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

                                   FORM 10-QSB

                                 Amendment No. 1
                                 ---------------

[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended February 28, 2003

[ ]  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 February 28, 2003

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 February 28, 2003         1.

        Comparative Unaudited Consolidated Statements of Operations          3.
            for the three months ended February 28, 2003 and 2002

        Comparative Unaudited Consolidated Statements of Operations          4.
            for the nine months ended February 28, 2003 and 2002

        Comparative Unaudited Consolidated Statements of Cash Flows          5.
            for the three months ended February 28, 2003 and 2002

        Comparative Unaudited Consolidated Statements of Cash Flows          6.
            for the nine months ended February 28, 2003 and 2002

        Notes to Unaudited Consolidated Financial Statements                 7.

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation.                                  15.

PART II - OTHER INFORMATION                                                  18.

Item 1. Legal Proceedings.                                                   18.

Item 2. Changes in Securities and Use of Proceeds.                           18.

Item 3. Defaults Upon Senior Securities.                                     19

Item 4. Submission of Matters to a Vote of Security Holders.                 19.

Item 5. Other Information.                                                   19.

Item 6. Exhibits and Reports of Form 8-K.                                    19.
        (a)  Exhibits
        (b)  Reports on Form 8-K

Item 7. Certification.                                                       22.

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET
AS OF FEBRUARY 28, 2003
(UNAUDITED)

ASSETS
Current Assets
         Cash                                                       $     93,906
         Marketable securities, at fair value                                900
         Accounts receivable                                              20,779
         Prepaid expenses and deposits                                    34,524
                                                                    ------------
                                                                         150,109

         Property and Equipment                                          214,816

         Goodwill                                                        269,167

         Other Assets                                                    211,504

         Purchased Franchise Rights                                       40,000
                                                                    ------------

                                                                    $    885,596
                                                                    ============

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF FEBRUARY 28, 2003
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities
         Bank indebtedness                                         $     75,403
         Accounts payable                                               344,383
         Reserve for warranty                                            58,773
         Dividends payable                                                6,770
         Deferred revenue                                               115,180
                                                                   ------------
                                                                        600,509

         Deferred Revenue                                               113,020

         Minority Interest                                               23,805
                                                                   ------------
                                                                        737,334

         Stockholders' Equity

         Capital Stock                                                1,031,109

         Additional Paid in Capital                                   3,487,472

         Accumulated Other Comprehensive Gain/(Loss)                      4,715

         Accumulated Deficit                                         (4,375,034)
                                                                   ------------

                                                                        148,262
                                                                   ------------

                                                                   $    885,596
                                                                   ============

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2003 AND 2002
(UNAUDITED)

                                                     2003              2002
                                                 ------------      ------------
REVENUE

Royalty and franchise fees                       $     76,424      $    157,289
Warranty fees                                          31,719            38,521
Other income                                           51,621            26,352
                                                 ------------------------------

                                                      159,764           222,162

DIRECT COSTS                                           45,857            39,111
                                                 ------------------------------

                                                      113,907           183,051
                                                 ------------------------------
EXPENSES

Salaries and fringe benefits                           72,601            85,028
General and administrative                             42,433           112,749
Occupancy                                              14,875            13,486
Financial                                                (327)            4,048
Depreciation                                           15,036            15,963
Amortization                                           12,963            20,192
                                                 ------------------------------

                                                      157,581           251,466
                                                 ------------------------------

LOSS BEFORE MINORITY INTEREST                         (43,674)          (68,415)

Minority interest                                       5,818               208
                                                 ------------------------------

NET LOSS                                              (37,856)          (68,207)


Preferred dividends                                        --              (630)
                                                 ==============================

NET LOSS APPLICABLE TO COMMON
   SHARES                                             (37,856)          (68,837)
                                                 ==============================

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

WEIGHTED-AVERAGE NUMBER OF
 COMMON SHARES                                      6,108,586         6,108,586
                                                 ==============================

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2003 AND 2002
(UNAUDITED)

                                                      2003             2002
                                                  ------------     ------------
REVENUE

Royalty and franchise fees                        $    341,174     $    559,464
Warranty fees                                          133,502          172,104
Mortgage financing fees                                     --           22,193
Real estate brokerage                                       --          411,776
Other income                                           129,007          138,469
                                                  -----------------------------

                                                       603,683        1,304,006

DIRECT COSTS                                           148,210          572,837
                                                  -----------------------------

                                                       455,473          731,169
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                           224,153          288,120
General and administrative                             194,482          412,919
Occupancy                                               45,775           61,970
Financial                                                2,720           22,745
Depreciation                                            46,118           47,045
Impairment                                             110,000               --
Amortization                                            38,889           62,596
                                                  -----------------------------

                                                       662,137          895,395
                                                  -----------------------------

LOSS BEFORE GAIN ON DISPOSAL OF
  SUBSIDIARY ASSETS                                   (206,664)        (164,226)

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

LOSS BEFORE MINORITY INTEREST                         (206,664)        (112,096)

Minority interest                                        7,878           (6,967)
                                                  -----------------------------

NET LOSS                                              (198,786)        (119,063)

Preferred dividends                                         --           (1,890)
                                                  -----------------------------

NET LOSS APPLICABLE TO COMMON
   SHARES                                             (198,786)        (120,953)
                                                  =============================

BASIC AND FULLY DILUTED INCOME/
 (LOSS) PER COMMON SHARE                          $      (0.03)    $      (0.02)
                                                  =============================

WEIGHTED-AVERAGE NUMBER OF
 COMMON SHARE                                        6,108,586        5,758,366
                                                  =============================

                                       4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2003 AND 2002
(UNAUDITED)

<TABLE>
<CAPTION>
                                                              2003             2002
                                                          ------------     ------------
                                                                $               $
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                       <C>              <C>
Net loss                                                       (37,856)         (68,837)
Adjustments to reconcile net loss to net cash provided
   by operating activities
Depreciation and amortization                                   27,999           36,155
Minority interest                                               (5,818)            (208)
Loss on trading securities                                          --               --
Reserve for warranties                                           2,266           (6,946)
Changes in assets and liabilities
Change in accounts and other receivable                          3,359           13,877
Change in accounts payable                                       8,047           10,372
Change in deferred revenue                                      (6,995)         (30,705)
                                                          -----------------------------

Net cash provided by/(used in) operating activities             (8,660)         (46,292)
                                                          -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets                                            --               --
                                                          -----------------------------

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

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank indebtedness               (4,154)            (818)
Cash required for dividends                                         --              630
                                                          -----------------------------


Net cash provided by/(used in) financing activities             (4,154)            (188)
                                                          -----------------------------

Effect of foreign currency exchange rates                           --               --

NET INCREASE (DECREASE) IN CASH                                (12,814)         (46,480)
Cash, beginning of period                                      106,720          166,168
                                                          -----------------------------

CASH, END OF PERIOD                                       $     93,906     $    119,688
                                                          =============================
</TABLE>

                                       5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2003 AND 2002
(UNAUDITED)

<TABLE>
<CAPTION>
                                                              2003             2002
                                                          ------------     ------------
                                                                $               $
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                       <C>              <C>
Net loss                                                      (198,786)        (120,953)
Adjustments to reconcile net loss to net cash provided
   by operating activities
Depreciation and amortization                                   85,007          109,641
Minority interest                                               (7,878)           6,967
Loss on trading securities                                          --            4,350
Impairment loss on purchased franchise rights                   20,000               --
Impairment loss on goodwill of subsidiary                       90,000               --
Gain on disposal of subsidiary assets                               --          (52,130)
Shares issued for services                                          --           48,764
Reserve for warranties                                           4,184            1,019
Changes in assets and liabilities
Change in accounts and other receivable                          3,023           17,036
Change in notes receivable                                          --             (845)
Change in prepaid expenses                                         125            5,404
Change in accounts payable                                      15,291            2,264
Change in deferred revenue                                     (20,985)         (77,115)
                                                          -----------------------------

Net cash provided by/(used in) operating activities            (10,019)         (55,598)
                                                          -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of subsidiary assets                      --           64,500
Purchase of fixed assets                                        (1,876)              --
                                                          -----------------------------

Net cash provide by/(used in) investing activities              (1,876)          64,500
                                                          -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank indebtedness               (7,674)          34,161
Cash required for dividends                                         --            1,890
                                                          -----------------------------

Net cash provided by/(used in) financing activities             (7,674)          36,051
                                                          -----------------------------

Effect of foreign currency exchange rates                           --              854

NET INCREASE (DECREASE) IN CASH                                (19,569)          45,807
Cash, beginning of period                                      113,475           73,881
                                                          -----------------------------

CASH, END OF PERIOD                                       $     93,906     $    119,688
                                                          =============================
</TABLE>

                                       6
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE NINE MONTHS ENDED FEBRUARY 28, 2003

NOTE 1.   MANAGEMENT'S PLAN AND FUTURE OPERATIONS

          As of February 28, 2003,  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.

Despite their best efforts,  however, there can be no assurance that the company
will be successful in their endeavors in this regard.

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 February  28,  2003 and  results of  operations  for the nine months
ended February 28, 2003 and 2002.

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.),
Real Estate School of Southern California

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 February 28, 2003
and 2002.

                                       7
<PAGE>

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

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 HomeLife  Builders 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 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.

                                       8
<PAGE>

(d)  Marketable Securities

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

(e)  Advertising Costs

Advertising costs represent prepaid preprinted  advertising materials which have
been amortized over three years.  For the period ended February 28, 2003,  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 February 28, 2003, management expects its long-lived assets to
be fully recoverable.

                                       9
<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 2003 and
2002.

(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.

                                       10
<PAGE>

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

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

Fully  diluted net income  (loss) per Common  stock is computed by dividing  net
income  (loss)  for the year by the  weighted  average  number of  Common  stock
outstanding  during  the  year,  assuming,  except  where  the  result  would be
anti-dilutive,  that  all  convertible  Preferred  shares  were  converted,  the
contingent  Common stock were issued,  the warrant was  exercised  and the stock
options granted were  exercised.  The shares to be issued 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.   PROPOSED REORGANIZATION

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 the
shareholders of Anza Capital,  Inc. Should the agreement be approved,  under the
agreement,  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 Family Life Realty Services, Inc., in exchange
for the majority interest in HomeLife Inc of Mr. Andrew Cimerman.
This proposed reorganization was terminated in agreement by all parties on March
12, 2003.

NOTE 5.   GOODWILL

The changes in the carrying amount of goodwill for the period ended February 28,
2003, are as follows:

                          Royalty &
                          Franchise Fees    Warranty Sales
                          Segment           Segment            Total
Balance as of
June 1, 2002              $  269,167        $   90,000         $  359,167
Impairment losses                 --           (90,000)           (90,000)
                          ----------        ----------         ----------
Balance as of
   February 28, 2003      $  269,167        $       --         $  269,167
                          ==========        ==========         ==========

Due to the loss of key  personnel,  cash flows were less than  expected for home
warranty fees in the first nine months of fiscal year 2003. In November  2002, a
goodwill  impairment  loss of $90,000  was  recognized  in the  MaxAmerica  Home
Warranty  reporting  unit.  The fair value of that  reporting unit was estimated
using the expected present value of future cash flows.

The following  table  represents the impact of adopting SFAS No. 142 on net loss
and net loss per share had the standard been in effect as of February 28, 2002:

                                       For the three        For the nine
                                       months ended         months ended
                                       February 28, 2002    February 28, 2002

Reported net loss                         (68,207)            (120,953)
Add back: Goodwill amortization             2,100                4,200
Adjusted net loss                         (66,107)            (116,753)
                                       ----------           ----------

Net loss per share                     $     (.01)          $     (.01)
                                       ==========           ==========

                                       11
<PAGE>

NOTE 6.   PURCHASED FRANCHISE RIGHTS

During the prior fiscal year, the Company  received a franchise right in lieu of
payment of a note  receivable  from a  franchisee.  During the nine months ended
February 28, 2003, an impairment  loss of $20,000  associated with the Purchased
Franchise  Rights  was  recognized.  The fair value of the  purchased  franchise
rights was estimated using the expected selling price per franchise.

NOTE 7.   BANK INDEBTEDNESS

At February 28, 2003, the company had three available lines of credit under bank
loan  agreements.  Two of the  lines  amounted  to  $46,206  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 8.   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.

                                       12
<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 maybe 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 February 28, 2003,  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 9.   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.

On November 13, 2002, the Company  entered into a settlement  agreement  whereby
agreeing to accept 150,000 shares of stock in Berkshire Asset  Management,  Inc.
During the third  quarter,  the stock was received.  Due to the low value of the
stock, management has determined that no asset should be recorded.

                                       13
<PAGE>

NOTE 10.  SEGMENTED INFORMATION

Segmented  information  has  been  provided  for the  company  on the  basis  of
different services.

                                                      2003           2002
                                                  $              $
a)   Revenue by industry
     Real Estate Franchise                           341,174        559,464
     Real Estate Brokerage                                --        411,776
     Mortgage Financing                                   --         22,193
     Home Warranty                                   133,502        172,104
     Other                                           129,007        138,469
                                                  -------------------------

     Total                                           603,683      1,304,006
                                                  =========================

e)   Net income (loss) by industry

     Real Estate Franchise                          (155,021)       (67,326)
     Real Estate Brokerage                                --        (15,985)
     Mortgage Financing                                 (620)        (1,800)
     Home Warranty                                   (44,433)       (36,774)
     Other                                             1,288            932
                                                  -------------------------

     Total                                          (198,786)      (120,953)
                                                  =========================

f)   Identifiable assets by industry

     Real Estate Franchise                           702,372      1,127,804
     Real Estate Brokerage                                --             --
     Mortgage Financing                               74,500         74,673
     Home Warranty                                    94,620        100,227
     Other                                            14,104         13,390
                                                  -------------------------

     Total                                           885,596      1,316,094
                                                  =========================

g)   Amortization by industry

     Real Estate Franchise                            38,889        108,506
     Real Estate Brokerage                                --             --
     Mortgage Financing                                   --             --
     Home Warranty                                        --          1,135
                                                  -------------------------

     Total                                            38,889        109,641
                                                  =========================

NOTE 11.  RELATED PARTY TRANSACTIONS

          In the current fiscal year, the Company  accrued $22,500 for licensing
          expense to a company controlled by the President.

NOTE 12.  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

                                       14
<PAGE>

          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.
          Additionally,  the  Company  has filed a  counter  claim  against  the
          franchisee.

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
shareholders of Anza Capital,  Inc. Should the agreement be approved,  under the
agreement,  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 Family Life,  in exchange for the majority
interest in HomeLife Inc of Mr. Andrew  Cimerman.  This proposed  reorganization
was terminated in agreement by all parties on March 12, 2003.

     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.

                                       15
<PAGE>

THREE MONTHS ENDED  FEBRUARY 28, 2003  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 28, 2002 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $159,764  for the quarter
ended  February  28, 2003  compared  to gross sales of $222,162  for the quarter
ended February 28, 2002. Revenue by business segment is shown below:

                                February 28, 2003            February 28, 2002

                              Amount           %           Amount          %
                            ----------    ----------    ----------    ----------

Royalty & franchise fees        76,424            48       157,289            71
Home warranty sales             31,719            20        38,521            17
Other                           51,621            32        26,352            12
                            ----------    ----------    ----------    ----------
TOTAL                          159,764           100       222,162           100
                            ==========    ==========    ==========    ==========

The  largest  decrease in revenue  from  fiscal  year 2002 was from  royalty and
franchise  fees.  During the current  fiscal  year,  there have not been any new
franchises or master franchises sold. Additionally, the franchises that are on a
transaction  basis  have  sold less  than in the  prior  fiscal  year due to the
competitiveness of the real estate market.

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 third 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. As a percentage of sales, direct costs increased from 18% for
the third  quarter of fiscal  2002  compared  to 24% for the  second  quarter of
fiscal 2003. This increase in costs results from higher  expenses  incurred with
claims associated with the warranty revenue.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$85,028 for the three  months  ended  February 28, 2002 to $72,601 for the three
months ended  February 28, 2003 . This  decrease of $12,427 was the result of an
employee  who  left  the  company  in the  prior  fiscal  year  and has not been
replaced.

     GENERAL AND ADMINISTRATIVE.  General and administrative  costs decreased to
$42,433 for the quarter  ended  February 28, 2003 from  $112,749 for the quarter
ended  February 28, 2002.  The decrease was  primarily  due to the  reduction in
outside  services in regards to the  closing of  operations  of Builders  Realty
(Calgary), legal fees and also a company wide monitoring of expenses.

     OCCUPANCY.  Occupancy  costs  increased  from $13,486 for the quarter ended
February 28, 2002 to $14,875 for the quarter ended February 28, 2003 due to some
minor repairs and maintenance expense incurred for the California office.

     FINANCIAL.  Financial  costs were lower for the quarter ended  February 28,
2003  compared  to the same period in the prior year due to less  interest  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 February 28, 2002 and $12,963 for the three months ended February 28, 2003
.. The decrease in the current fiscal year relates to the  implementation of FASB
142.

     MINORITY  INTEREST.  The change minority interest results from the combined
net loss of Keim & MaxAmerica.

                                       16
<PAGE>

NINE MONTHS  ENDED  FEBRUARY  28, 2003  (UNAUDITED)  COMPARED TO THE NINE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 28, 2002 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $603,683  for the quarter
ended  February 28, 2003 compared to gross sales of  $1,304,006  for the quarter
ended February 28, 2002. Revenue by business segment is shown below:

                                February 28, 2003           February 28, 2002
                              Amount           %          Amount           %
                            ----------    ----------    ----------    ----------

Real estate brokerage               --            --       411,776            32
Royalty & franchise fees       341,174            57       559,464            43
Mortgage financing                  --            --        22,193             2
Home warranty sales            133,502            22       172,104            12
Other                          129,007            21       138,469            11
                            ----------    ----------    ----------    ----------
TOTAL                          603,683           100     1,304,006           100
                            ==========    ==========    ==========    ==========

The  largest  decrease  in revenue  from  fiscal  year 2002 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. Additionally, there have not
been any franchise or master franchise sold in the current year.

Royalty fees & franchise fees combined  decreased from the prior fiscal year due
to fewer offices in the current fiscal year. Additionally,  no new franchises or
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 first nine  months of the  current  year
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
$288,120  for the nine months  ended  February 28, 2002 to $224,153 for the nine
months ended  February 28, 2003.  This decrease of $63,967 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
$194,482  for the period ended  February  28, 2003 from  $412,919 for the period
ended  February 28,  2002.  The  decrease  was  primarily  due to the closing of
operations of Builders Realty  (Calgary),  reduction in outside services & legal
fees in addition to a company wide monitoring of expenses.

     OCCUPANCY.  The decrease of $16,195 in occupancy  costs from fiscal year to
date 2002  compared to fiscal year to date 2003  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 nine months ended  February
28, 2003  compared to the same period in the prior year due to less interest and
bank charges paid than in the prior year and less bad debt expense booked.

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

                                       17
<PAGE>

     AMORTIZATION. Amortization of intangibles was $62,596 for nine months ended
February 28, 2002 and $38,889 for the nine months ended  February 28, 2003.  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 two quarters of the
current fiscal year. Additionally,  due to the loss of key personnel, cash flows
related to home warranty sales were less than expected.  In accordance with FASB
142, an  impairment  loss on goodwill of  subsidiary  of $90,000 was  recognized
during the second quarter.

     MINORITY  INTEREST.  The change minority interest results from the combined
net loss 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  has  recorded  significant
operating  losses in the prior two  years.  These  losses are  primarily  due to
amortization and  depreciation  and impairment  losses of goodwill and 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 $450,398 as of February 28,  2003.  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 or looking into mergers and acquisitions.

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.
          Additionally,  the  Company  has filed a  counter  claim  against  the
          franchisee.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

                                       18
<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:

               99.1 Certification  pursuant to 18 U.S.C. Section 1350 as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2003


          (b)  Reports on Form 8-K:

               None.

                                       19
<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 May 20, 2003                      /s/ Andrew Cimerman
                                        ----------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       20
<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: May 20, 2003
         ---------------------------------------                 ---------------
         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: May 20, 2003
         ---------------------------------------                 ---------------
         Chief Executive Officer, President, Director

                                       21
<PAGE>

                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
                                 CERTIFICATIONS

I, Andrew Cimerman, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of HomeLife, Inc.;

2. Based on my  knowledge,  this  Quarterly  Report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed  such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Quarterly Report is being prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days of the  filing  date of this  Quarterly
Report (the "Evaluation Date"); and

(c) presented in this Quarterly Report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize,  and report  financial data and have identified for the  registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 20, 2003                 /s/ Andrew Cimerman
                                   -------------------
                                   Name: Andrew Cimerman
                                   Title: President and Chief Executive Officer

                                       22
<PAGE>

                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
                                 CERTIFICATIONS

I, Marie M. May, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of HomeLife, Inc.;

2. Based on my  knowledge,  this  Quarterly  Report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed  such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Quarterly Report is being prepared;

(b) evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days of the  filing  date of this  Quarterly
Report (the "Evaluation Date"); and

(c) presented in this Quarterly Report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize,  and report  financial data and have identified for the  registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 20, 2003                /s/ Marie M. May
                                   ----------------
                                   Name: Marie M. May
                                   Title: Chief Financial Officer

                                       23
<PAGE>