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 November 30, 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 5,637,538 shares outstanding as of November 30, 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 Unaudited Balance Sheet as of November 30, 2000         1.

        Comparative Unaudited Consolidated Statements of Operations          3.
             for the three months ended November 30, 2000 and 1999

        Comparative Unaudited Consolidated Statements of Operations          4.
             for the six months ended November 30, 2000 and 1999

        Comparative Unaudited Consolidated Statements of Cash Flows          5.
             for the three months ended November 30, 2000 and 1999

        Comparative Unaudited Consolidated Statements of Cash Flows          6.
             for the six months ended November 30, 2000 and 1999

        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 SHEET
AS OF NOVEMBER 30, 2000
(UNAUDITED)

ASSETS
Current Assets
         Cash                                                       $    290,674
         Marketable securities, at fair value                             20,625
         Accounts receivable                                              89,216
         Notes receivable                                                191,222
         Prepaid expenses and deposits                                    58,994
                                                                    ------------
                                                                         650,731

         Property and Equipment                                          466,065

         Goodwill                                                        642,607

         Other Assets                                                    359,631

         Cash Held in Trust                                              130,946
                                                                    ------------

                                                                    $  2,249,980
                                                                    ============

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF NOVEMBER 30, 2000
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities

         Bank indebtedness                                         $     75,000
         Accounts payable                                               136,379
         Accrued expenses                                               171,779
         Note payable                                                    90,944
         Reserve for warranty                                            52,865
         Dividends payable                                                5,770
         Deferred revenue                                               177,452
                                                                   ------------
                                                                        710,189

         Deferred Revenue                                               154,119

         Trust Liability                                                130,946

         Minority Interest                                               30,417
                                                                   ------------
                                                                      1,025,671

         Stockholders' Equity

         Capital Stock                                                1,036,629

         Additional Paid in Capital                                   3,182,304

         Accumulated Other Comprehensive Gain/(Loss)                        277

         Accumulated Deficit                                         (2,994,901)
                                                                   ------------

                                                                      1,224,309
                                                                   ------------

                                                                   $  2,249,980
                                                                   ============

                                       2
<PAGE>

HOMELIFE, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
(UNAUDITED)

                                                      2000             1999
                                                  ------------     ------------
REVENUE

Royalty and franchise fees                        $    210,598     $    232,163
Warranty fees                                           55,357           71,605
Mortgage financing fees                                 40,022            8,012
Real estate brokerage                                  492,448          520,332
Other income                                            91,553           97,775
                                                  -----------------------------

                                                       889,978          929,887

DIRECT COSTS                                           563,168          565,518
                                                  -----------------------------

                                                       326,810          364,369
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                           159,434          136,563
General and administrative                              91,392          161,880
Occupancy                                               45,791           41,384
Financial                                                3,780          148,364
Amortization                                             8,643           86,419
                                                  -----------------------------

                                                       309,040          574,610
                                                  -----------------------------

INCOME/(LOSS) BEFORE MINORITY INTEREST                  17,770         (210,241)

Minority interest                                        1,123           (4,094)
                                                  -----------------------------

NET INCOME/(LOSS)                                       18,893         (214,335)

Preferred dividends                                       (630)            (780)
                                                  -----------------------------

NET INCOME/(LOSS) APPLICABLE TO COMMON
   SHARES                                               18,263         (215,115)
                                                  =============================

BASIC AND FULLY DILUTED INCOME/
 (LOSS) PER COMMON SHARE                          $       0.00     $      (0.05)
                                                  =============================


WEIGHTED-AVERAGE NUMBER OF                           5,103,492        4,476,507
 COMMON SHARES

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000 AND 1999
(UNAUDITED)
                                                      2000             1999
                                                  ------------     ------------
REVENUE

Royalty and franchise fees                        $    379,172     $    443,565
Warranty fees                                          139,729          156,729
Mortgage financing fees                                 63,068           51,812
Real estate brokerage                                1,057,905        1,102,970
Other income                                           147,665          163,564
                                                  -----------------------------

                                                     1,787,539        1,918,640

DIRECT COSTS                                         1,160,292        1,186,544
                                                  -----------------------------

                                                       627,247          732,096
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                           301,082          290,841
General and administrative                             216,504          298,067
Occupancy                                               92,246           85,041
Financial                                                7,245          150,905
Amortization                                            17,286           88,562
                                                  -----------------------------

                                                       634,363          913,416
                                                  -----------------------------

INCOME/(LOSS) BEFORE MINORITY INTEREST                  (7,116)        (181,320)

Minority interest                                        1,311           (3,612)
                                                  -----------------------------

NET INCOME/(LOSS)                                       (5,805)        (184,932)

Preferred dividends                                     (1,260)          (1,560)
                                                  -----------------------------

NET INCOME/(LOSS) APPLICABLE TO COMMON
   SHARES                                               (7,065)        (186,492)
                                                  =============================

BASIC AND FULLY DILUTED INCOME/
 (LOSS) PER COMMON SHARE                          $       0.00     $      (0.04)
                                                  =============================


WEIGHTED-AVERAGE NUMBER OF                           5,103,492        4,476,822
 COMMON SHARES

                                       4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
                                                            2000             1999
                                                        ------------     ------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                     <C>              <C>
Net income/(loss)                                       $     18,893     $   (214,335)
Adjustments to reconcile net income/(loss)
   to net cash used in operating activities
Depreciation and amortization                                  8,643           86,419
Loss on trading securities                                   150,905
Minority interest                                             (1,311)           4,094
Changes in assets and liabilities
Decrease (increase) in accounts and other receivable          (9,365)           4,947
Decrease (increase) in notes receivable                      (14,421)              --
Decrease (increase) in prepaid expenses                        2,678          (17,324)
Increase (decrease) in accounts payable                       47,850          251,476
Increase (decrease) in accrued expenses                      (41,153)              --
Increase (decrease) in reserve for warranty                   (7,235)         (19,500)
Increase in deferred revenue                                 (24,697)         (90,285)
                                                        -----------------------------

Net cash provided by/(used in) operating activities          (20,118)         156,397
                                                        -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Equity Capital                                      --         (152,687)
Purchases of property and equipment                            3,137          (54,029)
Investment in intellectual assets                                 --           95,815
                                                        -----------------------------

Net cash provided by/(used in) investing activities            3,137         (110,901)
                                                        -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (required for) bank indebtedness             61,000          (16,960)
Increase (decrease) in dividends payable                          --             (780)
Preferred stock issuance                                          --          (36,860)
Cash provided by (required for) notes payable                 20,376           (5,000)
Cash provided by (required for) advances
   from stockholder                                               --          (50,096)
                                                        -----------------------------

Net cash provided by/(used in) financing activities           81,376         (109,696)
                                                        -----------------------------

NET INCREASE (DECREASE) IN CASH                               64,395          (64,200)
Cash, beginning of period                                    226,279          333,464
                                                        -----------------------------

CASH, END OF PERIOD                                     $    290,674     $    269,264
                                                        =============================
</TABLE>

                                       5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000 AND 1999
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                 2000             1999
                                                             ------------     ------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                          <C>              <C>
Net income/(loss)                                            $     (5,805)    $   (184,932)
Adjustments to reconcile net income/(loss)
   to net cash used in operating activities
Depreciation and amortization                                      17,286           88,562
Loss on trading securities                                             --          150,905
Minority interest                                                  (1,499)           3,612
Changes in assets and liabilities
Decrease (increase) in accounts and other receivable               27,484            9,091
Decrease (increase) in notes receivable                           (15,222)              --
Decrease (increase) in prepaid expenses                            (8,356)             415
Increase (decrease) in accounts payable                          (210,218)         156,936
Increase (decrease) in accrued expenses                           171,779               --
Increase (decrease) in reserve for warranty                        (5,596)         (10,900)
Increase in deferred revenue                                      (24,697)         (62,286)
                                                             -----------------------------

Net cash provided by/(used in) operating activities               (54,844)         151,403
                                                             -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Equity Capital                                           --         (152,687)
Purchases of property and equipment                               (54,490)         (57,428)
Investment in intellectual assets                                      --           95,815
                                                             -----------------------------

Net cash used in investing activities                             (54,490)        (114,300)
                                                             -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (required for) bank indebtedness                  61,000          (16,960)
Cash (required for) provided by advances from stockholder              --          (50,096)
Cash required for dividends                                            --           (1,560)
Preferred stock issuance                                               --          (36,860)
Cash provided by (required for) notes payable                      90,944           10,000
                                                             -----------------------------

Net cash provided by/(used in) financing activities               151,944          (95,476)
                                                             -----------------------------

NET INCREASE (DECREASE) IN CASH                                    42,610          (58,373)
Cash, beginning of period                                         248,064          327,637
                                                             -----------------------------

CASH, END OF PERIOD                                          $    290,674     $    269,264
                                                             =============================
</TABLE>

                                       6
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000

NOTE 1.   BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

In  the  opinion  of  the  Company's  management,   the  accompanying  condensed
consolidated  financial  statements include all adjustments,  consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
position at November 30, 2000 and results of operations for the six months ended
November 30, 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 November 30, 2000
and May 31, 2000.

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

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

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

On  September  15,  1998,  the  Company  purchased  all the issued  shares of an
inactive  holding  company,  Aspen Benson and May 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.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Principal Activities

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

                                       7
<PAGE>

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 November 30, 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.

(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.

                                       8
<PAGE>

(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 November 30, 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 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.

                                       9
<PAGE>

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.

NOTE 3.   CASH HELD IN TRUST AND TRUST LIABILITY

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

NOTE 4.   BANK INDEBTEDNESS

For the period ended  November 30, 2000 and  November  30, 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 November 30, 2000, the Company had an available line of credit under the bank
loan agreement  amounting to $75,000.  The unsecured  operating  credit facility
bears interest at the bank's prime lending rate plus 2% per annum.

NOTE 5.   CAPITAL STOCK

(a)  Authorized

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

                                       10
<PAGE>

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 $4 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 $4 per
share, no value was assigned to the warrant.

(d)  Stock options

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

(e)  Stock option plan

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 $4 per share;  exercise  of stock
options to acquire issuance of 140,000 Common shares.

                                       11
<PAGE>

NOTE 6.   PROMISSORY NOTE RECEIVABLE

On October 8, 1999, the Company  signed an agreement with a former  director who
had a $250,000 promissory note receivable.  The agreement allowed the Company to
exchange  the  promissory  note for  100,000  shares  of  Pioneer  Growth  Corp.
("Pioneer"),  a company  non-affiliated with the former director.  However,  the
former  director  could  re-acquire the Pioneer shares within one year by paying
$250,000 in cash,  or  returning  the 265,000  shares of HomeLife  common  stock
initially acquired. In addition, the former director has guaranteed the value of
the Pioneer  shares  would be atleast  $250,000 on October 8, 2000,  or he would
make up the  difference in value in cash or by  exercising  his option to return
HomeLife shares equal to the amount.

The Company is in current negotiations with the former director relating to this
note and has extended the  expiration  of the option and right until January 22,
2001.

In light of the option  provided to the former director to return all of part of
the HomeLife  shares  initially  acquired as well as his right to re-acquire the
Pioneer  shares,  the  Company  will  continue to reflect  the  promissory  note
receivable  until the option and the right  expires on January 22, 2001. At that
time,  the Company  will either  record the Pioneer  shares as an asset at their
fair value, or the cash received in place of the Pioneer  shares.  Any shares of
HomeLife common shares received in settlement of the note will be cancelled.

In the event that the  issuer  fails to make up for any  diminution  in the fair
value of the Pioneer shares,  the Company will cancel a proportionate  number of
its common shares  previously  issued to issuer. If the Company continues to own
Pioneer  shares  subsequent  to January 22,  2001,  the Company will reflect any
changes in fair value through earnings on a quarterly basis.

NOTE 7.   SEGMENTED INFORMATION

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

a)   Revenue by Geographic Area
                                                    2000            1999

     United States of America                  $    729,634    $    815,670
     Canada                                       1,057,905       1,102,970
                                               ----------------------------
                                                  1,787,539       1,918,640
                                               ============================

b)   Net Income (Loss) by Geographic Area

     United States of America                        (1,573)       (213,164)
     Canada                                          (5,492)         26,672
                                               ----------------------------
                                                     (7,065)       (186,492)
                                               ============================

                                       12
<PAGE>

c)   Identifiable Assets by Geographic Area
                                                    2000            1999

     United States of America                  $  2,036,856    $  2,550,101
     Canada                                         213,124         405,138
                                               ----------------------------
                                                  2,249,980       2,955,239
                                               ============================

d)   Amortization by Geographic Area

     United States of America                        16,098          85,475
     Canada                                           1,188           3,087
                                               ----------------------------
                                                     17,286          88,562
                                               ============================

e)   Revenue by industry
     Real Estate Franchise                          379,172         443,565
     Real Estate Brokerage                        1,057,905       1,102,970
     Mortgage Financing                              63,068          51,812
     Home Warranty                                  139,729         156,729
     Other                                          147,665         163,564
                                               ----------------------------
     Total                                        1,787,539       1,918,640
                                               ============================

e)   Net income (loss) by industry

     Real Estate Franchise                          (24,417)        (39,968)
     Real Estate Brokerage                           (5,492)         26,672
     Mortgage Financing                                 920        (148,591)
     Home Warranty                                   35,157         (17,332)
     Other                                          (13,233)         (7,273)
                                               ----------------------------
     Total                                           (7,065)       (186,492)
                                               ============================

f)   Identifiable assets by industry

     Real Estate Franchise                        1,857,630       2,268,152
     Real Estate Brokerage                          213,124         405,138
     Mortgage Financing                              16,903          49,039
     Home Warranty                                  152,063         151,007
     Other                                           10,260          81,903
                                               ----------------------------
     Total                                        2,249,980       2,955,239
                                               ============================

                                       13
<PAGE>

                                                    2000            1999
g)   Amortization by industry

     Real Estate Franchise                     $     15,414    $     80,064
     Real Estate Brokerage                            1,188           3,087
     Mortgage Financing                                  --              --
     Home Warranty                                      684           5,411
                                               ----------------------------
     Total                                           17,286          88,562
                                               ============================

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.  HomeLife  has  formed a  strategic  alliance  with  Allstate  Funding.
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  NOVEMBER 30, 2000  (UNAUDITED)  COMPARED TO THE THREE MONTHS
ENDED NOVEMBER 30, 1999 (UNAUDITED).

     REVENUES.  The Company  generated  gross sales of $889,978  for the quarter
ended  November  30, 2000  compared  to gross sales of $929,887  for the quarter
ended November 30, 1999. Revenue by business segment is shown below:

                                     November 30, 2000        November 30, 1999
                                    Amount         %         Amount         %
                                  ----------    -------    ----------    -------
     Real estate brokerage           492,448         56       520,332         56
     Royalty & franchise fees        210,598         24       232,163         25
     Mortgage financing               40,022          4         8,012          1
     Home warranty sales              55,357          6        71,605          8
     Other                            91,553         10        97,775         10
                                  ----------    -------    ----------    -------
     TOTAL                           889,978        100       929,887        100
                                  ==========    =======    ==========    =======

Real estate brokerage  commissions decreased from $520,332 for the quarter ended
November 30, 1999 to $492,448  for the quarter  ended  November  30,  2000.  The
decrease  of $27,884 or 5% is a result of fewer  brokers  in  addition  to fewer
number of escrows per broker.

Royalty fees & franchise fees combined  decreased  $21,565 from $232,163 for the
three  months  ended  November  30, 1999 to $210,598  for the three months ended
November 30, 2000. The decrease in revenue relates to lower royalty fees for the
period as well as a marketing effort to obtain new franchises by discounting the
initial franchise fees.

Mortgage  financing  fees were $40,022 for the quarter  ended  November 30, 2000
compared  to $8,012 for the same  period in the prior  year.  The  increase is a
result of more existing  franchises  are selling  mortgage  loans in the current
year that were not selling the loans in the prior year.

Home  warranty  sales  have  decreased  $16,248  or 22% from the same prior year
quarter. The downturn in the real estate market in Michigan,  resulting in fewer
home warranty sales and lower per sale has accounted for this decrease.

     DIRECT COSTS.  Direct costs for the current quarter were $563,168  compared
to $565,518 for the same prior year quarter.  As a percentage  of sales,  direct
costs  are only  slightly  higher in the  current  year due to  slightly  higher
warranty claims than in the prior year.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  increased from
$136,563 for the three months ended  November 30, 1999 to $159,434 for the three
months ended  November  30, 2000.  This  increase of $22,871 was  primarily  the
result of the addition of three employees in the Michigan offices.

     GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  costs  for the
quarter  ended  November 30, 2000 were $91,392  versus  $161,880 for the quarter
ended November 30, 1999. This decrease of $70,488 was due to a continued company
wide effort to reduce costs,  which  included a decrease & strict  monitoring in
the use of outside consultants, as well as lower legal fees in the current year.

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

     FINANCIAL. The prior year quarter included the write down on the investment
securities.  The  company  incurred no further  write downs in the current  year
quarter.

     AMORTIZATION.  Amortization  of intangibles was $8,643 for the three months
ended  November 30, 2000 compared to $86,419 for the three months ended November
30,  1999.  The prior year quarter  reflected  the change in the estimate of the
useful lives of the trademarks and franchise rights from 20 year to 10 years.

     MINORITY INTEREST.  The increase in net income due to minority interest was
$1,123 for the quarter ended November 30, 2000 versus an increase in net loss of
$4,094 for the quarter ended November 30, 1999. This difference is the result of
Keim Group Ltd. and MaxAmerica Home Warranty Company, combined, recording losses
in the current year quarter whereas combined,  they showed a profit in the prior
year quarter.

                                       15
<PAGE>

     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 $75,000.  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.

SIX MONTHS ENDED NOVEMBER 30, 2000 (UNAUDITED)  COMPARED TO THE SIX MONTHS ENDED
NOVEMBER 30, 1999 (UNAUDITED).

     REVENUES.  The  Company  generated  gross sales of  $1,787,539  for the six
months ended November 30, 2000 compared to gross sales of $1,918,640 for the six
months ended November 30, 1999. Revenue by business segment is shown below:

                               November 30, 2000          November 30, 1999
                               Amount          %          Amount          %
                            ------------    -------    ------------    -------
Real estate brokerage          1,057,905         59       1,102,970         57
Royalty & franchise fees         379,172         21         443,565         23
Mortgage financing                63,068          4          51,812          3
Home warranty sales              139,729          8         156,729          8
Other                            147,665          8         163,564          9
                            ------------    -------    ------------    -------
TOTAL                          1,787,539        100       1,918,640        100
                            ============    =======    ============    =======

Real estate  brokerage  commissions  decreased from $1,102,970 for the half year
ended November 30, 1999 to $1,057,905 for the half year ended November 30, 2000.
Fewer  brokers as well as fewer sales per broker has accounted for this decrease
of approximately 4% for the two periods.

Royalty fees & franchise  fees  combined  decreased  $64,393 or 15% from the six
months  ended  November 30, 1999  compared to the six months ended  November 30,
2000.  The decrease in revenue  relates to lower  royalty fees for the period as
well as a new  marketing  effort to obtain new  franchises  by  discounting  the
initial franchise fees.

Mortgage  financing  fees were  $63,068  year to date  fiscal  2000  compared to
$51,812 for the same period in the prior year.  The increase is a result of more
existing franchises are selling mortgage loans in the current year

Home warranty sales were comparable for the two periods at 8% of overall sales.

     DIRECT COSTS. As a percentage of sales, direct costs are higher by a couple
of percentage  points in the current year due to slightly higher warranty claims
and real estate commission fees than in the prior year.

                                       16
<PAGE>

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  increased from
$290,841  for year to date fiscal year 1999 to $301,082  for year to date fiscal
year 2000. This increase  results from the addition of personnel in the Michigan
offices.

     GENERAL  AND  ADMINISTRATIVE.  Due to a  continued  company  wide effort to
reduce  costs,  which  included  a decrease  & strict  monitoring  in the use of
outside  consultants,  in  addition  to lower  legal fees in the  current  year,
general and administrative fees are $81,563 lower for the same periods in fiscal
year 2000 & 1999.

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

     FINANCIAL.  The prior year amount for financial  included the write down on
the investment  securities.  The company  incurred no further write downs in the
current year quarter.

     AMORTIZATION.  Amortization  of intangibles  was $17,286 for the six months
ended  November 30, 2000  compared to $88,562 for the six months ended  November
30,  1999.  This  decrease  was the result of the change in the  estimate of the
useful lives of the trademarks and franchise  rights from 20 year to 10 years in
1999.

     MINORITY  INTEREST.  The reduction in net loss due to minority interest was
$1,311 for the six months ended November 30, 2000 versus an increase in net loss
of $3,612 for the six months ended  November 30, 1999.  This  difference  is the
result of Keim  Group Ltd.  and  MaxAmerica  Home  Warranty  Company,  combined,
recording  losses in the current year quarter  whereas  combined,  they showed a
profit in the prior year quarter.

     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 $75,000.  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 January 12, 2001                  /s/ Andrew Cimerman
                                        ---------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       19