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

                         AMENDMENT NO. 1 TO 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, 2000

[ ]  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.)

     4100 Newport Place, Suite 730, Newport Beach, CA        92660
     ------------------------------------------------        ----------
     (Address of Principal Executive Offices)                (Zip Code)

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

     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 5,100,070  shares  outstanding for the period ended February
29, 2000.

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 Sheets as of February 29, 2000
               (unaudited) and May 31, 1999 (revised audited)               1.

          Comparative Unaudited Consolidated Statements of
               Operations for the three months ended February 29,
               2000 and February 28, 1999                                   3.

          Comparative Unaudited Consolidated Statements of
               Operations for the nine months ended February 29,
               2000 and February 28, 1999                                   4.

          Comparative Unaudited Consolidated Statements of Cash
               Flows for the three months ended February 29, 2000
               and February 28, 1999                                        5.

          Comparative Unaudited Consolidated Statements of Cash
               Flows for the 9 months ended February 29, 2000 and
               February 28, 1999                                            6.

          Notes to Unaudited Consolidated Financial Statements              7.

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operation.                              14.

PART II - OTHER INFORMATION                                                18.

Item 1. Legal Proceedings.                                                 18.

Item 2. Changes in Securities and Use of Proceeds.                         18.

Item 3. Defaults Upon Senior Securities.                                   18.

Item 4. Submission of Matters to a Vote of Security Holders.               18.

Item 5. Other Information.                                                 18.

Item 6. Exhibits and Reports of Form 8-K.                                  18.
        (a)    Exhibits
        (b)    Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEETS
AS OF FEBRUARY 29, 2000 AND MAY 31, 1999
                                                (unaudited)  (revised audited)
                                                  February           May
                                                    2000            1999
                                                    ----            ----
ASSETS
Current Assets
        Cash                                      $193,103        $327,637
        Marketable securities, at fair value       115,413         194,875
        Accounts receivable                        204,644         168,033
        Notes receivable                           219,303         215,803
        Prepaid expenses and deposits               76,395          78,159
                                              ----------------------------
                                                   808,858         984,507

        Property and Equipment                     434,320         480,993

        Goodwill                                   644,350         661,273

        Other Assets                               577,066         666,203

        Cash Held in Trust                         250,124         342,317
                                              ----------------------------

                                                $2,714,718      $3,135,293
                                              ============================

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF FEBRUARY 29, 2000 AND MAY 31, 1999
                                                (unaudited)  (revised audited)
                                                  February           May
                                                    2000            1999
                                                    ----            ----
LIABILITIES AND SHAREHOLDER'S EQUITY
        Current Liabilities

        Bank indebtedness                          $29,890         $16,960
        Accounts payable                           356,993         459,662
        Advances from stockholder                  143,472         143,472
        Note payable                                     0          10,000
        Reserve for warranty                        51,100          51,500
        Dividends payable                            2,470           4,170
        Deferred revenue                           197,080         197,080
                                              ----------------------------
                                                   781,005         882,844

        Deferred Revenue                           206,149         206,149

        Trust Liability                            250,124         342,317

        Minority Interest                           42,982          43,378
                                              ----------------------------
                                                 1,280,260       1,474,688

        Stockholders' Equity

        Capital Stock                            1,043,288       1,043,288

        Additional Paid in Capital               2,846,093       2,846,093

        Accumulated Other Comprehensive Loss        (1,093)         (1,093)

        Accumulated Deficit                     (2,453,830)     (2,227,683)
                                              ----------------------------

                                                 1,434,458       1,660,605
                                              ----------------------------

                                                $2,714,718      $3,135,293
                                              ============================

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
(UNAUDITED)
                                               For the three   For the three
                                                months ended    months ended
                                                February 29,    February 28,
                                                    2000            1999
REVENUE

Royalty and franchise fees                        $206,432        $145,856
Warranty fees                                       44,655          79,398
Mortgage financing fees                             25,697              --
Real estate brokerage                              400,864         380,542
Other income                                        50,056         122,544
                                               ---------------------------
                                                   727,713         728,340

COST OF SALES                                      426,621         396,650
                                               ---------------------------
                                                   301,092         331,690
                                               ---------------------------
EXPENSES

Salaries and fringe benefits                       181,069         162,257
General and administrative                         115,877         242,586
Occupancy                                           43,232          41,931
Financial                                          (72,808)         26,159
Amortization                                        76,453          51,304
                                               ---------------------------
                                                   343,823         524,237
                                               ---------------------------

LOSS BEFORE MINORITY INTEREST                      (42,731)       (192,547)

Minority interest                                    3,216          (1,930)
                                               ---------------------------

LOSS BEFORE INCOME TAX RECOVERY                    (39,515)       (194,477)

Income tax recovery                                     --              --
                                               ---------------------------

NET LOSS                                           (39,515)       (194,477)

Preferred dividends                                   (140)           (780)
                                               ---------------------------
NET LOSS APPLICABLE TO COMMON
   SHARES                                          (39,655)       (195,257)
                                               ===========================
BASIC AND FULLY DILUTED LOSS
 PER COMMON SHARE                                   $(0.01)         $(0.05)
                                               ===========================
WEIGHTED-AVERAGE NUMBER OF
 COMMON SHARES                                   4,956,848       4,177,545

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
(UNAUDITED)
                                               For the nine    For the nine
                                               months ended    months ended
                                               February 29,    February 28,
                                                   2000            1999
REVENUE

Royalty and franchise fees                      $  649,997      $  606,919
Warranty fees                                      201,384         217,336
Mortgage financing fees                             64,331              --
Real estate brokerage                            1,503,834       2,216,375
Other income                                       226,807         264,542
                                                --------------------------
                                                 2,646,353       3,305,172

COST OF SALES                                    1,613,165       2,256,298
                                                --------------------------

                                                 1,033,188       1,048,874
                                                --------------------------
EXPENSES

Salaries and fringe benefits                       471,910         411,989
General and administrative                         413,944         727,758
Occupancy                                          128,273         117,703
Financial                                           78,097          77,942
Amortization                                       165,015         153,911
                                                --------------------------
                                                 1,257,239       1,489,303
                                                --------------------------

LOSS BEFORE MINORITY INTEREST                     (224,051)       (440,429)

Minority interest                                     (396)         (6,882)
                                                --------------------------

LOSS BEFORE INCOME TAX RECOVERY                   (224,447)       (447,311)

Income tax recovery                                     --              --
                                                --------------------------

NET LOSS                                          (224,447)       (447,311)

Preferred dividends                                 (1,700)         (2,340)
                                                --------------------------
NET LOSS APPLICABLE TO COMMON
   SHARES                                         (226,147)       (449,651)
                                                ==========================

BASIC AND FULLY DILUTED LOSS
 PER COMMON SHARE                               $    (0.05)     $    (0.11)
                                                ==========================

WEIGHTED-AVERAGE NUMBER OF
 COMMON SHARES                                   4,956,848       4,177,545

                                       4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

                                                    For the three  For the three
                                                    months ended   months ended
                                                    February 29,   February 28,
                                                        2000           1999
                                                          $              $
CASH FLOWS FROM OPERATION ACTIVITIES
Net loss                                               (39,655)      (195,257)
Adjustments to reconcile net loss to net cash used
   in operation activities
Depreciation and amortization                           63,379         51,304
Minority interest                                       (3,216)         1,930
Gain on trading securities                             (71,443)      (247,018)
Changes in assets and liabilities
Decrease (increase) in accounts and other receivable   (45,702)       (46,776)
Decrease (increase) in notes receivable                 (3,500)       776,500
Decrease (increase) in prepaid expenses                  1,349        161,210
Increase (decrease) in accounts payable               (259,605)        34,007
Increase (decrease) in reserve for warranty             10,500         65,200
Increase (decrease) in notes payable                   (20,000)             0
Increase in deferred revenue                            62,286       (173,955)
                                                    -------------------------
                                                      (305,607)       427,145
                                                    -------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                     55,868        199,881
Purchases of intellectual assets                       (95,815)      (107,195)
Purchases of marketable securities                     152,687       (375,000)
                                                    -------------------------
                                                       112,740       (282,314)
                                                    -------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness                29,890         16,960
Increase (decrease) in advances from stockholder        50,096       (177,114)
Increase (decrease) in common stock issuance            36,860         15,917
Increase (decrease) in dividends payable                  (140)        (7,180)
                                                    -------------------------
                                                       116,706       (151,417)
                                                    -------------------------

NET INCREASE (DECREASE) IN CASH                        (76,161)        (6,586)
Cash, beginning of period                              269,264        278,567
                                                    -------------------------
CASH, END OF PERIOD                                 $  193,103     $  271,981
                                                    -------------------------

                                       5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

                                                     (Unaudited)    (Unaudited)
                                                     February 29,   February 28,
                                                         2000           1999
                                                           $              $
CASH FLOWS FROM OPERATION ACTIVITIES
Net loss                                              (226,147)      (449,651)
Adjustments to reconcile net loss to net cash
   used in operation activities
Depreciation and amortization                          151,941        153,911
Minority interest                                          396          6,882
Loss/ (gain) on trading securities                      79,462       (194,875)
Changes in assets and liabilities
Decrease (increase) in accounts and
   other receivable                                    (36,611)         9,793
Decrease (increase) in notes receivable                 (3,500)       392,500
Decrease (increase) in prepaid expenses                  1,764        128,696
Increase (decrease) in accounts payable               (102,669)       (17,035)
Increase (decrease) in reserve for warranty               (400)        54,000
Increase (decrease) in notes payable                   (10,000)             0
Increase in deferred revenue                                 0         75,172
                                                    -------------------------
                                                      (145,764)       159,393
                                                    -------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                          0         19,302
Purchases of intellectual assets                             0         31,951
                                                    -------------------------
                                                             0         51,253
                                                    -------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness                12,930)        16,960
Increase (decrease) in advances from stockholder             0       (186,904)
Increase (decrease) in common stock issuance                 0         16,706
Increase (decrease) in dividends payable                (1,700)        (9,150)
                                                    -------------------------
                                                        11,230       (162,388)
                                                    -------------------------

NET INCREASE (DECREASE) IN CASH                       (134,534)        48,258
Cash, beginning of year                                327,637        223,723
                                                    -------------------------

CASH, END OF PERIOD                                 $  193,103     $  271,981
                                                    -------------------------

                                       6
<PAGE>

                                 HOMELIFE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited for the nine months ended February 29, 2000)

NOTE 1. REVISIONS TO CONSOLIDATED FINANCIAL STATEMENTS

The  consolidated  financial  statements  for the period ended May 31, 1999 have
been  revised  in  order  to  provide  additional  information  to  readers  and
reclassify  financial  statement amounts to provide more precise information and
better comparison with prior years.

NOTE 2. BASIS OF REVISED 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 February  29, 2000 and results of  operations  for nine months ended
February 29, 2000 and 1999.

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

a)   Wholly-owned subsidiaries

HomeLife Realty Services,  Inc.,  FamilyLife Realty Services,  Inc.,  MaxAmerica
Financial  Services,  Inc., Red Carpet Broker Network,  Inc.,  National  Sellers
Network, Inc., Builders Realty (Calgary) Ltd., 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 February 29, 2000
and May 31, 1999.

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 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 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.

                                       7
<PAGE>

NOTE 3. 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 February 29, 2000,  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.

                                       8
<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 February 29, 2000, 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

                                       9
<PAGE>

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  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 Canadian dollars.  Income and expenses are translated at the rate
in affect on the transaction dates.  Transaction gain and losses are included in
the determination of earnings for the year.

Balance sheet accounts are translated  using closing exchange rates in affect 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
rates. Adjustments resulting from the translation are included in the cumulative
translation adjustments section 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.

(r)  Accounting Changes

Effective June 1, 1999 the Company  adopted  Statement of Position No. 98-5 (SOP
98-5),  "Reporting on the Costs of Start-up Activities".  SOP 98-5 was issued to
provide guidance on financial reporting of start-up costs and organization costs
and requires  such costs to be expensed as incurred.  SOP 98-5 is effective  for
financial  statements for years beginning after December 15, 1998.  Accordingly,
the Company wrote off existing organization costs of $48,955 which are reflected
in the presented financial statements.

NOTE 4. 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.

                                       10
<PAGE>

NOTE 5. BANK INDEBTEDNESS

For the period ended February 29, 2000 and May 31, 1999, the Company's available
line of credit under the bank loan agreement  amounted to $33,920  (CDN$50,000).
The operating  credit  facility  bears interest at the bank's prime lending rate
plus 2% per annum with interest  payable monthly.  As security,  the Company has
provided  a general  assignment  of book  debts,  a general  security  agreement
constituting a first charge over all present and future personal property of the
Company, a subordination  agreement with respect to amounts owed by the borrower
to the  shareholders  of  $33,920  (CDN$50,000),  and a  guarantee  by the major
shareholder of the company of $33,920 (CDN$50,000).

At February 29, 2000, the Company had an available line of credit under the bank
loan agreement  amounting to $25,000.  The unsecured  operating  credit facility
bears interest at rate of 16% per annum.

NOTE 6. ADVANCES FROM A STOCKHOLDER

The advances are from the  Company's  president  and majority  stockholder,  are
non-interest  bearing,  are  without  specific  terms of  repayment  and are not
expected to repaid before June 1, 2000.

NOTE 7. 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.

20,000,000  Common shares of $0.001 par value

(b)  Issued

   10,000  Class A Preferred shares
       78  Class AA Preferred shares  (325 - 1999)
5,109,764  Common shares (4,803,932 - 1999)

(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.

                                       11
<PAGE>

(e)  Stock option plan

For the period ended May 31, 1999 options to various directors of the Company to
acquire  140,000  Common stock had been granted under the stock option plan with
the following terms:

       100,000 Common shares at $3 per share
        30,000 Common shares at $5 per share
        10,000 Common shares at $1 per share, expiring July 10, 1999.

As the  exercise  prices were higher than the market  values on the dates of the
grant, no compensation expenses were recorded by the Company.

(f)  Earnings per share

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

Conversion of 10,000 Class A Preferred shares to Common shares; conversion of 78
Class AA Preferred shares to Common shares; exercise of a warrant which entitles
holder to  acquire  200,000  Common  shares at $6 per share;  exercise  of stock
options to acquire issuance of 140,000 Common shares.

NOTE 8. COMMITMENTS

The Company has operating  leases for premises  which extend  through August 31,
2002. Future minimum rental payments as of February 29, 2000 under the operating
lease agreements are as follows:

     2000                $167,333
     2001                $168,083
     2002                $122,817
     2003                $ 19,920
                         --------
     TOTAL               $478,153
                         ========

NOTE 9. 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
                                                         2000           1999
                                                           $              $

     United States of America                            960,566        929,536
     Canada                                            1,685,787      2,375,636
                                                      -------------------------
                                                       2,646,353      3,305,172
                                                      =========================
b)   Net Income (Loss) by Geographic Area

     United States of America                           (236,334)      (414,155)
     Canada                                               10,187        (35,496)
                                                      -------------------------
                                                        (226,147)      (449,651)
                                                      =========================

                                       12
<PAGE>

                                                         2000           1999
                                                           $              $
c)   Identifiable Assets by Geographic Area

     United States of America                          2,297,047      2,852,580
     Canada                                              417,671        282,713
                                                      -------------------------
                                                       2,714,718      3,135,293
                                                      =========================
d)   Amortization by Geographic Area

     United States of America                            112,037         24,090
     Canada                                                4,023          2,202
                                                      -------------------------
                                                         116,060         26,292
                                                      =========================
d)   Revenue by industry
     Real Estate Franchise                               659,103        727,121
     Real Estate Brokerage                             1,685,787      2,375,636
     Mortgage Financing                                   64,331             --
     Home Warranty                                       204,102        189,460
     Other                                                33,030         12,955
                                                      -------------------------
     Total                                             2,646,353      3,305,172
                                                      =========================
e)   Net income (loss) by industry

     Real Estate Franchise                              (231,917)      (423,337)
     Real Estate Brokerage                                10,187        (35,496)
     Mortgage Financing                                    4,830             --
     Home Warranty                                         2,208         22,136
     Other                                               (11,455)       (12,954)
                                                      -------------------------
     Total                                              (226,147)      (449,651)
                                                      =========================
f)   Identifiable assets by industry

     Real Estate Franchise                             2,139,574      2,684,723
     Real Estate Brokerage                               417,671        282,713
     Mortgage Financing                                    7,585             --
     Home Warranty                                       134,281        154,742
     Other                                                15,607         13,115
                                                      -------------------------
     Total                                             2,714,718      3,135,293
                                                      =========================

                                       13
<PAGE>

                                                         2000           1999
                                                           $              $
g)   Amortization by industry

     Real Estate Franchise                               111,010         24,090
     Real Estate Brokerage                                 4,023          2,202
     Mortgage Financing                                       --             --
     Home Warranty                                         1,027             --
                                                      -------------------------
     Total                                               116,060         26,292
                                                      =========================

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  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.

                                       14
<PAGE>

THREE MONTHS ENDED  FEBRUARY 29, 2000  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 28, 1999 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $727,713  for the quarter
ended  February  29, 2000  compared  to gross sales of $728,340  for the quarter
ended February 28, 1999. Revenue by business segment is shown below:

                                     February 29, 2000       February 28, 1999
                                     Amount         %        Amount         %
                                     ------         -        ------         -
     Real estate brokerage           400,864      55.1       380,542      52.2
     Royalty & franchise fees        206,432      28.4       145,856      20.0
     Mortgage financing               25,697       3.5             0         0
     Home warranty sales              44,655       6.1        79,398      10.9
     Other                            50,056       6.9       122,544      16.9
                                  ----------    ------    ----------    ------
     TOTAL                           727,713       100       728,340       100
                                  ==========    ======    ==========    ======

Real estate brokerage  commissions increased from $380,542 for the quarter ended
February 28, 1999 to $400,864  for the quarter  ended  February  29, 2000.  This
increase  of $20,322 or 5%, is a result of an  increase in the number of escrows
per broker,  as the number of brokers was  approximately  unchanged.  During the
first calendar  quarter of 2000, the housing market in Canada was on an upswing,
accounting for the increase in number of escrows closed per broker.

Royalty fees & franchise fees combined  increased  $60,576 from $145,856 for the
three  months  ended  February  28, 1999 to $206,432  for the three months ended
February 29, 2000. As the franchise  fees were  approximately  the same for both
periods,  this  increase  relates  to the  royalty  fees and is the result of an
increase in the number of franchise offices.

Mortgage financing fees were $25,697 for the quarter ended February 29, 2000. No
mortgages  were  brokered  in 1999,  as the  mortgage  subsidiary  was  awaiting
approval from the Department of Housing and Urban Development.

Home warranty  sales  decreased  were $44,655 and $79,398 for the quarters ended
February 29, 2000 and February 28, 1999, respectively.  This decrease was due to
fewer contracts sold and the average cost of the warranty contract in 2000 being
lower than in 1999.

     COST OF SALES.  Cost of sales for the current quarter was $426,621 compared
to $396,650 for the same prior year quarter. This increase is a result of higher
sales commissions were paid by Builders Realty (Calgary) Ltd. due to an increase
in brokerage real estate sales.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  increased from
$162,257 for the three months ended  February 28, 1999 to $181,069 for the three
months ended  February  29, 2000.  This  increase of $18,812 was  primarily  the
result  of  salary  increases  to  existing  employees,  and  the  hiring  of an
additional employee.

     GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  costs  for the
quarter ended  February 29, 2000 were $115,877  versus  $242,586 for the quarter
ended  February  28, 1999.  This  decrease of $126,709  was  primarily  due to a
concentrated  effort to reduce costs which mainly included a decrease in the use
of outside consultants

     OCCUPANCY.  There  was  a  slight  increase  in  occupancy  costs  for  the
comparable third fiscal quarters which is a result of the escalation  clauses in
the lease agreements.

     FINANCIAL.  Financial  costs for the quarter ended February 29, 2000 were a
credit of $72,808  compared  to the  expense of $26,159  for the  quarter  ended
February  28, 1999.  The credit  primarily  relates to a gain on the  marketable
investment and currency  conversions  whereas the expense primarily relates to a
loss on a marketable investment and a loss on currency conversions.

     AMORTIZATION.  Amortization of intangibles was $76,453 for the three months
ended  February 29, 2000 compared to $51,304 for the three months ended February
28, 1999.  This increase was primarily a result of some assets the change in the
estimate of the useful lives of the trademarks and franchise rights from 20 year
to 10 years in 1999.

                                       15
<PAGE>

     MINORITY  INTEREST.  The reduction in net loss due to minority interest was
$3,216 in the  quarter  ended  February  29, 2000 versus a n increase in the net
loss of $1,930 for the quarter ended February 28, 1999.  This  difference is the
result of Keim Group Ltd. and MaxAmerica Home Warranty Company,  combined, being
profitable  in the prior year  quarter and  recording a loss in the current year
quarter.

NINE MONTHS  ENDED  FEBRUARY  29, 2000  (UNAUDITED)  COMPARED TO THE NINE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 28, 1999 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of  $2,646,353  for the nine
months ended  February 29, 2000  compared to gross sales of  $3,305,172  for the
nine months ended February 28, 1999. Revenue by business segment is shown below:

                                     February 29, 2000       February 28, 1999
                                     Amount         %        Amount         %
                                     ------         -        ------         -
     Real estate brokerage         1,503,834      56.9     2,216,375      67.1
     Royalty fees                    615,205      23.2       572,374      17.3
     Franchise fees                   34,792       1.3        34,545       1.0
     Mortgage financing               64,331       2.4             0         0
     Home warranty sales             201,384       7.6       217,336       6.6
     Other                           226,807       8.6       264,542       8.0
                                  ----------    ------    ----------    ------
     TOTAL                         2,646,353       100     3,305,172       100
                                  ==========    ======    ==========    ======

Real estate brokerage commissions decreased from $2,216,375 for the period ended
February 28, 1999 to  $1,503,834  for the period ended  February 29, 2000.  This
decrease is a result of a decrease  in the number of escrows per broker,  as the
number of brokers was approximately unchanged.

Royalty fees  increased  form $572,374 for the period ended February 28, 1999 to
$615,205 for the period ended February 29, 2000.  This increase is the result of
an increase in the number of franchise offices.

Franchise fees were approximately the same for both periods.

Mortgage  financing fees were $64,331 for the period ended February 29, 2000. No
mortgages  were  brokered  in 1999,  as the  mortgage  subsidiary  was  awaiting
approval from the Department of Housing and Urban Development.

Home warranty  sales  decreased  from $217,336 for the period ended February 28,
1999 to $201,384  for the period  ended  February  29,  2000.  This  decrease of
$15,952 was due to the average cost of the warranty contract in 2000 being lower
than in 1999.

     COST OF SALES.  Cost of sales for the period  ended  February  29, 2000 was
$1,613,165  compared to $2,256,298 for the period ended February 28, 1999.  This
decrease of  $643,133  was  primarily  due to lower  sales  commissions  paid by
Builders Realty  (Calgary) Ltd. This was due to a decrease in sales  commissions
paid per agent, combined with a decrease in the number of agents.

     SALARIES AND FRINGE  BENEFITS.  Salaries and fringe  benefits were $471,910
for the period ended February 29, 2000 compared to $411,989 for the period ended
February 28, 1999.  This  increase of $59,921 was primarily the result of salary
increases to existing employees, and the hiring of an additional employee.

     GENERAL AND ADMINISTRATIVE. General and administrative costs for the period
ended  February  29, 2000 were  $413,944  versus  $727,758  for the period ended
February 28, 1999.  This decrease of $313,814 was primarily due to a decrease in
the use of outside consultants and a decrease in depreciation expenses.

                                       16
<PAGE>

     OCCUPANCY.  Occupancy  for the period ended  February 29, 2000 was $128,273
compared to $117,703 for the period ended  February 28, 1999.  This  increase of
$10,570 is as stated in occupancy lease agreements for annual increases.

     FINANCIAL.  Financial  costs for the period  ended  February  29, 2000 were
$78,097  compared  to $77,942  for the period  ended  February  28,  1999.  Both
expenses  were the result of a loss on a  marketable  investment,  and a loss on
currency conversions.

     AMORTIZATION. Amortization of intangibles was $165,015 for the period ended
February 29, 2000  compared to $153,911 for the period ended  February 28, 1999.
This increase was mainly the result of the adoption of SOP 98-5.

     MINORITY  INTEREST.  The  increase in net lossdue to minority  interest was
$396 in the period ended  February  29, 2000 versus  $6,882 for the period ended
February 28,  1999.  This  decrease of $6,486 was due to lower  revenues for the
Keim Group  Ltd.,  partially  offset by higher  revenues  from  MaxAmerica  Home
Warranty Company.

     PREFERRED  DIVIDENDS.  Preferred  dividends were $1,700 in the period ended
February  29, 2000 versus  $2,340 for the period ended  February 28, 1999.  This
decrease of $640 was due to a reduction in the number of  outstanding  shares of
Preferred  stock  when some of the owners of  Preferred  stock  converted  their
Preferred stock into Common stock.

     LIQUIDITY AND CAPITAL RESOURCES.  HomeLife's primary source of liquidity is
positive cash flow from its current operations.  In addition it has 3,750 shares
of Voice  Mobility Inc. as a marketable  security,  and lines of credit with two
banks in the amounts of CDN$50,000 and $25,000.  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 three  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
promotional  and  marketing  materials  purchased in prior years due to outdated
advertising  campaigns.  Cash flow is  cumulatively  positive for the past three
years,  and it is projected  that  operations for the coming years can be funded
out of future cash flows.  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.

     FOREIGN  OPERATIONS.  Foreign  operations  consist  of the sale of a master
franchise agreement to an individual in Germany.  Payment for this agreement was
scheduled to be made in 12 quarterly  payments  beginning in October 1999.  Only
partial payments have been received. However, the Company is now in negotiations
with the obligor to  re-structure  this  obligation.  Continued  default of this
agreement  will  deprive  the  Company of the  anticipated  payments,  but it is
anticipated  to have no adverse  consequences  to the operations of the Company,
since it has no  commitments  of  capital  or  other  resources  to its  foreign
operations.

                                       17
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is currently involved in two lawsuits.

The company is involved in a lawsuit  with  Network  Real  Estate,  Inc., a real
estate broker,  where Network Real Estate,  Inc. has filed an action against the
company  claiming  that the company has failed to pay Network Real Estate,  Inc.
the  remaining  balance of $80,000  pursuant to the  Agreement  for  purchase of
Network Real Estate, Inc. licensing agreements and trademarks. On March 7, 2000,
the company  filed a  cross-complaint  against  Network  Real  Estate,  Inc. and
International  Estates,  Inc,  claiming that they failed to provide ownership of
International   Estates   trademark   pursuant  to  the  agreement.   Settlement
negotiations  are in progress and if finalized as proposed,  the company will be
dismissed  from the  complaint  by Network  Real  Estate,  Inc. and Network Real
Estate,  Inc. will pursue the company's  claims against  International  Estates,
Inc.  Pursuant to the  settlement  negotiations,  Network Real Estate,  Inc. did
submit 146,667 common shares for cancellation  totaling to $58,667 on October 1,
1999. In  management's  opinion,  this matter will not have a material effect on
the financial position of the company.

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. - Builders  Realty  (Calgary)  Ltd. v. Joyce  Travis and Cecil Avery in the
Provincial  Court of Alberta Canada.  The sellers of Builders  Realty  (Calgary)
Ltd.  have filed a counter  lawsuit for damages of $223,872 (CDN  $330,000).  In
management's  opinion,  this  matter  will not  have a  material  affect  on the
financial position of the Company.

Management believes that there is no other material litigation matter pending or
threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULT 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:

          None.

     (b)  Reports on Form 8-K:

          None.

                                       18
<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 September 8, 2000                 /s/ Andrew Cimerman
                                        ------------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       19