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, 2002

[ ]  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 6,108,586 shares outstanding as of August 31, 2002

Transitional Small Business Disclosure Format (check one):

                                 Yes     No X

<PAGE>

                                 HOMELIFE, INC.

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

PART I - FINANCIAL INFORMATION                                                1.

Item 1. Financial Statements                                                  1.

     Consolidated Unaudited Balance Sheet as of August 31, 2002               1.

     Comparative Unaudited Consolidated Statements of Operations              3.
        for the three months ended August 31, 2002 and 2001

     Comparative Unaudited Consolidated Statements of Cash Flows              4.
        for the three months ended August 31, 2002 and 2001

     Notes to Unaudited Consolidated Financial Statements                     5.

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation.                                  13.

PART II - OTHER INFORMATION                                                  15.

Item 1. Legal Proceedings.                                                   15.

Item 2. Changes in Securities and Use of Proceeds.                           15.

Item 3. Defaults Upon Senior Securities.                                     16.

Item 4. Submission of Matters to a Vote of Security Holders.                 16.

Item 5. Other Information.                                                   16.

Item 6. Exhibits and Reports of Form 8-K.                                    16.
     (a)  Exhibits
     (b)  Reports on Form 8-K

Item 7. Certification.                                                       19.

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET
AS OF AUGUST 31, 2002
(UNAUDITED)

ASSETS
Current Assets
     Cash                                                           $   131,291
     Marketable securities, at fair value                                   900
     Accounts receivable                                                 17,639
     Prepaid expenses and deposits                                       34,862
                                                                    -----------
                                                                        184,692

     Property and Equipment                                             243,012

     Goodwill                                                           359,167

     Other Assets                                                       237,430

     Purchased Franchise Rights                                          50,000
                                                                    -----------

                                                                    $ 1,074,301
                                                                    ===========

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF AUGUST 31, 2002
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
     Current Liabilities

     Bank indebtedness                                              $    80,106
     Accounts payable                                                   322,550
     Reserve for warranty                                                55,052
     Dividends payable                                                    6,770
     Deferred revenue                                                   129,170
                                                                    -----------
                                                                        593,648

     Deferred Revenue                                                   113,020

     Minority Interest                                                   30,876
                                                                    -----------
                                                                        737,544

     Stockholders' Equity

     Capital Stock                                                    1,031,109

     Additional Paid in Capital                                       3,487,472

     Accumulated Other Comprehensive Gain/(Loss)                          4,715

     Accumulated Deficit                                             (4,186,539)
                                                                    -----------

                                                                        336,757

                                                                    $ 1,074,301
                                                                    ===========

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001
(UNAUDITED)

                                                         2002           2001
                                                         ----           ----
     REVENUE

     Royalty and franchise fees                      $   133,316    $   195,177
     Warranty fees                                        49,741         76,282
     Mortgage financing fees                                  --         10,607
     Real estate brokerage                                    --        411,776
     Other income                                         51,925         65,869
                                                     --------------------------

                                                         234,982        759,711

     DIRECT COSTS                                         51,335        470,669
                                                     --------------------------

                                                         183,647        289,042
                                                     --------------------------
     EXPENSES

     Salaries and fringe benefits                         79,043        119,637
     General and administrative                           59,510        117,605
     Occupancy                                            15,448         37,012
     Financial                                             1,735          5,018
     Depreciation                                         16,046         16,551
     Impairment loss on purchased franchise rights        10,000             --
     Amortization                                         12,963         20,192
                                                     --------------------------

                                                         194,745        316,015
                                                     --------------------------

     INCOME/(LOSS) BEFORE GAIN ON DISPOSAL OF
        SUBSIDIARY ASSETS                                (11,098)       (26,973)

     Gain on Disposal of Subsidiary Assets                    --         52,130
                                                     --------------------------

     INCOME/(LOSS) BEFORE MINORITY INTEREST              (11,098)        25,157

     Minority interest                                       807          1,568
                                                     --------------------------

     NET INCOME/(LOSS) APPLICABLE TO COMMON
        SHARES                                           (10,291)        26,725
                                                     ==========================

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


     WEIGHTED-AVERAGE NUMBER OF                        6,108,586      5,486,531
        COMMON SHARES

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2002 AND 2001
(UNAUDITED)

                                                             2002         2001
                                                             ----         ----
                                                               $            $
CASH FLOWS FROM OPERATION ACTIVITIES
     Net income/(loss)                                     (10,291)      26,725
     Adjustments to reconcile net income/(loss) to
        net cash provided by operating activities
     Depreciation and amortization                          29,009       36,743
     Minority interest                                        (807)      (1,568)
     Loss on trading securities                                 --        4,013
     Impairment loss on purchased franchise rights          10,000           --
     Gain on disposal of subsidiary assets                      --      (52,130)
     Shares issued for services                                 --        3,000
     Reserve for warranties                                    463        7,576
     Changes in assets and liabilities
     Change in accounts and other receivable                 6,163      (38,593)
     Change in notes receivable                                 --         (845)
     Change in prepaid expenses                               (213)       5,861
     Change in accounts payable                             (6,542)     (27,403)
     Change in notes payable                                    --           --
     Change in deferred revenue                             (6,995)     (15,705)
                                                         ----------------------

     Net cash provided by/(used in) operating activities    20,787      (52,326)
                                                         ----------------------

     CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from disposition of subsidiary assets             --       64,500
                                                         ----------------------

     Net cash provide by/(used in) investing activities         --       64,500
                                                         ----------------------

     CASH FLOWS FROM FINANCING ACTIVITIES
     Cash provided by (repayment of) bank indebtedness      (2,971)      (1,704)
                                                         ----------------------

     Net cash provided by/(used in) financing activities    (2,971)      (1,704)
                                                         ----------------------

     Effect of foreign currency exchange rates                  --        1,024

     NET INCREASE (DECREASE) IN CASH                        17,816       11,494
     Cash, beginning of period                             113,475       73,881
                                                         ----------------------

     CASH, END OF PERIOD                                 $ 131,291    $  85,375
                                                         ======================

                                       4
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE THREE MONTHS ENDED AUGUST 31, 2002

NOTE 1.   MANAGEMENT'S PLAN AND FUTURE OPERATIONS

     As of  August  31,  2002,  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,  negative  cash  flow from  operations  and
     adverse key financial ratios.  Management's plans to mitigate these adverse
     conditions and events include:

     1.   During the prior fiscal year,  the company closed the operations of an
          unprofitable  subsidiary,  HomeLife Builders Realty (Calgary) Ltd, and
          sold certain assets.
     2.   During the prior fiscal  year,  certain  cost  cutting  measures  were
          implemented  to  significantly  reduce office  rental  costs,  payroll
          expenses and certain SEC filing  costs in the Michigan and  California
          offices.
     3.   During the prior fiscal year,  the company  settled  certain  lawsuits
          regarding Network and International  Estates which will further reduce
          legal fees and management involvement.
     4.   The company is currently focusing on:
          -    the core business of franchising,
          -    the home warranty business,
          -    attempting to raise additional funding through private and public
               offering,
          -    investigating and pursing potential mergers/acquisitions.

NOTE 2.   BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

In  the  opinion  of  the  Company's  management,   the  accompanying  condensed
consolidated  financial  statements include all adjustments,  consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
position at August 31, 2002 and results of operations for the three months ended
August 31, 2002 and 2001.

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

Wholly-Owned Subsidiaries - active
----------------------------------

HomeLife  Realty  Services,  Inc.,  MaxAmerica  Financial  Services,  Inc.,  and
HomeLife California Properties, Inc. (formerly named HomeLife Properties Inc.)

Wholly Owned Subsidiaries - inactive
------------------------------------

FamilyLife  Realty  Services,  Inc., Red Carpet Broker Network,  Inc.,  National
Sellers Network, Inc., Aspen Benson & May LLC, HomeLife California Realty, Inc.,
and Builders Realty (Calgary) Ltd.

Majority-Owned Subsidiaries
---------------------------

The Keim Group Ltd. and  MaxAmerica  Home  Warranty  Company - 93.33% and 82.72%
respectively.

On  consolidation,  all material  intercompany  accounts  have been  eliminated.
Consolidation   commenced  with  the  effective  dates  of  acquisition  of  the
operations of the subsidiary  companies and these financial  statements  include
the financial  results of the  subsidiaries for the period ended August 31, 2002
and August 31, 2001.

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

                                       5
<PAGE>

In February 1998, the Company acquired  Builders Realty (Calgary) Ltd.  Builders
Realty  (Calgary) is a two-office  residential  real estate  company  located in
Calgary,  Alberta, Canada. Builders Realty (Calgary) Ltd. changed its trade name
to  HomeLife  Builders  Realty and  operates  as a wholly  owned  subsidiary  of
HomeLife, Inc.

In April 1998, the company  incorporated  National Sellers  Network,  Inc., as a
Nevada  corporation,  to  function as a real  estate  licensing  company for the
National Real Estate Services trade name.  National Sellers  Network,  Inc. is a
wholly  owned  subsidiary  of the  Company.  Also in  April  1998,  the  company
incorporated  Red Carpet  Broker  Network,  Inc.,  as a Nevada  corporation,  to
function  as a real  estate  licensing  company  for the Red Carpet  Real Estate
Services  trade name.  Red Carpet Real  Estate  Services,  Inc. is also a wholly
owned subsidiary of the Company.

In August 1998, the Company incorporated  HomeLife Properties,  Inc. as a Nevada
corporation  to function as a buyer and seller of real  property.  This  company
currently has no operations and is a wholly owned subsidiary of HomeLife.

In September  1998, the company  acquired the investment  banking firm of Aspen,
Benson & May, LLC. Aspen,  Benson & May, LLC currently has no operations and the
Company does not anticipate  operating  through this subsidiary  during at least
the next 12 months.

In November 1998, the Company sold a master franchise in Germany.

In January  1999,  the  Company's  Builders  Realty  (Calgary)  Ltd.  subsidiary
purchased the assets and business of HomeLife  Higher  Standards,  a real estate
brokerage firm in Calgary, Alberta, Canada.

In September  2001, the company sold certain assets of  HomeLifeBuilders  Realty
(Calgary) Ltd., a wholly owned subsidiary, for $38,700.

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 Inc.

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, HomeLife California Properties Inc.

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 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

                                       6
<PAGE>

Marketable  securities represent trading securities which have been reflected at
their fair market value at the year-end.

(e)  Advertising Costs

Advertising costs represent prepaid preprinted  advertising materials which have
been amortized over three years. For the period ended August 31, 2002, there are
no unamortized advertising costs.

(f)  Other Financial Instruments

The carrying amount of the Company's other  financial  instruments  approximates
fair value  because of the short  maturity of these  instruments  or the current
nature of interest rates borne by these instruments.

(g)  Long-term Financial Instruments

The fair  value of each of the  Company's  long-term  financial  assets and debt
instruments  is based on the amount of future  cash flows  associated  with each
instrument  discounted using an estimate of what the Company's current borrowing
rate for similar instruments of comparable maturity would be.

(h)  Amortization of Property and Equipment

Amortization  of property  and  equipment  is provided  using the  straight-line
method as follows:

          Furniture and fixtures                              7 years
          Computer equipment and software                     7 years
          Leasehold improvements                              7 years
          Automobile                                          4 years

(i)  Goodwill

During the year ended the company  adopted the  Financial  Accounting  Standards
Board  issued  Statements  of  Financial  Accounting  Standards  (SFAS) No. 142,
"Goodwill  and Other  Intangible  Assets."  Under the new  rules,  goodwill  and
indefinite  lived  intangible  assets are no longer  amortized  but are reviewed
annually for impairment. Separable intangible assets that are not deemed to have
an indefinite  life will continue to be amortized  over their useful lives.  The
amortization  provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired  after June 30, 2001.  With respect to goodwill and  intangible  assets
acquired  prior to July 1, 2001,  the Company began  applying the new accounting
rules  effective  June  1,  2001.  Consequently  the  company  has  changed  its
accounting  policy  of  amortizing  goodwill  over 40 years to the  amortization
provisions of SFAS No. 142.

(j)  Amortization of Other Assets

     Amortization  of  other  assets  is on a  straight-line  basis  over  their
estimated useful lives as follows:

          Trademarks and franchise rights                    10 years

(k)  Impairment

The Company's  policy is to record an  impairment  loss against the balance of a
long-lived asset in the period when it is determined that the carrying amount of
the asset may not be recoverable.  This  determination is based on an evaluation
of such factors as the occurrence of a significant  event, a significant  change
in the  environment  in which the  business  assets  operate or if the  expected
future  non-discounted cash flows of the business was determined to be less than
the carrying value of the assets.  If impairment is deemed to exist,  the assets
will be  written  down to fair  value.  Management  also  evaluates  events  and
circumstances  to  determine  whether  revised  estimates  of  useful  lives are
warranted. As of August 31, 2002, management expects its long-lived assets to be
fully recoverable.

                                       7
<PAGE>

(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 which represent incurred but not reported losses (IBNR)
under these  warranties have been recorded as reserve for warranty and are based
on past loss 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

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  consolidated
financial  statements  for fiscal years  beginning  after December 15, 1995. The
company has adopted the disclosure provisions of SFAS No. 123 for employee stock
based compensation.  Accordingly, compensation cost for stock option is measured
as the excess,  if any, of the quoted market price of the company's stock at the
measurement  date over the amount an employee must pay to acquire the stock. See
note 14 (f) for a summary of the pro-forma EPS  determined as if the company had
applied FAS No. 123. The company's  stock option plan prior to 1997 which vested
immediately  and therefore  there are no expense  amounts to be reflected in the
current consolidated  financial statements.  The company will use the fair value
approach for stock option plan granted to non-employees according to EITF 96-18.
There were no stock options  granted to  non-employees  in fiscal years 2002 and
2001.

(n)  Stock-Based Compensation

In December 1995,  SFAS No. 123,  Accounting for Stock-Based  compensation,  was
issued.  It introduced  the use of a fair  value-based  method of accounting for
stock-based  compensation.  It  encourages,  but does not require,  companies to
recognize  compensation expense for stock-based  compensation to employees based
on the new fair value accounting  rules.  Companies that choose not to adopt the
new rules will  continue to apply the  existing  accounting  rules  contained in
Accounting  Principles  Board  Opinion No. 25,  Accounting  for Stock  Issued to
Employees. However, SFAS No. 123 requires companies that choose not to adopt the
new fair value  accounting  rules to disclose  pro forma net income and earnings
per  share  under  the new  method.  SFAS No.  123 is  effective  for  financial
statements for fiscal years  beginning  after December 15, 1995. The Company has
adopted the disclosure  provisions of SFAS No. 123 for both employee stock based
compensation.  The  Company's  stock  option  plan  prior to 1997  which  vested
immediately  and therefore  there were no expense amounts to be reflected in the
current financial  statements.  The Company has used the fair value approach for
stock option plan granted to non-employees according to EITF 96-18.

(o)  Foreign Currency Translation

Builders Realty (Calgary) Ltd., a wholly-owned  subsidiary,  maintains its books
and records in Canadian  dollars.  Balance sheet accounts are  translated  using
closing  exchange  rates in effect 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  into United States  dollars at
the rates on the  respective  dates or at any other certain  rates.  Adjustments
resulting from the translation are included in accumulated  other  comprehensive
income in stockholders' equity.

(p)  Net Income (Loss) and Fully Diluted Net Income (Loss) Per Weighted  Average
Common Stock

Net income (loss) per Common stock is computed by dividing net income (loss) for
the year by the weighted average number of Common stock  outstanding  during the
year.

                                       8
<PAGE>

Fully  diluted net income  (loss) per Common  stock is computed by dividing  net
income  (loss)  for the year by the  weighted  average  number of  Common  stock
outstanding  during  the  year,  assuming,  except  where  the  result  would be
anti-dilutive,  that  all  convertible  Preferred  shares  were  converted,  the
contingent  Common stock were issued,  the warrant was  exercised  and the stock
options granted were  exercised.  The shares to be issued have not been included
in the calculation as the number of shares to be issued is not determinable.

(q)  Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principals  in the United States of America  requires  management to
make estimates and assumptions  that affect certain  reported  amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

NOTE 4.   BANK INDEBTEDNESS

At August 31, 2002, the company had three  available  lines of credit under bank
loan  agreements.  Two of the  lines  amounted  to  $80,106  combined  and  were
unsecured  operating credit lines bearing interest at the rate of 16% per annum.
These lines were held by the corporate  office in California.  The third line of
credit  amounted  to  $29,198  (Canadian  $50,000)  and was held by the  Calgary
office.  This  operating  credit  facility  bears  interest at the bank's  prime
lending rate plus 2% per annum with interest payable  monthly.  All three credit
facilities are guaranteed by a major shareholder of the company.

NOTE 5.   CAPITAL STOCK

(a)  Authorized

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

2,000  Class AA  Preferred  shares of $500 par value,  8%  cumulative  dividend,
non-voting, redeemable at face value by the Company. Convertible after 12 months
from the date of issuance, at the option of the shareholder, to Common shares at
a price equal to 125% of the face value of the Class AA shares as compared  with
the market price of the Common stock.

100,000,000 Common shares of $0.001 par value

(b)  Issued

        10,000   Class A Preferred shares
            50   Class AA Preferred shares
     6,108,586   Common shares

(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.

                                       9
<PAGE>

During the prior fiscal year,  replacement  warrants  were issued.  The ten year
warrants are for the purchase of an aggregate of 200,000  shares of common stock
at $1.75 per share.  The  company  recorded  these  replacement  warrants in the
amount of $8,564 as expense.

(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 mabe 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

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. As of August 31, 2002, options to various employees of the company
to acquire  130,000  Common stock had been  granted  under the stock option plan
with the following terms:

     100,000  Common shares at $3 per share, granted in February, 1998, vested
              and exercisable for 5 years
      30,000  Common shares at $5 per share, granted in September, 1998, vested
              and exercisable for 5 years

(f)  Earnings per share

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

     i.   Conversion of 10,000 Class A Preferred shares to Common shares
     ii.  Conversion of 50 Class AA Preferred shares to Common shares
     iii. Exercise of warrant which  entitles  holder to acquire  200,000 Common
          shares at $1.75 per share
     iv.  Exercise of stock options to acquire 130,000 issuance of Common shares
     v.   Common stock which may be required

NOTE 6.   PROMISSORY NOTE RECEIVABLE

The company  issued  265,000  HomeLife Inc.  shares in exchange for a promissory
note receivable of $250,000.  On October 8, 1999, the promissory note receivable
in the amount of $250,000 was  guaranteed  by 100,000  shares of Pioneer  Growth
Corp. ("Pioneer"). The value of these Pioneer shares have been guaranteed by the
issuer of the promissory note for $250,000 (the "guaranty"). Should the value of
the Pioneer shares be less than $250,000 on the due date of the promissory note,
October 8, 2000, the issuer of the note has the option to make up the difference
in  cash,  or make up the  difference  with  HomeLife  Inc.'s  common  stock  by
providing  one share of  HomeLife,  Inc's  common  stock for each dollar that is
deficient.

On November 1, 2000,  the company  agreed to accept full  ownership  rights to a
company, Consolidated International Telecom, Inc. ("Consolidated"),  in exchange
for the 100,000 shares of Pioneer, the guaranty and to extend the repayment date
of the  promissory  note from October 8, 2000 to December 31, 2001.  The company
has no  expectation  of receipt of payment of this  subscription  receivable  of
$250,000 and has written off this amount in the prior fiscal year.

                                       10
<PAGE>

NOTE 7.   SEGMENTED INFORMATION

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

a)   Revenue by Geographic Area
                                                           2002          2001
                                                        $             $
     United States of America                             234,982       347,935
     Canada                                                    --       411,776
                                                        -----------------------

                                                          234,982       759,711
                                                        =======================

b)   Net Income (Loss) by Geographic Area

     United States of America                             (10,291)       42,710
     Canada                                                    --       (15,985)
                                                        -----------------------

                                                          (10,291)       26,725
                                                        =======================

c)   Identifiable Assets by Geographic Area

     United States of America                           1,074,301     1,446,326
     Canada                                                    --       176,083
                                                        -----------------------

                                                        1,074,301     1,622,409
                                                        =======================

d)   Amortization by Geographic Area

     United States of America                              12,963        20,192
     Canada                                                    --            --
                                                        -----------------------

                                                           12,963        20,192
                                                        =======================

d)   Revenue by industry

     Real Estate Franchise                                133,316       195,177
     Real Estate Brokerage                                     --       411,776
     Mortgage Financing                                        --        10,607
     Home Warranty                                         49,741        76,282
     Other                                                 51,925        65,869
                                                        -----------------------

     Total                                                234,982       759,711
                                                        =======================


                                                           2002          2001
                                                        $             $
e)   Net income (loss) by industry

     Real Estate Franchise                                  4,751        44,101
     Real Estate Brokerage                                     --       (15,985)
     Mortgage Financing                                      (100)        2,393
     Home Warranty                                        (16,276)       (6,390)
     Other                                                  1,334         2,606
                                                        -----------------------

     Total                                                (10,291)       26,725
                                                        =======================

                                       11
<PAGE>

f)   Identifiable assets by industry

     Real Estate Franchise                                882,966     1,237,710
     Real Estate Brokerage                                     --       176,083
     Mortgage Financing                                    75,020        77,115
     Home Warranty                                        101,256       116,437
     Other                                                 15,059        15,064
                                                        -----------------------

     Total                                              1,074,301     1,622,409
                                                        =======================

g)   Amortization by industry

     Real Estate Franchise                                 12,963        19,814
     Real Estate Brokerage                                     --            --
     Mortgage Financing                                        --            --
     Home Warranty                                             --           378
                                                        -----------------------

     Total                                                 12,963        20,192
                                                        =======================

NOTE 8.   RELATED PARTY TRANSACTIONS

     In the current quarter, the Company accrued $7,500 for licensing expense to
     a company controlled by the President.

NOTE 9.   CONTINGENCY

     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 $455,000 (Canadian  $695,000).  Should any expenditures
     be incurred by the company for the resolution of this lawsuit, they will be
     charged  to the  operations  of the year in  which  such  expenditures  are
     incurred.


NOTE 10.  SUBSEQUENT EVENT

     On October 1, 2002,  the company  entered into a  reorganization  agreement
     with Anza Capital Inc. The reorganization agreement is conditioned upon the
     approval of the Board of Directors and  shareholders  of HomeLife  Inc., as
     well as two  institutional  investors and the shareholders of Anza Capital,
     Inc. Under this agreement,  should the agreement be approved, all assets of
     HomeLife  Inc.,  with the exception of the public entity and the Red Carpet
     real estate brokerage trademark and associated franchise operations,  would
     be assigned to the  President & CEO, Mr. Andrew  Cimerman,  in exchange for
     his majority interest in HomeLife Inc.

     The company is involved in a lawsuit with a franchisee  of Red Carpet Keim.
     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

                                       12
<PAGE>

     value of HomeLife Inc.  Should any  expenditures be incurred by the company
     for the resolution of this lawsuit,  they will be charged to the operations
     of the year in which such expenditures are incurred.

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 the prior fiscal
year. 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 fiscal year 2000, HomeLife has formed a strategic
alliance with Allstate  Funding.  Allstate  Funding provides loan processing and
underwriting for MaxAmerica  Financial Services,  Inc., the real estate mortgage
brokerage subsidiary of HomeLife.

     On October 1, 2002,  the company  entered into a  reorganization  agreement
with Anza Capital  Inc. The  reorganization  agreement is  conditioned  upon the
approval of the Board of Directors and shareholders of HomeLife Inc., as well as
two  institutional  investors and the  shareholders of Anza Capital,  Inc. Under
this agreement, should the agreement be approved, , all assets of HomeLife Inc.,
with the exception of the public entity and the Red Carpet real estate brokerage
trademark  and  associated  franchise  operations,  would  be  assigned  to  the
President & CEO, Mr. Andrew Cimerman,  in exchange for his majority  interest in
HomeLife Inc.

     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  AUGUST 31, 2002  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED AUGUST 31, 2001 (UNAUDITED).
----------------------------------

     REVENUES.  The Company  generated  gross sales of $234,982  for the quarter
ended August 31, 2002  compared to gross sales of $759,711 for the quarter ended
August 31, 2001. Revenue by business segment is shown below:

                                       13
<PAGE>

                                    August 31, 2002         August 31, 2001
                                   Amount        %         Amount        %
                                   ------        -         ------        -

     Real estate brokerage             --          --     411,776          54
     Royalty & franchise fees     133,316          57     195,177          26
     Mortgage financing                --          --      10,607           1
     Home warranty sales           49,741          21      76,282          10
     Other                         51,925          22      65,869           9
                                  -------     -------     -------     -------
     TOTAL                        234,982         100     759,711         100
                                  =======     =======     =======     =======

The  largest  decrease  in revenue  from  fiscal  year 2001 was from real estate
brokerage.  The Company sold certain assets of Builders Realty  (Calgary) at the
end of the first quarter,  in the prior fiscal year. The remaining product lines
and decrease in revenues  from the prior fiscal year was a direct  result of the
terrorist  attacks  of  September  11,  2001 and its  adverse  affect  on the US
economy.

Royalty fees & franchise fees combined  decreased from the prior fiscal year due
to fewer  offices  in the  current  fiscal  year.  Additionally,  no new  master
franchises have been sold in the current fiscal year.

Mortgage  financing  was not earned  during the current  fiscal  year.  There is
strong  competition  in this area and the record low mortgage  financing  rates.
Additionally,  the  company no longer  has a  dedicated  individual  to sell the
financing at the current time.

Home warranty sales were lower in the current year first quarter compared to the
same  period in the prior year due to a general  downturn in the  Michigan  real
estate  market  over the past year.  This is another  area where the  company no
longer has a dedicated individual to market home warranties.

     DIRECT  COSTS.  Consistent  with the  decrease in overall  revenues  mainly
attributable to the closing of the operations of Builders Realty (Calgary),  the
direct costs are lower in the current year due to no sale commissions associated
with the revenue.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$119,637  for the three  months  ended  August 31, 2001 to $79,043 for the three
months  ended August 31,  2002.  This  decrease of $40,594 was the result of two
employees who left the company and have not been replaced.  The remainder of the
reduction  relates to the payroll  associated with the closing of the operations
of Builders Realty (Calgary).

     GENERAL AND ADMINISTRATIVE.  General and administrative  costs decreased to
$59,510 for the quarter  ended  August 31,  2002 from  $117,605  for the quarter
ended  August  31,  2001.  The  decrease  was  primarily  due to the  closing of
operations of Builders Realty (Calgary) in addition to a company wide monitoring
of expenses.

     OCCUPANCY.  The decrease of $21,564 in occupancy  costs from first  quarter
fiscal year 2002  compared to first  quarter  fiscal year 2001  results from the
Michigan and California  corporate  offices  moving or reducing  office space to
reduce  costs  as  well as to the  closing  of  operations  of  Builders  Realty
(Calgary).

     FINANCIAL. Financial costs were lower for the quarter ended August 31, 2002
due to less interest and bank charges paid than in the prior year.

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

     AMORTIZATION.  Amortization of intangibles was $20,192 for the three months
ended  August 31, 2001 and $12,963 for the three  months  ended August 31, 2002.
The decrease in the current  fiscal year relates to the  implementation  of FASB
142.

     IMPAIRMENT  LOSS.  During the prior  fiscal  year,  the Company  received a
franchise right in lieu of payment of a note  receivable  from a franchisee.  An
impairment  loss of  $10,000  was  recognized  during  the first  quarter of the
current fiscal year.

     MINORITY  INTEREST.  Minority interest decreased due to the combined losses
of Keim & MaxAmerica.

LIQUIDITY AND CAPITAL RESOURCES.  The Company has 3,750 shares of Voice Mobility
Inc.  as a  marketable  security,  and lines of credit  with three  banks in the
amounts of CDN$50,000 and $80,000. The Company

                                       14
<PAGE>

has recorded a loss on its  marketable  security as the share price has declined
in the public  market from the purchase  share  price.  The Company has recorded
significant  operating losses in the prior two years. These losses are primarily
due  to  amortization  and  depreciation  and  impairment  of  franchise  rights
purchased.  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 $408,956 as of August 31, 2002.  During the prior fiscal year, the
company  disposed  of  certain  assets of  Builders  Realty  (Calgary)  Ltd.,  a
wholly-owned  subsidiary  that  had  suffered  recurring  losses.  In  addition,
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.

FOREIGN  FRANCHISEES.  Foreign  franchisees  consist  of the  sale  of a  master
franchise  agreement to an  individual in Germany.  Payments for this  agreement
were  scheduled to be made in 12 quarterly  payments  beginning in October 1999.
Only partial  payments have been  received,  however,  and the company is now in
negotiations with the obligor to restructure this obligation.  Continued default
of this agreement will deprive the Company of the anticipated  payments,  but is
anticipated  to have no adverse  consequences  to the operations of the Company,
since it has no  commitments  of  capital  of  other  resources  to its  foreign
franchisees.  During the fiscal  year 2001,  the company  sold master  franchise
agreements  in Portugal and China.  During the prior  fiscal  year,  the company
received payments on the master franchise agreements in Portugal and China.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     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 $455,000 (Canadian  $695,000).  Should any expenditures
     be incurred by the company for the resolution of this lawsuit, they will be
     charged  to the  operations  of the year in  which  such  expenditures  are
     incurred.

     The company is involved in a lawsuit with a franchisee  of Red Carpet Keim.
     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.  Should any  expenditures  be incurred by the company for the
     resolution of this lawsuit,  they will be charged to the  operations of the
     year in which such expenditures are incurred.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

                                       15
<PAGE>

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.

                                       16
<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 October 15, 2002                  /s/ Andrew Cimerman
                                        ----------------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       17
<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, 2002
         --------------------------------------------           ----------------
         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, 2002
         --------------------------------------------           ----------------
         Chief Executive Officer, President, Director

                                       18
<PAGE>

ITEM 7 - CERTIFICATION
----------------------

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of  HomeLife  Inc.'s (the  "Company")  Quarterly
Report on Form 10-Q for the period  ending  August 31, 2002 with the  Securities
and Exchange  Commission on the date hereof (the "Report"),  I, Andrew Cimerman,
the President and Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                        /s/ Andrew Cimerman
                                        --------------------------
                                        Andrew Cimerman
                                        President and
                                        Chief Executive Officer

Date:  October 15, 2002

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of  HomeLife  Inc.'s (the  "Company")  Quarterly
Report on Form 10-Q for the period ending August 31, 2002,  with the  Securities
and Exchange Commission on the date hereof (the "Report"),  I, Marie M. May, the
Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                        /s/ Marie M. May
                                        --------------------------
                                        Marie M. May
                                        Chief Financial Officer
Date:  October 15, 2002