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, 2006

[ ]   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.)

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) 241-3030

      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 |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).

                                                Yes |_| No |X|

    The issuer had 12,371,886 common shares outstanding as of August 31, 2006

Transitional Small Business Disclosure Format (check one):

                                                Yes |_| No |X|

<PAGE>

                                 HOMELIFE, INC.

                                      INDEX

                                                                        PAGE NO.
                                                                        --------

PART I - FINANCIAL INFORMATION                                               1.

Item 1. Financial Statements                                                 1.

         Consolidated Balance Sheet at August 31, 2006 (Unaudited)           1.

         Consolidated Statements of Operations for the three months ended    3.
                  August 31, 2006 and 2005 (Unaudited)

         Consolidated Statements of Cash Flows for the three months ended    4.
                  August 31, 2006 and 2005 (Unaudited)

         Notes to Consolidated Financial Statements                          5.

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

Item 3. Controls and Procedures                                              8.

PART II - OTHER INFORMATION                                                  8.

Item 1. Legal Proceedings                                                    8.

Item 2. Changes in Securities and Use of Proceeds                            9.

Item 3. Defaults Upon Senior Securities                                      9.

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

Item 5. Other Information                                                    9.

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

Signatures.                                                                  10.

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
Consolidated Balance Sheet
At August 31, 2006
(unaudited)

ASSETS
         Current Assets
         Cash                                                           $ 77,297
         Marketable securities, at fair value                                900
         Accounts receivable, net                                         15,122
         Prepaid expenses and deposits                                    31,147
                                                                        --------
         Total Current Assets                                            124,466

         Property and Equipment, net                                         143

         Other Assets
         Goodwill                                                        225,943

         Other Intangible Assets, net                                     30,022
                                                                        --------

         Total Assets                                                   $380,574
                                                                        ========


                                       1
<PAGE>

HOMELIFE, INC.
Consolidated Balance Sheet (Continued)
At August 31, 2006
(unaudited)

LIABILITIES AND STOCKHOLDERS' DEFICIT
         Current Liabilities

         Bank indebtedness                                          $    93,086
         Accounts payable                                               187,988
         Reserve for warranty                                            44,890
         Deferred revenue                                                35,900
                                                                    -----------
         Total Current Liabilities                                      361,864

         Other Liabilities

         Due to Stockholder                                             179,595
                                                                    -----------

         Total Liabilities                                              541,459

         Minority Interest                                               20,843

         Stockholders' Deficit

         Capital Stock                                                1,037,372

         Additional Paid in Capital                                   3,731,741

         Accumulated Other Comprehensive Loss                            (1,747)

         Accumulated Deficit                                         (4,949,094)
                                                                    -----------

         Total Stockholders' Deficit                                   (181,728)

         Total Liabilities and Stockholders' Deficit                $   380,574


                                       2
<PAGE>

HOMELIFE, INC.
Consolidated Statements of Operations
Three months ended August 31, 2006 and 2005
(unaudited)

                                                        2006               2005
                                                ------------       ------------
         REVENUE

         Royalty and franchise fees             $     91,585       $    150,302
         Warranty fees                                23,066             30,471
         Brokerage Income                                 --             29,983
         Other income                                  3,269                796
                                                -------------------------------

         Total Revenue                               117,920            211,552

         DIRECT COSTS                                  9,155             63,589
                                                -------------------------------

         GROSS PROFIT                                108,765            147,963
                                                -------------------------------

         EXPENSES

         Salaries and fringe benefits                 42,866             62,395
         General and administrative                   55,690             92,823
         Occupancy                                    12,244             11,466
         Financial                                     5,188              4,311
         Depreciation                                  1,865             15,000
         Amortization                                 12,963             12,963
                                                -------------------------------

         Total Expenses                              130,816            198,958
                                                -------------------------------

          NET LOSS                                   (22,051)           (50,995)

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

         WEIGHTED-AVERAGE NUMBER OF               12,371,886         12,371,886
          COMMON SHARES


                                       3
<PAGE>

HOMELIFE, INC.
Consolidated Statements of Cash Flows
Three months ended August 31, 2006 and 2005
(unaudited)

<TABLE>
<CAPTION>
                                                                                         2006          2005
                                                                                     --------      --------
<S>                                                                                  <C>           <C>
         CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                                    $(22,051)     $(50,995)
         Adjustments to reconcile net loss to net cash from operating activities
         Depreciation                                                                   1,865        15,000
         Amortization                                                                  12,963        12,963
         Changes in assets and liabilities
         Accounts receivable                                                           (5,086)        6,910
         Prepaid expenses and deposits                                                     --          (240)
         Accounts payable                                                              22,098        23,885
         Reserve for warranty                                                          (2,063)           --
         Deferred revenue                                                              (4,380)           --
                                                                                     ----------------------
         Net Cash Flows from Operating Activities                                       3,346         7,523
                                                                                     ----------------------
         CASH FLOWS FROM INVESTING ACTIVITIES                                              --            --
                                                                                     ----------------------

         CASH FLOWS FROM FINANCING ACTIVITIES
         Advances from lines of credit, net                                            12,853        (1,321)
         Due to stockholder                                                             8,886         7,738
         Repayments on note payable                                                    (1,164)         (790)

         Net Cash Flows from Financing Activities                                      20,575         5,627

         NET CHANGE IN CASH                                                            23,921        13,150
         Cash, beginning of period                                                     53,376        75,360

         CASH, END OF PERIOD                                                         $ 77,297      $ 88,510
                                                                                     ======================

SUPPLEMENTAL DISCLOSURE OF CASH
             FLOW INFORMATION
              Interest paid                                                          $  1,174      $  1,433
                                                                                     ======================

              Income taxes paid                                                      $     --      $     --
                                                                                     ======================
</TABLE>


                                       4
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. MANAGEMENT'S PLAN AND FUTURE OPERATIONS

      At August 31, 2006, 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:

            - attempting to raise additional  funding through private and public
            offering,

            - investigating and pursuing potential mergers/acquisitions,

            - the core business of franchising nationwide

            - making  efforts  to reduce  unnecessary  operating  expenses  on a
            monthly basis

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

      Reclassifications

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


                                       5
<PAGE>

Note 3. LETTER OF INTENT

      On September  11, 2006 the Company  entered into an Agreement  and Plan of
      Merger with MIT Holding,  Inc. This agreement provides the following:  (1)
      tax free  reorganization  with MIT Holding,  Inc.  whereby MIT becomes the
      wholly owned  subsidiary of HomeLife;  (2) $250,000 payment to the Company
      to pay present liabilities; (3) Andrew Cimerman will retain 240,000 shares
      of the Company  common  stock after a 4.2 to 1 reverse  stock  split;  Mr.
      Cimerman  will  retire a certain  amount of shares  since he will own more
      than 240,000  shares after the 4.2 to 1 reverse stock split and the assets
      will be spun off to him in  consideration  for  retirement of such shares.
      The  transaction  has a closing date of September  29, 2006,  with a final
      closing date of October 31, 2006.  Closing will occur after MIT's required
      financial  statements  are  completed  and the  Company has  undertaken  a
      fairneess opinion for the spin off of the assets to Mr. Cimerman.

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

Overview

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

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

      The  following  is  management's  discussion  and  analysis of  HomeLife's
financial condition and results of operations. Detailed information is contained
in the financial  statements included with this document.  This section contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Company's plans, objectives,  expectations and intentions. The
cautionary  statements made in this document should be read as being  applicable
to all related forward-looking statements wherever they appear in this document.


                                       6
<PAGE>

Three  Months  Ended  August 31, 2006  (unaudited)  compared to the Three Months
Ended August 31, 2005 (unaudited).

      Revenues.  The Company  generated  gross sales of $117,920 for the quarter
ended August 31, 2006  compared to gross sales of $211,552 for the quarter ended
August 31, 2005. Revenue by business segment is shown below:

<TABLE>
<CAPTION>
                               August 31, 2006                August 31, 2005
                                    Amount         %               Amount          %
                                   --------     --------          --------     --------
<S>                                <C>               <C>          <C>               <C>
      Royalty & franchise fees     $ 91,585           78          $150,302           71
      Home warranty sales            23,066           20            30,471           14
      Brokerage income                   --           --            29,983           14
      Other                           3,269            2               796            1
                                   --------     --------          --------     --------
      TOTAL                        $117,920          100          $211,552          100
                                   ========     ========          ========     ========
</TABLE>

Royalty  fees &  franchise  fees were lower in the  current  quarter  due to the
overall slow down in the real estate market.  Fewer offices and fewer sales have
led to the  decline.  Home  warranty  fees  were  lower in the  current  quarter
compared  to the  prior  year due to fewer  contracts  written  and a lower  per
contract  average than in the prior year.  There was no brokerage  income during
the current fiscal year first quarter.

      Direct  Costs.  Direct costs on total  revenue in the current  quarter are
lower than the first quarter last year due to no brokerage  income and therefore
no brokerage  commissions.  Additionally,  warranty claims for the first quarter
were lower than the same quarter last year.

      Salaries and fringe benefits.  Salaries and fringe benefits decreased from
$62,395  for the three  months  ended  August 31,  2005 to $42,866 for the three
months ended August 31, 2006.  This decrease is a result of one less employee in
Michigan and a lower salary for a California employee during the current year.

      General and administrative.  General and administrative costs are lower in
the  current  fiscal  quarter  compared  to prior year due to less  marketing  &
promotion, professional fees and office expense.

      Occupancy. Occupancy costs were comparable for the similar periods.

      Financial.  Financial  costs were higher for the quarter  ended August 31,
2006 due to the accrued interest on the higher average outstanding amount due to
shareholder.

      Depreciation.  Depreciation  of fixed  assets was lower during the quarter
ended August 31, 2006 as many assets became fully depreciated.

      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 the
use of its lines of credit.  The  Company  has  recorded  significant  operating
losses in the prior two years.  These  losses  are  primarily  due to  increased
direct costs and operating  expenses.  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 $237,398 as of August 31, 2006.  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 financing through private and public offerings.


                                       7
<PAGE>

      Application  of Critical  Accounting  Policies.  The  Company's  financial
statements  and  accompanying  notes are prepared in accordance  with  generally
accepted  accounting  principles  in  the  United  States.  Preparing  financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities,  revenue, and expenses. These estimates
and assumptions are affected by management's application of accounting policies.
Critical  accounting  policies  for the  Company  include  revenue  recognition,
goodwill and accounting for income taxes.

The Company recognizes revenue in accordance with Staff Accounting  Bulletin No.
101,  "Revenue  Recognition  in Financial  Statements".  The Company  recognizes
revenue when it is realized or  realizable  and earned.  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.

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 consolidated 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.

Item 3. Controls and Procedures

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      None.


                                       8
<PAGE>

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.

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:

            Entry into a Material Definitive Agreement, Financial Statements and
            Exhibits - filed September 15, 2006


                                       9
<PAGE>

                                   SIGNATURES

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

      HOMELIFE, INC.
      Registrant

      By: /s/ Andrew Cimerman                            Date: October  16, 2006
          --------------------------------------------         -----------------
          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  16, 2006
          --------------------------------------------         -----------------
          Chief Executive Officer, President, Director


                                       10