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, 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           (I.R.S. Employer incorporation
            of organization)                    or Identification No.)



             1503 South Coast Drive, Suite 204, Costa Mesa, CA 92626
        ----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (714) 241-8979

      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 November 30, 2004

      Transitional Small Business Disclosure Format (check one):

                                    Yes No X

<PAGE>

<TABLE>
<CAPTION>

                                 HOMELIFE, INC.

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

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

Item 1. Financial Statements                                                                      1.

         Consolidated Balance Sheet at November 30, 2004 (Unaudited)                              1.

         Consolidated Statements of Operations for the three months ended                         3.
                  November 30, 2004 and 2003 (Unaudited)

         Consolidated Statements of Operations for the six months ended                           4.
                  November 30, 2004 and 2003 (Unaudited)

         Consolidated Statements of Cash Flows for the six months ended                           5.
                  November 30, 2004 and 2003 (Unaudited)

         Notes to Consolidated Financial Statements                                               6.

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

Item 3. Controls and Procedures.                                                                  9.

PART II - OTHER INFORMATION                                                                       10.

Item 1. Legal Proceedings.                                                                        10.

Item 2. Changes in Securities and Use of Proceeds.                                                10.

Item 3. Defaults Upon Senior Securities.                                                          10.

Item 4. Submission of Matters to a Vote of Security Holders.                                      10.

Item 5. Other Information.                                                                        11.

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

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT NOVEMBER 30, 2004
(UNAUDITED)

ASSETS
Current Assets
         Cash                                                           $104,603
         Marketable securities, at fair value                                900
         Accounts receivable, net                                          8,786
         Prepaid expenses and deposits                                    36,014
                                                                        --------
                                                                         150,303

         Property and Equipment, net                                      99,882

         Goodwill                                                        225,943

         Other Assets, net                                               120,763
                                                                        --------

                                                                        $596,891
                                                                        ========

                                       1
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
AT NOVEMBER 30, 2004
(UNAUDITED)


LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities

Lines of credit                                                     $    46,356
Accounts payable                                                        193,740
Reserve for warranty                                                     51,953
Note payable                                                              4,643
Deferred revenue                                                         42,645
                                                                    -----------
                                                                        339,337

Note Payable                                                             19,687

Due to Stockholder                                                      112,253

Minority Interest                                                        20,843
                                                                    -----------
                                                                        492,120

Stockholders' Equity

Capital Stock                                                         1,037,372

Additional Paid in Capital                                            3,731,741

Accumulated Other Comprehensive Income                                    4,715

Accumulated Deficit                                                  (4,669,057)
                                                                    -----------

                                                                        104,771
                                                                    -----------

                                                                       $596,891
                                                                    ===========

                                       2
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 30, 2004 AND 2003
(UNAUDITED)
                                                       2004             2003
                                                    ---------         ---------
         REVENUE

Royalty and franchise fees                          $ 100,819         $ 118,695
Warranty fees                                          27,534            28,007
Other income                                            3,159             6,448
                                                    ---------         ---------

                                                      131,512           153,150

DIRECT COSTS                                           13,850            12,955
                                                    ---------         ---------

                                                      117,662           140,195
                                                    ---------         ---------
EXPENSES

Salaries and fringe benefits                           44,251            55,356
General and administrative                             82,259            65,056
Occupancy                                              12,987            14,566
Financial                                               1,216             1,365
Depreciation                                           15,900            15,924
Amortization                                           12,963            12,963
                                                    ---------         ---------

                                                      169,576           165,230
                                                    ---------         ---------


 NET LOSS                                             (51,914)          (25,035)


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

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


                                       3
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
(UNAUDITED)
                                                      2004               2003
                                                    ---------         ---------
         REVENUE

Royalty and franchise fees                          $ 218,778         $ 239,281
Warranty fees                                          61,714            61,249
Other income                                           14,563            35,271
                                                    ---------         ---------

                                                      295,055           335,801

DIRECT COSTS                                           43,707            55,629
                                                    ---------         ---------

                                                      251,348           280,172
                                                    ---------         ---------
EXPENSES

Salaries and fringe benefits                          100,303           121,241
General and administrative                            122,520           152,422
Occupancy                                              27,884            29,203
Financial                                               2,316             2,833
Depreciation                                           31,801            31,860
Amortization                                           25,926            25,926
                                                    ---------         ---------

                                                      310,750           363,485


 NET LOSS                                             (59,402)          (83,313)

BASIC AND FULLY DILUTED LOSS PER COMMON SHARE       $   (0.00)        $   (0.01)
                                                    =========         =========
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES           12,371,886         6,108,586


                                       4
<PAGE>

<TABLE>
<CAPTION>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
(UNAUDITED)


                                                                   2004        2003
                                                                ---------    ---------
        <S>                                                    <C>          <C>
         CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                               $ (59,402)   $ (83,313)
         Adjustments to reconcile net loss to
          net cash from operating activities
         Depreciation                                              31,801       31,860
         Amortization                                              25,926       25,926
         Changes in assets and liabilities
         Accounts receivable                                         (425)       6,278
         Prepaid expenses and deposits                               (509)        (575)
         Accounts payable                                         (41,348)      (7,608)
         Reserve for warranty                                          --      (10,000)
         Due to stockholder                                         7,589       27,500
         Deferred revenue                                              --      (11,290)
                                                                ---------    ---------

                                                                  (36,368)     (21,222)
                                                                ---------    ---------

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

         CASH FLOWS FROM FINANCING ACTIVITIES
         Advances from (repayments on) lines of credit, net         3,667       (1,212)
         Proceeds from note payable                                25,000           --
         Repayments on note payable                                  (670)          --
                                                                ---------    ---------
                                                                   27,997       (1,212)

         NET CHANGE IN CASH                                        (8,371)     (22,434)
         Cash, beginning of period                                112,974      123,794
                                                                ---------    ---------

         CASH, END OF PERIOD                                    $ 104,603    $ 101,360
                                                                =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH
             FLOW INFORMATION
              Interest paid                                     $   2,035    $   2,259
                                                                =========    =========

              Income taxes paid                                 $      --    $      --

NON-CASH INVESTING AND FINANCING ACTIVITIES
              Payment of litigation settlement by stockholder   $  85,000    $      --
                                                                =========    =========
</TABLE>


                                       5
<PAGE>

                         HOMELIFE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. MANAGEMENT'S PLAN AND FUTURE OPERATIONS

      At  November  30,  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 previous 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.

                                       6
<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
November 30, 2004 are as follows:

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

 $4,643     $4,680       $5,098       $5,555      $4,354


NOTE 4. LEASE ARRANGEMENTS

      In September 2004, the Company  exercised their option to cancel the lease
      for the California office. In accordance with the lease terms, the Company
      paid an early termination fee of $2,000, after vacating the premises.

      In October  2004,  the  Company  entered  into a new office  lease for the
      California operations. The lease is for a term of three years, with annual
      rent of $18,596,  $21,638,  and $22,991 for the first,  second,  and third
      years of the lease term, respectively.

      Future minimum rental payments as of November 30, 2004 are as follows:

      2005                                                      $ 19,666
      2006                                                        21,864
      2007                                                        19,159

                                                                $ 60,689

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.

                                       7
<PAGE>

      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.

THREE MONTHS ENDED  NOVEMBER 30, 2004  (UNAUDITED)  COMPARED TO THE THREE MONTHS
ENDED NOVEMBER 30, 2003 (UNAUDITED).

      REVENUES.  The Company  generated  gross sales of $131,512 for the quarter
ended  November  30, 2004  compared  to gross sales of $153,150  for the quarter
ended November 30, 2003. Revenue by business segment is shown below:

                              November 30, 2004            November 30, 2003
                                Amount      %               Amount       %
                              ---------    ---             ---------    ---
Royalty & franchise fees       $100,819     77             $ 118,695     78
Home warranty sales              27,534     21                28,007     18
Other                             3,159      2                 6,448      4
                              ---------    ---             ---------    ---
TOTAL                         $ 131,512    100             $ 153,150    100
                              =========    ===             =========    ===

Royalty  fees &  franchise  fees were  lower by 15% due to the slow real  estate
market in Michigan.  Home warranty fees were comparable for the two periods. The
real  estate  market in  Michigan  continues  to be  stagnant  and the market in
California is continuing to taper off.

      DIRECT COSTS. Direct costs are comparable to the prior year second quarter
and correspond to the warranty revenue. Commission costs were minimal during the
period in relation to the minor sales (in other income).

      SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits decreased from
$55,356 for the three  months  ended  November 30, 2003 to $44,251 for the three
months ended  November 30, 2004.  This decrease of $11,105 was the result of two
employees who left the company and have not been replaced.

      GENERAL AND  ADMINISTRATIVE.  General and  administrative  costs increased
$17,753 from the quarter ended  November 30, 2003.  The increase was primarily a
result of the payments to the  bi-annual  sweepstakes  winners.  This expense is
only paid every  other year and  therefore  the amount was not  incurred  in the
prior year.

      OCCUPANCY.  Occupancy costs were lower for the current quarter compared to
the prior year quarter as a result of the CA corporate office move.

      FINANCIAL. Financial costs were comparable for both periods.

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

      AMORTIZATION. Amortization of intangibles was comparable for both periods.

                                       8
<PAGE>

SIX MONTHS ENDED NOVEMBER 30, 2004 (UNAUDITED)  COMPARED TO THE SIX MONTHS ENDED
NOVEMBER 30, 2003 (UNAUDITED).

      REVENUES. The Company generated gross sales of $295,055 for the first half
of fiscal year 2005 compared to gross sales of $335,801 for first half of fiscal
year 2004. Revenue by business segment is shown below:

                                      November 30, 2004       November, 2003
                                       Amount      %           Amount    %
                                       ------    ----        ---------   ---
         Royalty & franchise fees    $ 218,778     74        $ 239,281    71
         Home warranty sales            61,714     21           61,249    18
         Other                          14,563      5           35,271    11
                                     ---------   ----        ---------   ---
         TOTAL                       $ 295,055    100        $ 335,801   100
                                     =========   ====        =========   ===

Royalty fees & franchise  fees were lower for the six months ended  November 30,
2004  compared to the prior year same period due to lower sales in the  Michigan
office in the second  quarter.  Home warranty fees were  comparable  for the two
periods.  Other income,  which  consists of real estate sales,  was lower in the
current year due to fewer  transactions  than in the prior year.  This is also a
result of the stagnant real estate market in Michigan and noticeable slowdown in
the California market.

      DIRECT COSTS.  Direct costs have  decreased from the prior year first half
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
$20,938,  from  $121,241 for the six months ended  November 30, 2003 to $100,303
for the six months ended November 30, 2004.  This decrease was the result of two
employees who left the company and have not been replaced.

      GENERAL AND  ADMINISTRATIVE.  General and  administrative  costs decreased
$29,902  or 20% from  the same  period  in the  prior  year.  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
expenditures in the current year.

      OCCUPANCY. Occupancy costs were comparable for both periods.

      FINANCIAL. Financial costs were comparable for both 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 $189,034 as of November 30, 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.

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.


                                       9
<PAGE>

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.

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

         None.


                                       10
<PAGE>

ITEM 5.  OTHER INFORMATION.

         None.


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

         (a) Exhibits:

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

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

         (b) Reports on Form 8-K:

             None.


                                       11
<PAGE>

                                   SIGNATURES

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

HOMELIFE, INC.
--------------
 Registrant


By: /s/ Andrew Cimerman                             Date: January  14, 2005
    ------------------------------                  -----------------------
    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: January 14, 2005
    -------------------------------                 ----------------------
    Chief Executive Officer, President, Director