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

                                   FORM 10-QSB

|X|   Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 For the quarterly period ended August 31, 2004

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

Commission File Number #000-1024048

                                 HOMELIFE, INC.

        (Exact name of small business issuer as specified in its charter)

         NEVADA                                        33-0680443
-------------------------------                    -------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification No.)

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

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

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                        Yes |X|       No |_|

       The issuer had 12,371,886 shares outstanding as of August 31, 2004

Transitional Small Business Disclosure Format (check one):

                                        Yes |_|       No  |X|

<PAGE>

                                 HOMELIFE, INC.

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

PART I - FINANCIAL INFORMATION                                          1.

Item 1. Financial Statements                                            1.

         Consolidated Balance Sheet at August 31, 2004 (Unaudited)      1.

         Consolidated Statements of Operations for the three months     3.
                  ended August 31, 2004 and 2003 (Unaudited)

         Consolidated Statements of Cash Flows for the three months     4.
                  ended August 31, 2004 and 2003 (Unaudited)

         Notes to Consolidated Financial Statements                     5.

Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operation                    6.

Item 3. Controls and Procedures                                         8.

PART II - OTHER INFORMATION                                             8.

Item 1. Legal Proceedings                                               8.

Item 2. Changes in Securities and Use of Proceeds                       8.

Item 3. Defaults Upon Senior Securities                                 8.

Item 4. Submission of Matters to a Vote of Security Holders             9.

Item 5. Other Information                                               9.

Item 6. Exhibits and Reports on Form 8-K                                9.
         (a) Exhibits
         (b) Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT AUGUST 31, 2004
(UNAUDITED)

ASSETS
Current Assets
         Cash                                                           $137,134
         Marketable securities, at fair value                                900
         Accounts receivable, net                                          6,911
         Prepaid expenses and deposits                                    36,014
                                                                        --------
                                                                         180,959

         Property and Equipment, net                                     115,783

         Goodwill                                                        225,943

         Other Assets, net                                               133,726
                                                                        --------

                                                                        $656,411

                                       1
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
AT AUGUST 31, 2004
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities

         Lines of credit                                            $    40,964
         Accounts payable                                               208,893
         Reserve for warranty                                            51,953
         Note payable                                                     4,204
         Deferred revenue                                                42,645
                                                                    -----------
                                                                        348,659

         Note Payable                                                    20,796

         Due to Stockholder                                             109,428

         Minority Interest                                               20,843
                                                                    -----------
                                                                        499,726

         Stockholders' Equity

         Capital Stock                                                1,037,372

         Additional Paid in Capital                                   3,731,741

         Accumulated Other Comprehensive Income                           4,715

         Accumulated Deficit                                         (4,617,143)
                                                                    -----------

                                                                        156,685
                                                                    -----------

                                                                    $   656,411
                                                                    ===========

                                       2
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 2004 AND 2003
(UNAUDITED)
                                                   2004                2003
                                               ---------------------------------
REVENUE

Royalty and franchise fees                     $    117,959        $    120,586
Warranty fees                                        34,180              33,242
Other income                                         11,404              28,823
                                               ---------------------------------

                                                    163,543             182,651

DIRECT COSTS                                         29,857              42,674
                                               ---------------------------------

                                                    133,686             139,977
                                               ---------------------------------
EXPENSES

Salaries and fringe benefits                         56,052              65,885
General and administrative                           40,262              87,366
Occupancy                                            14,897              14,637
Financial                                             1,100               1,468
Depreciation                                         15,900              15,936
Amortization                                         12,963              12,963
                                               ---------------------------------

                                                    141,174             198,255

NET LOSS                                             (7,488)            (58,278)
                                               ============        ============

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

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES                                    12,371,886           6,108,586

                                       3
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED AUGUST 31, 2004 AND 2003
(UNAUDITED)

                                                           2004         2003
                                                         -----------------------

      CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                           $  (7,488)   $ (58,278)
      Adjustments to reconcile net loss to net cash
            from operating activities
      Depreciation                                          15,900       15,936
      Amortization                                          12,963       12,963
      Changes in assets and liabilities
      Accounts receivable                                    1,450         (425)
      Prepaid expenses and deposits                           (509)          --
      Accounts payable                                    (111,195)      (3,776)
      Due to stockholder                                    89,764       20,000
      Deferred revenue                                          --       (5,645)
                                                         -----------------------
                                                               885      (19,225)

      CASH FLOWS FROM INVESTING ACTIVITIES                      --           --
                                                         -----------------------

      CASH FLOWS FROM FINANCING ACTIVITIES
      Advances from (repayments on) lines of credit, net    (1,725)       1,456
      Proceeds from note payable                            25,000           --
                                                         -----------------------

                                                            23,275        1,456

      NET CHANGE IN CASH                                    24,160      (17,769)
      Cash, beginning of period                            112,974      123,794
                                                         -----------------------

      CASH, END OF PERIOD                                $ 137,134    $ 106,025
                                                         =======================

SUPPLEMENTAL DISCLOSURE OF CASH
      FLOW INFORMATION
       Interest paid                                     $     897    $   1,086
                                                         =======================

       Income taxes paid                                 $      --    $      --
                                                         =======================

                                       4
<PAGE>

                         HOMELIFE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. MANAGEMENT'S PLAN AND FUTURE OPERATIONS

      At August 31, 2004, adverse principal conditions and events are prevalent
      that require necessary action by management to enable the company to
      return to profitability and to reverse these adverse conditions and
      events. These conditions and events include recurring operating losses,
      working capital deficiencies, and adverse key financial ratios.
      Management's plans to mitigate these adverse conditions and events
      include:

            a.) During the current quarter, the company settled certain lawsuits
      regarding the former Calgary operations and the current Michigan
      operations which will further reduce legal fees and management
      involvement.

            b)The company is currently focusing on: - attempting to raise
      additional funding through private and public offering, - investigating
      and pursuing potential mergers/acquisitions, - the core business of
      franchising nationwide - the company is making efforts to reduce
      unnecessary operating expenses on a monthly basis

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

NOTE 2. BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

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

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

      RECLASSIFICATIONS

      Certain amounts in the prior year consolidated financial statements have
      been reclassified to conform with the current year presentation. The
      reclassifications made to the prior year have no impact on the net income
      (loss), or overall presentation of the consolidated financial statements.


                                       5
<PAGE>

NOTE 3. NOTE PAYABLE

      In August 2004, the Company obtained a $25,000 note payable from a bank.
      The note payable is unsecured and requires monthly principal and interest
      payments of $516 with an annual interest rate of 8.60%. Final payment is
      due August 2009.

      Annual maturities of note payable for the five years succeeding August 31,
      2004 are as follows:

       2005            2006            2007            2008            2009
      ------          ------          ------          ------          ------

      $4,204          $4,581          $4,990          $5,437          $5,788

NOTE 4. SUBSEQUENT EVENT

            In September 2004, the Company exercised their option to cancel the
            lease for the California office. In accordance with the lease terms,
            the Company will pay an early termination fee of $2,000, which will
            be recorded after the Company vacates the premises.

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

Overview

      The Company has experienced growth primarily through its acquisitions of
and combinations with various other companies. This includes the acquisition in
August 1996 of the Keim Group of Companies and MaxAmerica Home Warranty Company
(Michigan) adding 60 real estate offices and a home warranty company in
Michigan. In 1997, the company purchased certain assets of S & S Acquisition
Corp. providing the company with Red Carpet Real Estate Services and National
Real Estate Services adding 58 real estate offices. The acquisition of the real
estate computer technology of House by Mouse and Virtual Assistant provided the
Company with the ability to enhance its Internet communication services to its
franchises. In July 1997, the Company acquired the licensing agreements,
trademarks and franchise offices of Network Real Estate, Inc. This acquisition
provided the Company with an additional 12 offices in Northern California and
access to the "high-end" luxury division of "International Estates". In February
1998, the Company acquired Builders Realty (Calgary) Ltd. providing access to
the Alberta, Canada market in both retail real estate and mortgage loans.
Certain assets of Builders Realty (Calgary) were sold during fiscal year 2002.
On September 15, 1998, the Company purchased the stock of the investment banking
firm of Aspen, Benson and May, LLC for Common stock.

      From time to time, the Company has entered into strategic alliances with
various companies in order to explore the cross-marketing of their services to
customers of the Company or its franchises. To date, these strategic alliances
have not included any funding agreements or other liabilities on the part of the
Company.

      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.


                                       6
<PAGE>

THREE MONTHS ENDED AUGUST 31, 2004 (UNAUDITED) COMPARED TO THE THREE MONTHS
ENDED AUGUST 31, 2003 (UNAUDITED).

      REVENUES. The Company generated gross sales of $163,543 for the quarter
ended August 31, 2004 compared to gross sales of $182,651 for the quarter ended
August 31, 2003. Revenue by business segment is shown below:

<TABLE>
<CAPTION>
                                           August 31, 2004                    August 31, 2003
                                     Amount                %              Amount             %
                                     --------          --------          --------          --------
<S>                                  <C>                    <C>          <C>                    <C>
Royalty & franchise fees             $117,959                72          $120,586                66
Home warranty sales                    34,180                21            33,242                18
Other                                  11,404                 7            28,823                16
                                     --------          --------          --------          --------
TOTAL                                $163,543               100          $182,651               100
                                     ========          ========          ========          ========
</TABLE>

Royalty fees & franchise fees and home warranty fees were comparable for the two
periods. The decrease in overall revenues between the quarters was from the real
estate sales in other income. There were fewer transaction in the current year
first quarter. The real estate market in Michigan continues to be stagnant and
the market in California is starting to taper off.

      DIRECT COSTS. Direct costs have decreased from the prior year first
quarter due to overall lower costs associated with the warranty revenue.
Commissions paid for real estate sales are also lower in conjunction with fewer
sales during this period.

      SALARIES AND FRINGE BENEFITS. Salaries and fringe benefits decreased from
$65,885 for the three months ended August 31, 2003 to $56,052 for the three
months ended August 31, 2004. This decrease of $9,833 was the result of two
employees who left the company and have not been replaced.

      GENERAL AND ADMINISTRATIVE. General and administrative costs decreased
$47,104 or 54% from the quarter ended August 31, 2003. The decrease was
primarily as result of lower legal fees in conjunction with the settlement of
the outstanding litigation from the prior year, as well as lower office &
promotion expenditures in the current year.

      OCCUPANCY. Occupancy costs were comparable for the two periods.

      FINANCIAL. Financial costs were comparable for the two periods.

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

      AMORTIZATION. Amortization of intangibles was comparable for both periods.

LIQUIDITY AND CAPITAL RESOURCES. The Company has lines of credit with two banks
with available credit of $95,000 and a term loan of $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 operating losses in the prior two
years. These losses are primarily due to amortization and depreciation and legal
fees incurred in defense of litigation actions. The company does not have any
derivative instruments or hedging activities therefore, the company believes
that SFAS No. 133 will have no material impact on the company's financial
statements or notes thereto.

The company has experienced recurring operating losses and has a working capital
deficiency of $167,700 as of August 31, 2004. Management has initiated changes
in operational procedures, reduced staff and expenses and focused its efforts on
its core business. Management believes that, despite the losses incurred and the
deterioration in stockholders' equity, it has developed a plan, which, if
successfully implemented, can improve the operating results and financial
condition of the company. Furthermore, the company continues its attempt to
raise additional financings through private and public offerings.


                                       7
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

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

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      The company was involved in a lawsuit with the sellers of Builders Realty
      (Calgary) Ltd. to reduce the purchase price paid for Builders Realty
      (Calgary) Ltd. The sellers of Builders Realty (Calgary) Ltd. had filed a
      counter lawsuit for breach of contract.

      In connection with the above lawsuit, the company filed a claim against
      the solicitors who were responsible for setting up the original
      transaction between the company and the sellers of Builders Realty
      (Calgary) Ltd.

      In addition to the above lawsuits, the sellers of Builders Realty
      (Calgary) Ltd., through another business entity, filed a lawsuit against
      Builders Realty (Calgary) Ltd. for unpaid rents and commissions and
      damages incurred at rental offices.

      On July 31, 2003, several realtors formerly employed by Builders Realty
      (Calgary) Ltd. filed a lawsuit against the company seeking payment of
      unpaid commissions. The Company is holding these commissions in a trust
      fund as required by a court order.

      On July 19, 2004, all of the above mentioned lawsuits were settled at no
      additional expense to the Company.

      The company was involved in a lawsuit with a franchisee of Red Carpet
      Keim, a wholly-owned subsidiary of the company. A claim in the amount of
      $124,800 was filed on September 13, 2002 as a result of the deterioration
      in value of the individual's stock value of HomeLife, Inc. Additionally,
      the company has filed a counter claim against the franchisee for
      non-payment of royalty and franchise fees.

      This lawsuit was settled on August 20, 2004 in the amount of $85,000. This
      amount was accrued in the year ended May 31, 2004 financial statements and
      was paid during the quarter ended August 31, 2004 by the majority
      stockholder.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

      None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

      None.


                                       8
<PAGE>

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

      None.

ITEM 5. OTHER INFORMATION.

      None.

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

      (a)   Exhibits:

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

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

      (b)   Reports on Form 8-K:

            None.


                                       9
<PAGE>

                                   SIGNATURES

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

    HOMELIFE, INC.
    Registrant

    By:  /s/ Andrew Cimerman                              Date: October 15, 2004
         ---------------------------------------------          ----------------
         Chief Executive Officer, President, Director

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

    By: /s/ Andrew Cimerman                               Date: October 15, 2004
        ---------------------------------------------           ----------------
        Chief Executive Officer, President, Director


                                       10