.)


     9475 Heil Avenue Suite D, Fountain Valley, CA          92708
     ---------------------------------------------          ----------
     (Address of Principal Executive Offices)               (Zip Code)

               Registrant's telephone number, including area code:
                                 (714) 418-1414

     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 [ ]

     The issuer had 5,488,586 shares outstanding as of August 31, 2001

Transitional Small Business Disclosure Format (check one):

                              Yes [ ]      No [X]

<PAGE>

                                 HOMELIFE, INC.

                                      INDEX
                                                                        PAGE NO.
                                                                        --------

PART I - FINANCIAL INFORMATION                                                1.

Item 1. Financial Statements                                                  1.

         Consolidated Unaudited Balance Sheet as of August 31, 2001           1.

         Comparative Unaudited Consolidated Statements of Operations          3.
                  for the three months ended August 31, 2001 and 2000

         Comparative Unaudited Consolidated Statements of Cash Flows          4.
                  for the three months ended August 31, 2001and 2000

         Notes to Unaudited Consolidated Financial Statements                 5.

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

PART II - OTHER INFORMATION                                                  14.

Item 1. Legal Proceedings.                                                   14.

Item 2. Changes in Securities and Use of Proceeds.                           14.

Item 3. Defaults Upon Senior Securities.                                     14.

Item 4. Submission of Matters to a Vote of Security Holders.                 14.

Item 5. Other Information.                                                   15.

Item 6. Exhibits and Reports of Form 8-K.                                    15.
        (a)   Exhibits
        (b)   Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION



HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET
AS OF AUGUST 31, 2001
(UNAUDITED)

ASSETS
Current Assets
     Cash                                                          $     85,375
     Marketable securities, at fair value                                 1,237
     Accounts receivable                                                147,690
     Notes receivable                                                   146,351
     Prepaid expenses and deposits                                       51,727
                                                                   ------------
                                                                        432,380

     Accounts Receivable - Long Term                                     25,800

     Property and Equipment                                             310,788

     Goodwill                                                           356,475

     Other Assets                                                       284,745

     Cash Held in Trust                                                 212,221
                                                                   ------------

                                                                   $  1,622,409
                                                                   ============

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF AUGUST 31, 2001
(UNAUDITED)


LIABILITIES AND STOCKHOLDER'S EQUITY
     Current Liabilities

     Bank indebtedness                                             $     48,526
     Accounts payable                                                   373,135
     Reserve for warranty                                                52,479
     Dividends payable                                                    4,770
     Deferred revenue                                                   207,064
                                                                   ------------
                                                                        685,974

     Deferred Revenue                                                   138,042

     Trust Liability                                                    212,221

     Minority Interest                                                   32,827
                                                                   ------------
                                                                      1,069,064

     Stockholders' Equity

     Capital Stock                                                    1,030,230

     Additional Paid in Capital                                       3,198,537

     Accumulated Other Comprehensive Gain/(Loss)                          4,885

     Accumulated Deficit                                             (3,680,307)
                                                                   ------------

                                                                        553,345
                                                                   ------------

                                                                   $  1,622,409
                                                                   ============

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 2001AND 2000
(UNAUDITED)
                                                      2001             2000
                                                  ------------     ------------
REVENUE

Royalty and franchise fees                        $    195,177     $    168,574
Warranty fees                                           76,282           84,372
Mortgage financing fees                                 10,607           23,046
Real estate brokerage                                  411,776          565,457
Other income                                            65,869           56,112
                                                  -----------------------------
                                                       759,711          897,561

DIRECT COSTS                                           470,669          597,124
                                                  -----------------------------

                                                       289,042          300,437
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                           119,637          141,648
General and administrative                             117,605          125,112
Occupancy                                               37,012           46,455
Financial                                                5,018            3,465
Amortization                                            36,743            8,643
                                                  -----------------------------

                                                       316,015          325,323
                                                  -----------------------------

INCOME/(LOSS) BEFORE GAIN ON DISPOSAL OF
  SUBSIDIARY ASSETS                                    (26,973)         (24,886)

Gain on Disposal of Subsidiary Assets                   52,130               --
                                                  -----------------------------

INCOME/(LOSS) BEFORE MINORITY INTEREST                  25,157          (24,886)

Minority interest                                        1,568              188
                                                  -----------------------------

NET INCOME/(LOSS)                                       26,725          (24,698)

Preferred dividends                                         --             (630)
                                                  -----------------------------

NET INCOME/(LOSS) APPLICABLE TO COMMON
   SHARES                                               26,725          (25,328)
                                                  =============================

BASIC AND FULLY DILUTED INCOME/
 (LOSS) PER COMMON SHARE                          $       0.00     $      (0.01)
                                                  =============================

WEIGHTED-AVERAGE NUMBER OF                           5,486,531        4,877,004
 COMMON SHARES

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2000
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                       2001             2000
                                                                   ------------     ------------
                                                                         $                $
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                                <C>              <C>
Net income/(loss)                                                        26,725          (24,698)
Adjustments to reconcile net income/(loss) to net cash provided
   by operating activities
Depreciation and amortization                                            36,743            8,643
Minority interest                                                        (1,568)            (188)
Loss on trading securities                                                4,013               --
Gain on disposal of subsidiary assets                                   (52,130)              --
Stock based compensation                                                  3,000               --
Reserve for warranties                                                    7,576            1,639
Changes in assets and liabilities
(Increase) decrease in accounts and other receivable                    (38,593)          36,849
(Increase) decrease in notes receivable                                    (845)            (801)
(Increase) decrease in prepaid expenses                                   5,861          (11,034)
Increase (decrease) in accounts payable                                 (27,403)         (45,136)
Increase (decrease) in notes payable                                         --           70,568
Increase (decrease) in deferred revenue                                 (15,705)              --
                                                                   -----------------------------

Net cash provided by/(used in) operating activities                     (52,326)          35,842
                                                                   -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                          --          (57,627)
Proceeds from disposition of subsidiary assets                           64,500               --
                                                                   -----------------------------

Net cash provide by/(used in) investing activities                       64,500          (57,627)
                                                                   -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank indebtedness                        (1,704)              --
                                                                   -----------------------------

Net cash provided by/(used in) financing activities                      (1,704)              --
                                                                   -----------------------------

Effect of foreign currency exchange rates                                 1,024               --

NET INCREASE (DECREASE) IN CASH                                          11,494          (21,785)
Cash, beginning of period                                                73,881          248,064
                                                                   -----------------------------

CASH, END OF PERIOD                                                $     85,375     $    226,279
                                                                   =============================
</TABLE>

                                       4
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE THREE MONTHS ENDED AUGUST 31, 2001

NOTE 1.   BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

In  the  opinion  of  the  Company's  management,   the  accompanying  condensed
consolidated  financial  statements include all adjustments,  consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
position at August 31, 2001 and results of operations for the three months ended
August 31, 2001 and 2000.

These financial statements consolidate,  using the purchase method, the accounts
of the Company and its subsidiaries listed below:

a)   Wholly-Owned Subsidiaries - active
     ----------------------------------

          HomeLife Realty Services,  Inc., MaxAmerica Financial Services,  Inc.,
          Builders Realty (Calgary) Ltd. ,

     Wholly-Owned Subsidiaries - inactive
     ------------------------------------

          FamilyLife  Realty  Services,  Inc., Red Carpet Broker Network,  Inc.,
          National  Sellers  Network,  Inc.,  Aspen Benson & May LLC.,  HomeLife
          California Realty, Inc. and HomeLife Properties, Inc.


b)   Majority-owned subsidiaries

The Keim Group Ltd.,  and MaxAmerica  Home Warranty  Company - 93.33% and 82.72%
respectively.

On  consolidation,  all material  intercompany  accounts  have been  eliminated.
Consolidation   commenced  with  the  effective  dates  of  acquisition  of  the
operations of the subsidiary  companies and these financial  statements  include
the financial  results of the  subsidiaries for the period ended August 31, 2001
and August 31, 2000.

The assets  acquired were recorded as trademarks  and will be amortized  over 10
years on a straight-line basis.

On February 27, 1998, the Company  acquired all issued shares of Builders Realty
(Calgary) Ltd., a Canadian real estate broker, for $316,080 in cash and stock.

The goodwill will be amortized over 40 years on a straight-line line basis.

On  September  15,  1998,  the  Company  purchased  all the issued  shares of an
inactive  holding  company,  Aspen Benson and May  Investment  Bankers LLC., for
Common stock in the amount of $77,500 to be issued in January  2000. At the time
of purchase,  Aspen Benson and May Investment Bankers LLC. had negligible assets
and revenue.

On January 20, 1999,  Builders Realty  (Calgary) Ltd.  purchased the real estate
brokerage  business  including  licensing  agreements and trademarks of HomeLife
Higher  Standards  operating in Calgary,  Alberta,  Canada,  for $42,061 cash in
fourteen monthly installments of $2,714 and a final payment of $4,065.

During the period ended May 31, 1998, the company acquired, by cash of $5,000 in
total,  all issued shares of several  newly  incorporated  companies.  These new
companies  include:   MaxAmerica   Financial  Services,   Inc.,  which  will  be
originating real estate loans; HomeLife California Realty, Inc., which will be a
full service real estate operation;  HomeLife Properties,  Inc., which will be a
real estate  holding  company;  Red Carpet Broker  Network,  Inc.,  and National
Sellers Network, Inc., which will be licensing real estate brokerages.

                                       5
<PAGE>

On July 8, 2001,  the company  entered  into an agreement to sell the assets and
business  operated by Homelife  Builders  Realty  (Calgary) Ltd., a wholly-owned
subsidiary,  for $64,500. This transaction was effective on August 31, 2001. The
gain on this disposition is included in the financial statements.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Principal Activities

HomeLife,  Inc. together with its subsidiaries is a leading provider of services
to the real estate and  mortgage  loan  industries.  The Company  engages in the
following activities:

The Company  franchises full service real estate brokerage  offices and provides
operational  and  administrative  services to its  franchisees  under the names,
HomeLife Realty Services,  National Real Estate Service,  Red Carpet Real Estate
Services, Red Carpet Keim, Network Real Estate and International Estates.

The Company is a mortgage  financing  services  provider through its subsidiary,
MaxAmerica Financial Services, Inc.

The Company  owns and  operates a full  service  retail  real  estate  brokerage
through its subsidiary, Builders Realty (Calgary) Ltd.

The  Company is a provider of home  warranty  coverage  through its  subsidiary,
MaxAmerica Home Warranty Company.

(b)  Significant Group Concentrations of Credit Risk

The Company's  accounts  receivable  and notes  receivable  are  primarily  from
franchisees in the real estate brokerage industry.

(c)  Cash and Cash Equivalents

Cash and cash  equivalents  include  cash on hand,  amounts due to banks and any
other highly  liquid  investments  purchased  with a maturity of three months or
less. The carrying amount  approximates fair value because of the short maturity
of those instruments.

(d)  Marketable Securities

Marketable  securities represent trading securities which have been reflected at
their fair market value at the year-end.

(e)  Advertising Costs

Advertising costs represent prepaid preprinted  advertising materials which have
been amortized over three years. For the period ended August 31, 2001, there are
no unamortized advertising costs.

(f)  Other Financial Instruments

The carrying amount of the Company's other  financial  instruments  approximates
fair value  because of the short  maturity of these  instruments  or the current
nature of interest rates borne by these instruments.

(g)  Long-term Financial Instruments

The fair  value of each of the  Company's  long-term  financial  assets and debt
instruments  is based on the amount of future  cash flows  associated  with each
instrument  discounted using an estimate of what the Company's current borrowing
rate for similar instruments of comparable maturity would be.

                                       6
<PAGE>

(h)  Amortization of Property and Equipment

Amortization  of property  and  equipment  is provided  using the  straight-line
method as follows:

Furniture and fixtures 7 years
Computer equipment and software 7 years
Leasehold improvements 7 years
Automobile 4 years

(i)  Goodwill

Goodwill is the excess of cost over the value of tangible assets acquired. It is
amortized on the straight-line basis over 40 years.

(j)  Amortization of Other Assets

Amortization  of other assets is on a  straight-line  basis over their estimated
useful lives as follows: Trademarks and franchise rights 10 years

(k)  Impairment

The Company's  policy is to record an  impairment  loss against the balance of a
long-lived asset in the period when it is determined that the carrying amount of
the asset may not be recoverable.  This  determination is based on an evaluation
of such factors as the occurrence of a significant  event, a significant  change
in the  environment  in which the  business  assets  operate or if the  expected
future  non-discounted cash flows of the business was determined to be less than
the carrying value of the assets.  If impairment is deemed to exist,  the assets
will be  written  down to fair  value.  Management  also  evaluates  events  and
circumstances  to  determine  whether  revised  estimates  of  useful  lives are
warranted. As of August 31, 2001, management expects its long-lived assets to be
fully recoverable.

(l)  Revenue Recognition

Income from the sale of franchises is recognized  over a 5-year  period.  Master
franchise  agreement fees are recognized over 10 years.  Royalty income stemming
from the gross  commissions on the sales of real estate by the franchise offices
is  recognized  at the  date  of  receipt;  this  is due  to the  complexity  of
attempting  to forecast  the actual  closing  date of the  properties.  Warranty
income is recognized  over the term of the contract  which is usually 12 months;
anticipated obligations under these warranties have been recorded as reserve for
warranty  and are based on past  experience.  Real  estate  brokerage  income is
recognized at the close of escrow.  Loan fees are  recognized as income when the
loan  is  closed  and  funded  at the  close  of  escrow.  Revenue  received  or
receivable, from the sale of franchises, master franchises and warranties, which
are not  recognized  as income,  are  recorded on the balance  sheet as deferred
revenue.

(m)  Income taxes

The  Company  accounts  for  income tax under the  provisions  of  Statement  of
Financial  Accounting  Standards No. 109, which requires recognition of deferred
tax assets and liabilities  for the expected  future tax  consequences of events
that have been  included in the financial  statements  or tax returns.  Deferred
income  taxes are  provided  using the  liability  method.  Under the  liability
method,  deferred  income taxes are  recognized  for all  significant  temporary
differences  between  the  tax and  financial  statement  bases  of  assets  and
liabilities.  In  addition,  the Company is required to record all  deferred tax
assets,  including future tax benefits of capital losses carried forward, and to
record a  "valuation  allowance"  for any  deferred  tax assets where it is more
likely than not that the asset will not be realized.

(n)  Stock-Based Compensation

In December 1995,  SFAS No. 123,  Accounting for Stock-Based  compensation,  was
issued.  It introduced  the use of a fair  value-based  method of accounting for
stock-based  compensation.  It  encourages,  but does not require,  companies to
recognize  compensation expense for stock-based  compensation to employees based
on the new fair value accounting  rules.  Companies that choose not to adopt the
new rules will  continue to apply the  existing  accounting  rules  contained in
Accounting  Principles  Board  Opinion No. 25,  Accounting  for Stock  Issued to
Employees. However, SFAS No. 123 requires companies that choose not to adopt the
new fair value  accounting  rules to disclose  pro forma net income and earnings
per  share  under  the new  method.  SFAS No.  123 is  effective  for  financial
statements for fiscal years beginning

                                       7
<PAGE>

after December 15, 1995.  The Company has adopted the  disclosure  provisions of
SFAS No. 123 for both employee  stock based  compensation.  The Company's  stock
option plan prior to 1997 which vested  immediately  and therefore there were no
expense amounts to be reflected in the current financial statements. The Company
has used the fair value approach for stock option plan granted to  non-employees
according to EITF 96-18.

(o)  Foreign Currency Translation

Builders Realty (Calgary) Ltd., a wholly-owned  subsidiary,  maintains its books
and records in  Canadiandollars.Balance  sheet  accounts  are  translated  using
closing  exchange  rates in effect at the  balance  sheet  date and  income  and
expenses  accounts are  translated  using an average  exchange  rate  prevailing
during each reporting period. No representation is made that the Canadian dollar
amounts could have been, or could be,  converted  into United States  dollars at
the rates on the  respective  dates or at any other certain  rates.  Adjustments
resulting from the translation are included in accumulated  other  comprehensive
income in stockholders' equity.

(p)  Net Income (Loss) and Fully Diluted Net Income (Loss) Per Weighted  Average
     Common Stock

Net income (loss) per Common stock is computed by dividing net income (loss) for
the year by the weighted average number of Common stock  outstanding  during the
year.

Fully  diluted net income  (loss) per Common  stock is computed by dividing  net
income  (loss)  for the year by the  weighted  average  number of  Common  stock
outstanding  during  the  year,  assuming,  except  where  the  result  would be
anti-dilutive,  that  all  convertible  Preferred  shares  were  converted,  the
contingent  Common stock were issued,  the warrant was  exercised  and the stock
options granted were  exercised.  The shares to be issued have not been included
in the calculation as the number of shares to be issued is not determinable.

(q)  Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principals  in the United States of America  requires  management to
make estimates and assumptions  that affect certain  reported  amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

NOTE 3.   CASH HELD IN TRUST AND TRUST LIABILITY

Cash held in trust are  deposits  received  in  connection  with the  opening of
escrow accounts for the sale of real estate.  The deposits are recorded as trust
liabilities  and are  refunded  when the real  estate  is sold or the  escrow is
closed according to the terms of the escrow agreement.

NOTE 4.   BANK INDEBTEDNESS

At August 31, 2001, the company had three  available  lines of credit under bank
loan  agreements.  Two of the  lines  amounted  to  $80,000  combined  and  were
unsecured  operating credit lines bearing interest at the rate of 16% per annum.
These lines were held by the corporate  office in California.  The third line of
credit  amounted  to  $32,500  (Canadian  $50,000)  and was held by the  Calgary
office.  This  operating  credit  facility  bears  interest at the bank's  prime
lending rate plus 2% per annum with interest payable  monthly.  All three credit
facilities are guaranteed by a major shareholder of the company.

                                       8
<PAGE>

NOTE 5.   CAPITAL STOCK

(a)  Authorized

100,000 Class A Preferred  shares of no par value,  6% non cumulative  dividend,
voting, convertible to Common shares at the option of the shareholder at a price
equal to the face  value of the Class A shares.  Each  Class A  Preferred  share
carries 1,000 votes as compared with 1 vote for each Common share

2,000  Class AA  Preferred  shares of $500 par value,  8%  cumulative  dividend,
non-voting, redeemable at face value by the Company. Convertible after 12 months
from the date of issuance, at the option of the shareholder, to Common shares at
a price equal to 125% of the face value of the Class AA shares as compared  with
the market price of the Common stock.

100,000,000  Common shares of $0.001 par value

(b)  Issued

        10,000    Class A Preferred shares
            50    Class AA Preferred shares
     5,488,586    Common shares

On June 30, 2001, an officer and director of the Company  received 30,000 common
shares at the fair market value in exchange for services rendered.

(c)  Warrant

On January 16, 1997, the Company granted a warrant to S & S Acquisition Corp. as
part of the  consideration  for  the  acquisition  of its  assets.  The  warrant
entitles S & S Acquisition  Corp.  to acquire,  from January 31, 1998 to January
31, 2002, up to 200,000 Common shares of the Company at $6 per share. The number
of Common shares and the price per share are adjusted  proportionately  with the
increase in the number of Common  shares  issued by the  Company.  As the market
value of the Common  share of the  Company was  significantly  lower than $6 per
share, no value was assigned to the warrant.

(d)  Stock options

On  September  18, 1998,  the Board of Directors of the Company  adopted a stock
option plan (the  "plan") for its  directors,  employees,  and  consultants.  An
authorized number of shares of Common stock of the Company, which may be granted
under the plan,  is one  million  shares.  The terms of the  options  were to be
determined  by the  president  of the  company,  subject to the  approval by the
shareholders.

(e)  Stock option plan

On  September  18, 1998 the board of  directors  of the company  adopted a stock
option plan (the  "plan") for its  directors,  employees,  and  consultants.  An
authorized  number of shares of common stock of the company which may be granted
under  the plan is one  million  shares.  The  terms of the  options  were to be
determined  by the  president  of the  company,  subject to the  approval by the
shareholders.

As of August 31,  2001,  options to various  employees of the company to acquire
130,000  Common  stock had been  granted  under the stock  option  plan with the
following terms:

100,000   Common shares at $3 per share,  granted in February,  1998, vested and
          exercisable for 5 years
 30,000   Common shares at $5 per share, granted in September,  1998, vested and
          exercisable for 5 years

                                       9
<PAGE>

(f)  Earnings per share

The fully  diluted  earnings  per share does not include the  issuance of shares
which would be anti-dilutive arising from the following:

     i.   Conversion of 10,000 Class A Preferred shares to Common shares
     ii.  Conversion of 50 Class AA Preferred shares to Common shares
     iii. Exercise of warrant which entitles  holder to acquire  200,000  Common
          shares at $6 per share
     iv.  Exercise of stock options to acquire 130,000 issuance of Common shares
     v.   Common stock which may be required

NOTE 6.   PROMISSORY NOTE RECEIVABLE

On October 8, 1999, a promissory  note  receivable in the amount of $250,000 was
exchanged for 100,000 shares of Pioneer Growth Corp.  ("Pioneer").  The value of
these Pioneer shares have been  guaranteed by the issuer of the promissory  note
for $250,000 (the  "guaranty").  Should the value of the Pioneer  shares be less
than  $250,000  on the due date of the  promissory  note,  October 8, 2000,  the
issuer of the note has the option to make up the  difference in cash, or make up
the  difference  with  HomeLife  Inc.'s  common stock by providing  one share of
HomeLife, Inc's common stock for each dollar that is deficient.

On November 1, 2000,  the company  agreed to accept full  ownership  rights to a
company, Consolidated International Telecom, Inc. ("Consolidated"),  in exchange
for the 100,000 shares of Pioneer, the guaranty and to extend the repayment date
of the  promissory  note from October 8, 2000 to December  31, 2001.  Should the
value of the shares of  Consolidated  be less than  $250,000 as at December  31,
2001,  the  promissory  note would then be  immediately  due and payable and the
issuer of the note would be subject  to the  guaranty  as  detailed  above.  The
amount is included in  subscriptions  receivable and the shares of  Consolidated
and Pioneer are not  reflected,  as resolution of these items will only occur on
December 31, 2001.

NOTE 7.   SEGMENTED INFORMATION

Segmented  information  has  been  provided  for the  company  on the  basis  of
different  geographic  areas and different  services.  The revenue for Canada is
substantially all derived from real estate brokerage.

a)   Revenue by Geographic Area
                                                           2001            2000
                                                   $               $
     United States of America                           347,935         332,104
     Canada                                             411,776         565,457
                                                   ----------------------------
                                                        759,711         897,561
                                                   ============================

b)   Net Income (Loss) by Geographic Area

     United States of America                            42,710         (21,888)
     Canada                                             (15,985)         (2,810)
                                                   ----------------------------
                                                         26,725         (24,698)
                                                   ============================

                                       10
<PAGE>

c)   Identifiable Assets by Geographic Area
                                                           2001            2000
                                                   $               $
     United States of America                         1,446,326       1,956,399
     Canada                                             176,083         282,529
                                                   ----------------------------
                                                      1,622,409       2,238,928
                                                   ============================

d)   Amortization by Geographic Area

     United States of America                            36,743           6,471
     Canada                                                   -           2,172
                                                   ----------------------------
                                                         36,743           8,643
                                                   ============================

d)   Revenue by industry
     Real Estate Franchise                              195,177         168,574
     Real Estate Brokerage                              411,776         565,457
     Mortgage Financing                                  10,607          23,046
     Home Warranty                                       76,282          84,372
     Other                                               65,869          56,112
                                                   ----------------------------
     Total                                              759,711         897,561
                                                   ============================

e)   Net income (loss) by industry

     Real Estate Franchise                               44,101         (27,723)
     Real Estate Brokerage                              (15,985)         (2,810)
     Mortgage Financing                                   2,393             319
     Home Warranty                                       (6,390)          9,754
     Other                                                2,606          (4,238)
                                                   ----------------------------
     Total                                               26,725         (24,698)
                                                   ============================

f)   Identifiable assets by industry

     Real Estate Franchise                            1,237,710       1,724,903
     Real Estate Brokerage                              176,083         282,529
     Mortgage Financing                                  77,115          16,302
     Home Warranty                                      116,437         157,921
     Other                                               15,064          57,273
                                                   ----------------------------
     Total                                            1,622,409       2,238,928
                                                   ============================

                                       11
<PAGE>

                                                           2001            2000
                                                   $               $
g)   Amortization by industry

     Real Estate Franchise                               36,365           6,435
     Real Estate Brokerage                                   --           2,172
     Mortgage Financing                                      --               -
     Home Warranty                                          378              36
                                                   ----------------------------
     Total                                               36,743           8,643
                                                   ============================

NOTE 8.   DISPOSAL OF SUBSIDIARY ASSETS

On August  31,  2001,  the  transaction  was  completed  to sell the  assets and
business  operated by Homelife  Builders  Realty  (Calgary) Ltd., a wholly-owned
subsidiary,  for $64,500. Pursuant to this sale, the company received $38,700 in
cash and has booked a long term  account  receivable  for  $25,800 to be paid in
equal installments October 31, 2002, 2003, 2004 & 2005.


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

Overview

     The Company has experienced  growth  primarily  through its acquisitions of
and combinations with various other companies.  This includes the acquisition in
August 1996 of the Keim Group of Companies and MaxAmerica Home Warranty  Company
(Michigan)  adding  60  real  estate  offices  and a home  warranty  company  in
Michigan.  In 1997,  the company  purchased  certain assets of S & S Acquisition
Corp.  providing  the company with Red Carpet Real Estate  Services and National
Real Estate Services adding 58 real estate offices.  The acquisition of the real
estate computer  technology of House by Mouse and Virtual Assistant provided the
Company with the ability to enhance its Internet  communication  services to its
franchises.  In July  1997,  the  Company  acquired  the  licensing  agreements,
trademarks and franchise  offices of Network Real Estate,  Inc. This acquisition
provided the Company with an  additional 12 offices in Northern  California  and
access to the "high-end" luxury division of "International Estates". In February
1998, the Company acquired  Builders Realty  (Calgary) Ltd.  providing access to
the Alberta,  Canada  market in both retail real estate and mortgage  loans.  On
September 15, 1998, the Company  purchased the stock of the  investment  banking
firm of Aspen, Benson and May, LLC for Common stock.

     From time to time,  the Company has entered into  strategic  alliances with
various  companies in order to explore the cross  marketing of their services to
customers of the Company or its franchises.  To date, these strategic  alliances
have not included any funding agreements or other liabilities on the part of the
Company.  Since the end of its last fiscal year,  HomeLife has formed  strategic
alliances  with Home Value Check,  LLC, and Allstate  Funding.  Home Value Check
provides  Internet  based  appraisals for lenders and consumers of the Company's
services. Allstate Funding

                                       12
<PAGE>

provides  loan  processing  and  underwriting  for  MaxAmerica,  the real estate
mortgage brokerage subsidiary of HomeLife.

     The  following  is  management's  discussion  and  analysis  of  HomeLife's
financial condition and results of operations. Detailed information is contained
in the financial  statements included with this document.  This section contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Company's plans, objectives,  expectations and intentions. The
cautionary  statements made in this document should be read as being  applicable
to all related forward-looking statements wherever they appear in this document.


THREE  MONTHS  ENDED  AUGUST 31, 2001  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED AUGUST 31, 2000 (UNAUDITED).
----------------------------------

         REVENUES. The Company generated gross sales of $759,711 for the quarter
ended August 31, 2001  compared to gross sales of $897,561 for the quarter ended
August 31, 2000. Revenue by business segment is shown below:

                                   August 31, 2001         August 31, 2000
                                    Amount      %            Amount     %
                                    ------      -            ------     -
     Real estate brokerage          411,776     54           565,457    63
     Royalty & franchise fees       195,177     26           168,574    19
     Mortgage financing              10,607      1            23,046     3
     Home warranty sales             76,282     10            84,372     9
     Other                           65,869      6            56,112     6
                                   --------    ---          --------     -
     TOTAL                          759,711    100           897,561   100
                                   ========    ===          ========   ===

Real estate brokerage  commissions decreased from $565,457 for the quarter ended
August 31, 2000 to $411,776 for the quarter ended August 31, 2001.  The decrease
in  brokerage  revenue  results  from a decrease  in the number of brokers and a
decrease in the number of escrows per broker from the prior year.

Royalty fees & franchise fees combined  increased  $26,603 from $168,574 for the
three months ended August 31, 2000 to $195,177 for the three months ended August
31,  2001.  The  increase  relates  to the  revenue  associated  with the master
franchises sold during fiscal year 2001.

Mortgage  financing  fees were  $10,607  for the quarter  ended  August 31, 2001
compared to $23,046 for the same  period in the prior  year.  The  decrease is a
result of timing  the close of loans as well as the strong  competition  in this
area.

Home warranty  sales were  comparable for the two periods at between 9% & 10% of
overall sales.

     DIRECT COSTS.  Direct costs for the current quarter were $470,669  compared
to $597,124 for the same prior year quarter.  This decrease  corresponds  to the
overall decrease in sales for the two quarters.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$141,648  for the three  months  ended August 31, 2000 to $119,637 for the three
months ended August 31, 2001.  This decrease of $22,011 was primarily the result
of two employees who left the company and were not replaced.

     GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  costs  for the
quarter  ended  August 31, 2000 were  $125,112  versus  $117,605 for the quarter
ended August 31, 2001. This decrease of $7,507 is part of  management's  plan to
reduce costs.  Part of the reduction in costs  includes a decrease in the use of
outside consultants.

     OCCUPANCY.  The  decrease of $9,443 in occupancy  costs from first  quarter
fiscal year 2002  compared to first  quarter  fiscal year 2001  results from the
Michigan and California  corporate  offices  moving or reducing  office space to
reduce costs.

     FINANCIAL.  Financial  costs were  slightly  higher for the  quarter  ended
August 31, 2001 due to interest on the line of credit.

                                       13
<PAGE>

     AMORTIZATION.  Amortization  of intangibles was $8,643 for the three months
ended August 31, 2000  compared to $36,743 for the three months ended August 31,
2001.

     MINORITY INTEREST.  The increase in net income due to minority interest was
$1,568 for the quarter ended August 31, 2001 and a reduction of net loss of $188
for the quarter ended August 31, 2000. This results from the Keim Group Ltd. and
MaxAmerica Home Warranty Company,  combined,  recording losses in the applicable
quarters.

LIQUIDITY AND CAPITAL RESOURCES.  The Company has 3,750 shares of Voice Mobility
Inc.  as a  marketable  security,  and lines of credit  with three  banks in the
amounts of CDN$50,000 and $80,000.  The capital  requirements of the Company are
for  operating  expenses  and to  service  and use of its lines of  credit.  The
Company has  recorded a loss on its  marketable  security as the share price has
declined in the public  market from the purchase  share  price.  The Company has
recorded  significant  operating losses in the prior two years. These losses are
primarily due to amortization  and  depreciation  of acquisitions  made in prior
years,  loss on  investments  made in prior  years,  and write down of marketing
materials  purchased  in prior years.  The company does not have any  derivative
instruments or hedging activities therefore,  the company believes that SFAS No.
133 will have no material impact on the company's financial  statements or notes
thereto.

The company has experienced recurring operating losses and has a working capital
deficiency  of $253,594 as of August 31, 2001.  Effective  August  31,2001,  the
company  has  disposed  of  Builders  Realty   (Calgary)  Ltd.,  a  wholly-owned
subsidiary  which had suffered  recurring  losses.  In addition,  management has
initiated  changes in operational  procedures,  reduced expenses and focused its
efforts on its core business.  Management believes that, it has developed a plan
which,  if  successfully  implemented,  can  improve the  operating  results and
financial  condition of the company.  The plan is in the early stages of working
as  exemplified  by the net income for the first  quarter ended August 31, 2001.
Furthermore,  the company  continues its attempt to raise additional  financings
through private and public offerings.

FOREIGN  FRANCHISEES.  Foreign  franchisees  consist  of the  sale  of a  master
franchise agreement to an individual in Germany. Payment for this agreement were
scheduled to be made in 12 quarterly  payments  beginning in October 1999.  Only
partial  payments  have  been  received,  however,  and  the  company  is now in
negotiations with the obligor to restructure this obligation.  Continued default
of this agreement will deprive the Company of the anticipated  payments,  but is
anticipated  to have no adverse  consequences  to the operations of the Company,
since it has no  commitments  of  capital  of  other  resources  to its  foreign
franchisees.  During the current fiscal year, the company sold master  franchise
agreements in Portugal and China.

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The  company is  involved  in a lawsuit  with the  sellers of Builders
          Realty  (Calgary)  Ltd. to reduce the purchase price paid for Builders
          Realty  (Calgary) Ltd. The sellers of Builders  Realty  (Calgary) Ltd.
          have  filed a  counter  lawsuit  for  damages  of  $238,275  (Canadian
          $356,699).  In  management's  opinion,  this  matter  will  not have a
          material affect on the financial position of the company.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          None.

                                       14
<PAGE>

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:

               None.

          (b)  Reports on Form 8-K:

               None.

                                       15
<PAGE>

                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        HOMELIFE, INC.
                                        (Registrant)


Dated October 15, 2001                  /s/ Andrew Cimerman
                                        --------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       16