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 February 29, 2004

[ ]   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 6,108,586 shares outstanding as of February 29, 2004

     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 Balance Sheet at February 29, 2004 (Unaudited)        1.

         Consolidated Statements of Operations for the three months ended   3.
             February 29, 2004 and February 28, 2003 (Unaudited)

         Consolidated Statements of Operations for the nine months ended    4.
             February 29, 2004 and February 28, 2003 (Unaudited)

         Consolidated Statements of Cash Flows for the nine months ended    5.
             February 29, 2004 and February 28, 2003 (Unaudited)

         Notes to Consolidated Financial Statements                         6.

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

Item 3.  Controls and Procedures.                                          10.

PART II - OTHER INFORMATION                                                10.

Item 1.  Legal Proceedings.                                                10.

Item 2.  Changes in Securities and Use of Proceeds.                        11.

Item 3.  Defaults Upon Senior Securities.                                  11.

Item 4.  Submission of Matters to a Vote of Security Holders.              11.

Item 5.  Other Information.                                                11.

Item 6.  Exhibits and Reports on Form 8-K.                                 11.
         (a)  Exhibits
         (b)  Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT FEBRUARY 29, 2004
(UNAUDITED)

ASSETS
Current Assets
          Cash                                            $     88,332
          Marketable securities, at fair value                     900
          Accounts receivable, net                              22,791
          Prepaid expenses and deposits                         35,407
                                                          ------------
                                                               147,430

          Property and Equipment, net                          150,484

          Goodwill                                             225,943

          Other Assets, net                                    159,652

          Purchased Franchise Rights                            20,000
                                                          ------------

                                                          $    703,509
                                                          ============

                                       1
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
AT FEBRUARY 29, 2004
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
          Current Liabilities

          Bank indebtedness                              $     40,731
          Accounts payable                                    230,803
          Reserve for warranty                                 66,158
          Preferred dividends payable                          10,270
          Deferred revenue                                     68,850
                                                         ------------
                                                              416,812

          Deferred Revenue                                     88,740

          Due to Stockholder                                  261,117

          Minority Interest                                    19,509
                                                         ------------
                                                              786,178

          Stockholders' Equity (Deficit)

          Capital Stock                                     1,031,109

          Additional Paid in Capital                        3,487,472

          Accumulated Other Comprehensive Income                4,715

          Accumulated Deficit                              (4,605,965)
                                                         ------------

                                                              (82,669)
                                                         ------------

                                                         $    703,509
                                                         ============

                                       2
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
(UNAUDITED)

                                               2004             2003
                                           ------------     ------------
          REVENUE

          Royalty and franchise fees       $    114,961     $     76,424
          Warranty fees                          21,035           31,719
          Other income                           21,225           51,621
                                           ------------     ------------

                                                157,221          159,764

          DIRECT COSTS                           26,260           45,857
                                           ------------     ------------

                                                130,961          113,907
                                           ------------     ------------
          EXPENSES

          Salaries and fringe benefits           52,678           72,601
          General and administrative             63,690           42,433
          Occupancy                              14,814           14,875
          Financial                               4,920             (327)
          Depreciation                           17,436           15,036
          Amortization                           12,963           12,963
                                           ------------     ------------

                                                166,501          157,581
                                           ------------     ------------

          LOSS BEFORE MINORITY INTEREST         (35,540)         (43,674)

          Minority interest                          --            5,818
                                           ------------     ------------

          NET LOSS                              (35,540)         (37,856)

          Preferred dividends                      (500)              --
                                           ------------     ------------

          NET LOSS APPLICABLE TO COMMON
             SHARES                             (36,040)         (37,856)
                                           ============     ============

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

          WEIGHTED-AVERAGE NUMBER OF
             COMMON SHARES                    6,108,586        6,108,586

                                       3
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
(UNAUDITED)

                                               2004             2003
                                           ------------     ------------
          REVENUE

          Royalty and franchise fees       $    354,242     $    341,174
          Warranty fees                          82,284          133,502
          Other income                           56,496          129,007
                                           ------------     ------------

                                                493,022          603,683

          DIRECT COSTS                           81,889          148,210
                                           ------------     ------------

                                                411,133          455,473
                                           ------------     ------------
          EXPENSES

          Salaries and fringe benefits          173,919          224,153
          General and administrative            215,115          194,482
          Occupancy                              44,017           45,775
          Financial                               7,753            2,720
          Depreciation                           49,296           46,118
          Impairment loss on purchased
             franchise rights                        --          110,000
          Amortization                           38,889           38,889
                                           ------------     ------------

                                                528,989          662,137
                                           ------------     ------------

          LOSS BEFORE MINORITY INTEREST        (117,856)        (206,664)

          Minority interest                          --            7,878
                                           ------------     ------------


          NET LOSS                             (117,856)        (198,786)

          Preferred dividends                    (1,500)              --
                                           ------------     ------------

          NET LOSS APPLICABLE TO COMMON
             SHARES                            (119,356)        (198,786)
                                           ============     ============


          BASIC AND FULLY DILUTED LOSS
             PER COMMON SHARE              $      (0.02)    $      (0.03)
                                           ============     ============

          WEIGHTED-AVERAGE NUMBER OF
             COMMON SHARES                    6,108,586        6,108,586

                                       4
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
(UNAUDITED)

<TABLE>
<CAPTION>
                                                            2004             2003
                                                        ------------     ------------

     CASH FLOWS FROM OPERATING ACTIVITIES
     <S>                                                <C>              <C>
     Net loss                                           $   (117,856)    $   (198,786)
     Adjustments to reconcile net loss to net cash
       from operating activities
     Depreciation                                             49,299           46,118
     Amortization                                             38,889           38,889
     Change in value of minority interest                         --           (7,878)
     Impairment loss on purchased franchise rights                --           20,000
     Impairment loss on goodwill of subsidiary                    --           90,000
     Changes in assets and liabilities
     Accounts receivable                                       3,078            3,023
     Prepaid expenses and deposits                              (875)             125
     Accounts payable                                        (17,175)          15,291
     Reserve for warranty                                     (8,842)           4,184
     Due to stockholder                                       38,085               --
     Deferred revenue                                        (16,935)         (20,985)
                                                        ------------     ------------

                                                             (32,332)         (10,019)
                                                        ------------     ------------

     CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of fixed assets                                     --           (1,876)
                                                        ------------     ------------

     CASH FLOWS FROM FINANCING ACTIVITIES
     Advances from (repayments on) bank
        indebtedness, net                                     (3,130)          (7,674)
                                                        ------------     ------------

     NET CHANGE IN CASH                                      (35,462)         (19,569)
     Cash, beginning of period                               123,794          113,475
                                                        ------------     ------------

     CASH, END OF PERIOD                                $     88,332     $     93,906
                                                        ============     ============


SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION
     Interest paid                                      $      7,053     $      2,051
                                                        ============     ============

     Income taxes paid                                  $         --     $         --
                                                        ============     ============
</TABLE>

                                       5
<PAGE>

                         HOMELIFE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. MANAGEMENT'S PLAN AND FUTURE OPERATIONS

     At February 29, 2004, adverse principal conditions and events are prevalent
     that require necessary action by management to enable the company to return
     to profitability and to reverse these adverse conditions and events. These
     conditions and events include recurring operating losses, working capital
     deficiencies, negative cash flow from operations and adverse key financial
     ratios. Management's plans to mitigate these adverse conditions and events
     include:

     1. Management is currently reviewing all options in respect to finding a
     possible solution for future growth and profitability of the company. The
     board and management is in discussions with professional advisors as to the
     direction and options the company can take in the future.

     2.   The company is currently focusing on:
          -    the core business of franchising,
          -    the home warranty business,
          -    attempting to raise additional funding through private and public
               offering,
          -    investigating and pursuing potential mergers/acquisitions.

     3. The company is considering issuing stock to major shareholders in return
     for working capital and to retire existing debt. (see Subsequent Event
     Footnote 4)

     The accompanying financial statements do not include any adjustments to the
     recoverability and classification of recorded asset amounts and
     classification of liabilities that might be necessary in the event that the
     Company is unable to continue as a going concern.

NOTE 2. BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

     The condensed consolidated financial statements of HomeLife, Inc. and
     Subsidiaries (the "Company") included herein have been prepared by the
     Company, without audit, pursuant to the rules and regulations of the
     Securities and Exchange Commission (the "SEC"). Certain information and
     footnote disclosures normally included in financial statements prepared in
     conjunction with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations, although the
     Company believes that the disclosures are adequate to make the information
     presented not misleading. These condensed financial statements should be
     read in conjunction with the annual audited financial statements and the
     notes thereto included in the Company's Form 10-KSB Annual Report , and
     other reports filed with the SEC.

     The accompanying unaudited interim financial statements reflect all
     adjustments of a normal and recurring nature which are, in the opinion of
     management, necessary to present fairly the financial position, results of
     operations and cash flows of the Company for the interim periods presented.
     The results of operations for these periods are not necessarily comparable
     to, or indicative of, results of any other interim period of or for the
     fiscal year taken as a whole. Certain financial information that is not
     required for interim financial reporting purposes has been omitted.

     RECLASSIFICATIONS

     Certain amounts in the prior year financial statements have been
     reclassified to conform with the current year presentation.

                                       6
<PAGE>

NOTE 3. STOCK OPTION GRANTS

     The Company has a stock option plan under which employees, non-employee
     directors, consultants and investors may be granted options to purchase
     shares of the Company's common stock. Options have varying vesting and
     expiration dates.

     The Company applies Accounting Principles Board Opinion No. 25, "Accounting
     for Stock Issued to Employees", and related interpretations in accounting
     for its employee stock options. Accordingly, no compensation expense has
     been recognized for its employee stock options. During the year ended May
     31, 2003, the Company adopted the disclosure provisions of SFAS No. 148,
     "Accounting for Stock-Based Compensation - Transition and Disclosure".

     The following table illustrates the effect on net earnings and earnings per
     share had the Company adopted the fair value based method of accounting for
     stock-based employee compensation for all periods presented:

<TABLE>
<CAPTION>
     Nine months ended February 29,        2004             2004             2003             2003
                                       ------------     ------------     ------------     ------------
                                        As Reported        Pro-Forma      As Reported        Pro-Forma
                                       ------------     ------------     ------------     ------------
<S>                                    <C>              <C>              <C>              <C>
     Net loss for common shares        $   (119,356)    $   (119,356)    $   (198,786)    $   (198,786)
     Basic and fully diluted loss
          per Common share             $      (0.01)    $      (0.01)    $      (0.03)    $      (0.03)
</TABLE>

NOTE 4. SUBSEQUENT EVENT

     On March 24, 2004, the Board of Directors approved a resolution to issue
6,263,300 shares of its common stock to a major shareholder for extinguishment
of $250,532 debt. The conversion of the shares were made at a six month average
stock price of $0.04 per share. The shares were issued on March 30, 2004.

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.
Certain assets of Builders Realty (Calgary) were sold during fiscal year 2002.
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.

                                       7
<PAGE>

     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 FEBRUARY 29, 2004 (UNAUDITED) COMPARED TO THE THREE MONTHS
-----------------------------------------------------------------------------
ENDED FEBRUARY 28, 2003 (UNAUDITED).
------------------------------------

     REVENUES. The Company generated gross sales of $157,221 for the quarter
ended February 29, 2004 compared to gross sales of $159,764 for the quarter
ended February 28, 2003. Revenue by business segment is shown below:

                                   February 29, 2004        February 28, 2003
                                    Amount         %          Amount        %
                                    ------         -          ------        -
     Royalty & franchise fees     $   114,961     73        $   76,424     48
     Home warranty sales               21,035     13            31,719     20
     Other                             21,225     14            51,621     32
                                  -----------    ---        ----------     --
     TOTAL                        $   157,221    100        $  159,764    100
                                  ===========    ===        ==========    ===

Overall revenues were comparable for the two periods.

Royalty fees & franchise fees combined increased from the prior fiscal year due
to more transactions in the current fiscal year. The real estate market in
Michigan is still stagnant but the market in California is still gaining steam.

Home warranty sales were lower in the current year second quarter compared to
the same period in the prior year due to a general downturn in the Michigan real
estate market. The Company has sold fewer policies in the third quarter of 2004
compared to third quarter of 2003.

     DIRECT COSTS. Direct costs have decreased from the prior year, due to the
overall lower costs associated with the warranty revenue. Commissions paid for
real estate sales are also lower in conjunction with fewer sales. Gross margin
is higher in the current year, primarily due to lower costs associated with the
warranty revenue.

     SALARIES AND FRINGE BENEFITS. Salaries and fringe benefits decreased from
$72,601 for the three months ended February 28, 2003 to $52,678 for the three
months ended February 29, 2004. This decrease of $19,923 was the result of two
employees who left the company and have not been replaced.

     GENERAL AND ADMINISTRATIVE. General and administrative costs increased from
$42,433 for the quarter ended February 28, 2003 to $63,690 for the quarter ended
February 29, 2004. The increase was primarily due to higher legal fees incurred
in the current year.

     OCCUPANCY. Occupancy costs were comparable for the two periods.

     FINANCIAL. Financial costs increased over the prior year third quarter due
to the recording of interest on the note due to shareholder..

     DEPRECIATION. Depreciation of fixed assets was comparable for both periods.

     IMPAIRMENT LOSS. There was no impairment loss recognized during the third
quarter of the current fiscal year.

     AMORTIZATION. Amortization of intangibles was comparable for both periods.

                                       8
<PAGE>

NINE MONTHS ENDED FEBRUARY 29, 2004 (UNAUDITED) COMPARED TO THE NINE MONTHS
----------------------------------------------------------------------------
ENDED FEBRUARY 28, 2003 (UNAUDITED).
------------------------------------

     REVENUES. The Company generated gross sales of $493,022 for the nine months
ended February 29, 2004 compared to gross sales of $603,683 for the nine months
ended February 28, 2003. Revenue by business segment is shown below:

                                   February 29, 2004      February 28, 2003
                                     Amount        %        Amount        %
                                     ------        -        ------        -
     Royalty & franchise fees      $ 354,242      72      $ 341,174      57
     Home warranty sales              82,284      17        133,502      22
     Other                            56,496      11        129,007      21
                                   ---------     ---      ---------      --
     TOTAL                         $ 493,022     100      $ 603,683     100
                                   =========     ===      =========     ===

Overall sales in the current year were lower compared to the prior year.

Royalty fees & franchise fees combined increased slightly over the prior fiscal
year due to more transactions in the current fiscal year. The majority of the
increase in transactions came in the third quarter. The real estate market in
California is doing well but the market in Michigan is still slow.

Home warranty sales were lower in the current year compared to the same period
in the prior year due to a general downturn in the Michigan real estate market.
The Company has sold fewer policies in the first nine months of 2004 compared to
the first nine months of 2003.

     DIRECT COSTS. Direct costs have decreased from the prior year, due to the
overall decrease in revenues and lower costs associated with the warranty
revenue. Gross margin is higher in the current year, primarily due to lower
costs associated with the warranty revenue.

     SALARIES AND FRINGE BENEFITS. Salaries and fringe benefits decreased from
$224,153 for the nine months ended February 28, 2003 to $173,919 for the nine
months ended February 29, 2004. This decrease of $50,234 was the result of two
employees who left the company and have not been replaced.

     GENERAL AND ADMINISTRATIVE. General and administrative costs were higher in
the current fiscal year due to increased legal fees and business promotion over
the prior year.

     OCCUPANCY. Occupancy costs were comparable for the two periods.

     FINANCIAL. Financial costs increased over the prior year third quarter due
to the recording of interest on the amount due to shareholder.

     DEPRECIATION. Depreciation of fixed assets was comparable for both periods.

     IMPAIRMENT LOSS. There was no impairment loss recognized during the current
fiscal year.

     AMORTIZATION. Amortization of intangibles was comparable for both periods.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES. The Company has lines of credit with two banks
with available credit of $95,000. The capital requirements of the Company are
for operating expenses and to service and use of its lines of credit. In the
prior fiscal year, the Company recorded a loss on its marketable security as the
share price had 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, write down of
goodwill, and impairment of franchise rights purchased. 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 $269,382 as of February 29, 2004. Management has initiated changes
in operational procedures, reduced staff and expenses and focused its efforts on
its core business. Management believes that, despite the losses incurred and the
deterioration in stockholders' equity, it has developed a plan, which, if
successfully implemented, can improve the operating results and financial
condition of the company. 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. Payments 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 fiscal year 2001, the company sold master franchise
agreements in Portugal and China. During the prior fiscal year, the company
received payments on the master franchise agreements in Portugal and China. No
payments were received in the prior fiscal year or the first three quarters of
the current fiscal year.

ITEM 3. CONTROLS AND PROCEDURES

Based on the evaluation of the Company's disclosure controls and procedures by
Andrew Cimerman, the Company's Chief Executive Officer and Marie M. May, the
Company's Chief Financial Officer, as of a date within 45 days of the filing
date of this quarterly report, such officers have concluded that the Company's
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities and Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported, within the time period specified by the
Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

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 breach of contract. Settlement discussions between the parties are in
progress and a final settlement agreed to by both parties is expected during the
current fiscal year.

In addition to the above lawsuits, the sellers of Builders Realty (Calgary)
Ltd., through another business entity, have filed a lawsuit against Builders
Realty (Calgary) Ltd. for unpaid rents and commissions and damages incurred at
rental offices. Management is defending its position, with any further action
with this case being dependent on the outcome of the above mentioned lawsuits.

                                       10
<PAGE>

On July 31, 2003, several realtors formally employed by Builders Realty
(Calgary) Ltd. filed a lawsuit against the company seeking payment of unpaid
commissions. These commissions the Company is holding in a trust fund as
required by a court order. The company's defense position in regards to this
case will be dependent on the outcome of the above mentioned lawsuits.

The company is involved in a lawsuit with a franchisee of Red Carpet Keim, a
wholly-owned subsidiary of the company. A claim in the amount of $124,800 was
filed on September 13, 2002 as a result of the deterioration in value of the
individual's stock value of HomeLife, Inc. Additionally, the company has filed a
counter claim against the franchisee for non-payment of royalty fees and
franchise fees. During the year ended May 31, 2003, a court settlement offer was
declined by the respective parties. Subsequently, the parties have taken the
above mentioned matter to binding arbitration and expect to settle the matter
during the current fiscal year or beginning of next fiscal year.

Should any expenditures be incurred by the company for the resolution of any of
the above mentioned lawsuits, they will be charged to the operations of the year
in which such expenditures are incurred.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None.

ITEM 5.  OTHER INFORMATION.

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a) Exhibits:

             31   Certification Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002.

             32   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K:

                  None.

                                       11
<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:  April 13, 2004
         --------------------------------------------          --------------
         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:  April 13, 2004
         --------------------------------------------          --------------
         Chief Executive Officer, President, Director

                                       12