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 January 31, 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 as at February 29, 2000.

Transitional Small Business Disclosure Format (check one):

                                                              Yes      No  X
                                                                  ---     ---


<PAGE>

<TABLE>

                                 HOME LIFE, INC.

                                      INDEX
<CAPTION>

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

<S>                                                                                                   <C>
PART I - FINANCIAL INFORMATION                                                                        1.

Item 1. Financial Statements                                                                          1.

         Comparative Unaudited Consolidated Balance Sheets                                            1.
                  February 29,2000 and May 31, 1999

         Comparative Unaudited Consolidated Statements of Operations                                  3.
                  for the 9 months ended February 29, 2000 and February 28, 1999

         Comparative Unaudited Consolidated Statements of Cash Flows                                  4.
                  for the 9 months ended February 29, 2000 and February 28, 1999

         Notes to Unaudited Consolidated Financial Statements                                         5.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.        11.

PART II - OTHER INFORMATION                                                                          13.

Item 1. Legal Proceedings.                                                                           13.

Item 2. Changes in Securities and Use of Proceeds.                                                   13.

Item 3. Defaults Upon Senior Securities.                                                             13.

Item 4. Submission of Matters to a Vote of Security Holders.                                         13.

Item 5. Other Information.                                                                           13.

Item 6. Exhibits and Reports of Form 8-K.                                                            13.
         (a)      Exhibits
         (b)      Reports on Form 8-K
</TABLE>



<PAGE>


12

PART I - FINANCIAL INFORMATION

Item 1.

HOMELIFE, INC.
Consolidated Balance Sheets
as at February 29, 2000 and May 31, 1999

                                                    (unaudited)      (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                                  239,000          235,500
    Prepaid expenses and deposits                      76,395           78,159
                                              --------------------------------
                                                      828,555        1,004,204

    Notes Receivable                                  130,801          130,801

    Property and Equipment                            434,320          480,993

    Goodwill                                          644,350          661,273

    Other Assets                                      662,021          702,203

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

                                                   $2,950,171       $3,321,791
                                              ================================


                                       1
<PAGE>

HOMELIFE, INC.
Consolidated Balance Sheets (Continued)
As of February 29, 2000 and May 31, 1999
(Amounts expressed in U.S. dollars)                (unaudited)       (audited)
                                                    February           March
                                                     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 Deficit                      (2,219,470)      (2,042,278)
                                             ---------------------------------

                                                   1,669,911        1,847,103
                                             ---------------------------------

                                                  $2,950,171       $3,321,791
                                              ================================


                                       2
<PAGE>


HOMELIFE, INC.

<TABLE>
Consolidated Statements of Operations
For the nine months ending February 29 and February 28,
(Amounts expressed in U.S. dollars)
<CAPTION>

                                                    (Unaudited)            (Unaudited)
                                                  Nine mos. ended        Nine mos. ended
                                                 February 29, 2000      February 28, 1999
         REVENUE

<S>                                                 <C>                    <C>
         Royalty and franchise fees                 $649,997               $606,919
         Warranty fees                               201,384                 93,144
         Mortgage financing fees                      64,331
         Real estate brokerage                     1,503,834              2,216,375
         Other income                                226,807                264,542
                                                  ---------------------------------

                                                   2,646,353              3,180,980

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

                                                   1,033,188                924,682
                                                  =================================
         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                                116,060                153,911
                                                  ---------------------------------

                                                   1,208,284              1,489,303
                                                  ---------------------------------
         LOSS BEFORE MINORITY INTEREST              (175,096)              (564,621)

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

         LOSS BEFORE INCOME TAX RECOVERY            (175,492)              (571,503)

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

         NET LOSS                                   (175,492)              (571,503)

         Preferred dividends                          (1,700)                (2,340)
                                                  ---------------------------------
         NET LOSS APPLICABLE TO COMMON
            SHARES                                  (177,192)              (573,843)
                                                  =================================

         BASIC AND FULLY DILUTED LOSS                 $(0.04)                $(0.14)
          PER COMMON SHARE
                                                  =================================

         WEIGHTED-AVERAGE NUMBER OF                4,956,848              4,177,545
          COMMON SHARES
</TABLE>

                                       3
<PAGE>



HOMELIFE, INC.

Consolidated Statements of Cash Flows
For the nine months ended February 29, 2000 and February 28, 1999
(Amounts expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                              (Unaudited)             (Unaudited)
                                                                             Nine mos. ended        Nine mos. ended
                                                                             February 29, 2000      February 28, 1999
                                                                                  $                        $
<S>                                                                            <C>                     <C>
         CASH FLOWS FROM OPERATION ACTIVITIES
         Net loss                                                               (177,192)              (654,967)
         Adjustments to reconcile net loss to net cash used
            in operation activities
         Depreciation and amortization                                           103,778                153,911
         Minority interest                                                          (396)                 5,624
         Loss on trading securities                                               79,462                 77,344
         Changes in assets and liabilities
         Decrease (increase) in accounts and other receivable                    (36,611)                47,759
         Decrease (increase) in notes receivable                                  (3,500)                63,644
         Decrease (increase) in prepaid expenses                                   1,764                159,542
         Increase (decrease) in accounts payable                                (102,669)               176,246
         Increase (decrease) in reserve for warranty                                (400)                 5,700
         Increase (decrease) in notes payable                                    (10,000)                     0
         Increase in deferred revenue                                                  0                 75,172
                                                                              ---------------------------------

                                                                                (145,764)               109,975
                                                                              ---------------------------------

         CASH FLOWS FROM INVESTING ACTIVITIES
         Purchases of property and equipment                                           0                (33,066)
         Purchases of intellectual assets                                              0                (31,951)
         Purchases (sales) of marketable securities                                    0
         Increase in goodwill
                                                                              ---------------------------------
                                                                                       0                (65,017)
                                                                              ---------------------------------

         CASH FLOWS FROM FINANCING ACTIVITIES
         Increase (decrease) in bank indebtedness                                 12,930)                12,720
         Increase (decrease) in advances from stockholder                              0                (18,678)
         Increase (decrease) in common stock issuance                                  0                 16,706
         Increase in treasury stock issuance                                           0
         Increase in additional paid in capital                                        0
         Increase (decrease) in dividends payable                                 (1,700)                (7,448)
                                                                              ---------------------------------

                                                                                  11,230                  3,300
                                                                              ---------------------------------

         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
                                                                              ---------------------------------
</TABLE>

                                       4
<PAGE>


                                 HOMELIFE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Unaudited for the 9 Months ended February 29, 1999)

Note 1.   REVISIONS TO CONSOLIDATED FINANCIAL STATEMENTS

The  consolidated  financial  statements as at 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

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 Investment
Bankers LLC., Homelife California Realty, Inc. and Homelife Properties, Inc.

b)   Majority-owned subsidiaries

The Keim Group Ltd. and  MaxAmerica  Home Warranty  Company - 93 1/3% 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 to February 29, 2000 and May 31, 1999.

The assets  acquired were recorded as trademarks  and will be amortized  over 20
years on a straight-line basis

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

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

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

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

During the fiscal year 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  and Red Carpet  Broker  Network,  Inc.  and  National  Sellers
Network, Inc., which will be licensing real estate brokerages.

                                       5
<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.  At the  end of May  31,1999,  there  is 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

                                       6
<PAGE>


(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 20 years  Organization
costs 5 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 May 31, 1999,  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
is not  recognized  as income,  is  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  and
non-employee stock based compensation.


                                       7
<PAGE>


(o) Foreign Currency Translation

Builders Realty (Calgary) Ltd., a wholly-owned  subsidiary,  maintains its books
and records in Canadian  dollars.  Foreign currency  transactions are translated
using the temporal method.  Under this method, all monetary items are translated
into  Canadian  funds at the rate of exchange  prevailing at balance sheet date.
Non-monetary  items are translated at historical rates.  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.

The translation of the financial statements of this wholly-owned subsidiary from
Canadian  dollars into United States dollars is performed for the convenience of
the reader.  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 determination of earnings for the year.

(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 [see note 2(c)] 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 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.

Note 5.  BANK INDEBTEDNESS

At 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).

Note 6.  ADVANCES FROM STOCKHOLDER

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

                                       8
<PAGE>


Note 7.  CAPITAL STOCK

(a) Authorized

100,000 Class A Preference  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 the 125% of the face value of the Class AA shares as  compared
with the market price of the common stock.

100,000 Class AAA preferred shares of $500 par value, no dividends,  non-voting,
redeemable  at 100 shares of common  stock per share  after three years from the
ate of issue.

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
0               Class AAA Preferred shares
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 by the company.

(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

As at 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.

                                       9
<PAGE>

(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 140,000 issuance of common shares Common stock.

Note 8.  CONTINGENT LIABILITIES

The  company  is  involved  in a lawsuit  with the  sellers of  Builders  Realty
(Calgary) Ltd. to reduce the purchase price paid for Builders  Realty  (Calgary)
Ltd. The sellers of Builders Realty  (Calgary) Ltd. have filed a counter lawsuit
for damages of $20,352 (CDN $30,000).  In management's opinion, this matter will
not have a material affect on the financial position of he company.

Note 9.  COMMITMENTS

The company has operating  leases for premises  which extend  through August 31,
2002.  Future  minimum  rental  payments as of May 31, 1999 under the  operating
lease agreements are as follows:

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

                                       10
<PAGE>


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 Service 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 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 Mortgage Capital Resources.
Home Value Check provides Internet based appraisals for lenders and consumers of
the Company's  services.  Mortgage Capital Resource 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.

Nine Months  Ending  February 29, 2000  (unaudited)  compared to the year ending
February 28, 1999 (unaudited).

         Revenues.  The company generated gross sales of $2,646,353 for the nine
months ending  February 29, 2000  compared to gross sales of $3,180,980  for the
nine months  ending  February  28,  1999.  Revenue by business  segment is shown
below:

<TABLE>
<CAPTION>
                                               February 29, 2000                            February 28, 1999
                                            Amount              %                         Amount      Percentage
                                            ------            -----                       ------      ----------

<S>                                         <C>               <C>                       <C>               <C>
         Real estate brokerage              1,503,834         56.9                      2,216,375         69.7
         Royalty fees                         615,205         23.2                        572,374         18.0
         Franchise fees                        34,792          1.3                         34,545          1.1
         Mortgage financing                    64,331          2.4                              0            0
         Home warranty sales                  201,384          7.6                        184,834          2.9
         Other                                226,807          8.6                        172,852          8.3
                                            ---------         -----                     ----------        -----
         TOTAL                              2,646,353          100                      3,180,980         100
                                            =========         ====                      =========         ===
</TABLE>

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

Royalty fees increased from $572,374 for the period ending  February 28, 1999 to
$615,205 for the period ending February 29, 2000. This increase is the result of
adding new franchise offices.

                                       11
<PAGE>

Franchise fees were approximately the same for both periods.

Mortgage financing fees increased from 0 for the period ending February 28, 1999
to $64,331 for the period ending  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  increased from $184,834 for the period ending  February 28,
1999 to  $226,807  for the period  ending  February  29,2000.  This was due to a
greater marketing effort placed on home warranty sales.

         Cost of Sales.  Cost of sales for the year ending February 29, 2000 was
$1,613,165  compared to $2,256,298 for the year ending  February 28, 1999.  This
decrease of $643,133 was primarily due to the decrease in sales commissions paid
to agents of  Builders  Realty as a result  of higher  real  estate  commissions
generated.

         Salaries and fringe benefits. Salaries and fringe were $471,910 for the
year ending  February 29, 2000 compared to $411,989 for the year ending February
28, 1999. This increase of $121,975 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
year ending  February 29, 2000 were $413,944 versus $727,758 for the year ending
February 28, 1999. This decrease of $313,814 was primarily due to an decrease in
the use of outside consultants and a decrease in depreciation expenses.

         Occupancy. Occupancy for the year ending February 29, 2000 was $128,273
compared to $177,703 for the year ending  February 28,  1999.  This  decrease of
$43,430 was  primarily  the result of moving to less  expensive  office space in
Michigan.

         Financial.  Financial  costs for the year ending February 29, 2000 were
$78,097 compared to $77,974 for the year ending February 28, 1999. Both expenses
were the result of a decline in the market value of a publicly  traded  security
owned by the company,  and a loss on currency  conversions,  converting Canadian
dollars to US dollars.

         Amortization.  Amortization  of  intangibles  was $116,060 for the year
ending  February 29, 2000 compared to $153,911 for the year ending  February 28,
1999. This decrease of $37,851 was primarily a result of some assets being fully
amortized.

         Minority interest. The reduction in net income due to minority interest
was $396 in the year ending  February 29, 2000 versus $6,882 for the year ending
February 28,  1999.  This  decrease of $6,486 was due to lower  revenues for the
Keim Group, partially offset by higher revenues from MaxAmerica Home Warranty.

         Preferred Dividends. Preferred Dividends were $1,700 in the year ending
February 29, 2000 versus  $2,340 for the year ending  February  28,  1999.  This
decrease of $640 was due to the conversion of preferred stock into common stock.

                                       12
<PAGE>


                           Part II OTHER INFORMATION.

Item 1   Legal Proceedings

         The company is currently involved in one lawsuit.

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. Builder's Realty 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 $20,352 (CDN $30,000).  In management's  opinion,
this matter  will not have a material  affect on the  financial  position of the
company.

Management  believes that there are no other material litigation matters 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.

                                       13
<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 April 12, 2000                 /s/  Andrew Cimmerman
                                     ---------------------
                                     Andrew Cimmerman,
                                     Chief Executive Officer and Director

                                       14