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, 2005

|_|   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 Identification No.)
         incorporation or organization)


        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 |_|

    The issuer had 12,371,886 common shares outstanding as of August 31, 2005

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, 2005 (Unaudited)             1.

        Consolidated Statements of Operations for the three months ended      3.
               August 31, 2005 and 2004 (Unaudited)

        Consolidated Statements of Cash Flows for the three months ended      4.
               August 31, 2005 and 2004 (Unaudited)

        Notes to Consolidated Financial Statements                            5.

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

Item 3. Controls and Procedures.                                              9.

PART II - OTHER INFORMATION                                                   9.

Item 1. Legal Proceedings.                                                    9.

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

Item 3. Defaults Upon Senior Securities.                                     10.

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

Item 5. Other Information.                                                   10.

Item 6. Exhibits and Reports on Form 8-K.                                    10.
         (a) Exhibits
         (b) Reports on Form 8-K


<PAGE>

PART I - FINANCIAL INFORMATION


HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT AUGUST 31, 2005
(UNAUDITED)


ASSETS
Current Assets
         Cash                                                           $ 88,510
         Marketable securities, at fair value                                900
         Accounts receivable, net                                          7,436
         Prepaid expenses and deposits                                    35,275
                                                                        --------
                                                                         132,121

         Property and Equipment, net                                      49,458

         Goodwill                                                        225,943

         Other Assets, net                                                81,874
                                                                        --------
                                                                        $489,396
                                                                        ========


                                       1
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
AT AUGUST 31, 2005
 (UNAUDITED)


LIABILITIES AND STOCKHOLDERS' EQUITY
         Current Liabilities

         Lines of credit                                            $    57,234
         Accounts payable                                               184,588
         Reserve for warranty                                            51,953
         Note payable                                                     4,510
         Deferred revenue                                                42,645
                                                                    -----------
                                                                        340,930

         Note Payable                                                    17,045

         Due to Stockholder                                             136,722

         Minority Interest                                               20,843
                                                                    -----------
                                                                        515,540

         Stockholders' Equity

         Capital Stock                                                1,037,372

         Additional Paid in Capital                                   3,731,741

         Accumulated Other Comprehensive Income                           4,715

         Accumulated Deficit                                         (4,799,972)
                                                                    -----------
                                                                        (26,144)
                                                                    -----------
                                                                    $   489,396
                                                                    ===========


                                       2
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 2005 AND 2004
(UNAUDITED)
                                                   2005                2004
                                               ------------        ------------
REVENUE

Royalty and franchise fees                     $    150,302        $    117,959
Warranty fees                                        30,471              34,180
Brokerage Income                                     19,000               8,355
Other income                                         11,779               3,049
                                               --------------------------------
                                                    211,552             163,543

DIRECT COSTS                                         63,589              29,857
                                               --------------------------------
                                                    147,963             133,686
                                               --------------------------------
EXPENSES

Salaries and fringe benefits                         62,395              56,052
General and administrative                           92,823              40,262
Occupancy                                            11,466              14,897
Financial                                             4,311               1,100
Depreciation                                         15,000              15,900
Amortization                                         12,963              12,963
                                               --------------------------------
                                                    198,958             141,174
                                               --------------------------------
 NET LOSS                                           (50,995)             (7,488)
                                               ================================
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. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED AUGUST 31, 2005 AND 2004
 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             2005         2004
                                                                          ---------    ---------
<S>                                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                  $ (50,995)   $  (7,488)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation                                                                 15,000       15,900
Amortization                                                                 12,963       12,963
Changes in assets and liabilities
Accounts receivable                                                           6,910        1,450
Prepaid expenses and deposits                                                  (240)        (509)
Accounts payable                                                             23,885     (111,195)
Due to stockholder                                                            7,738       89,764
                                                                          ----------------------
                                                                             15,261          885
                                                                          ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES                                             --           --

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from (repayments on) lines of credit, net                           (1,321)      (1,725)
Proceeds from note payable                                                       --       25,000
Repayments on note payable                                                     (790)          --
                                                                          ----------------------
                                                                             (2,111)      23,275

NET CHANGE IN CASH                                                           13,150       24,160
Cash, beginning of period                                                    75,360      112,974
                                                                          ----------------------
CASH, END OF PERIOD                                                       $  88,510    $ 137,134
                                                                          ======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Interest paid                                                        $   1,433    $     897
                                                                          ======================
     Income taxes paid                                                    $      --    $      --
                                                                          ======================
</TABLE>


                                               4
<PAGE>

                         HOMELIFE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  MANAGEMENT'S PLAN AND FUTURE OPERATIONS

      At August 31, 2005, adverse principal conditions and events are prevalent
      that require necessary action by management to enable the company to
      return to profitability and to reverse these adverse conditions and
      events. These conditions and events include recurring operating losses,
      working capital deficiencies, and adverse key financial ratios.
      Management's plans to mitigate these adverse conditions and events
      include:

      a.)   During the prior fiscal year, the company settled certain lawsuits
      regarding the former Calgary operations and the current Michigan
      operations which will further reduce legal fees and management
      involvement.

      b)    The company is currently focusing on:

            -     attempting to raise additional funding through private and
                  public offering,
            -     investigating and pursuing potential mergers/acquisitions,
            -     the core business of franchising nationwide
            -     the company is making efforts to reduce unnecessary operating
                  expenses on a monthly basis

      The accompanying 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 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.  NOTE PAYABLE

      In August 2004, the Company obtained a $25,000 note payable from a bank.
      The note payable is unsecured and requires monthly principal and interest
      payments of $516 with an annual interest rate of 8.60%. Final payment is
      due August 2009.

      Annual maturities of note payable for the five years succeeding August 31,
      2005 are as follows:

      2006          2007          2008          2009          2010
     ------        ------        ------        ------         ----
     $4,510        $4,926        $5,374        $5,864         $881


NOTE 4.  LEASE ARRANGEMENTS

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

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

      Future minimum rental payments for the years succeeding August 31, 2005
      are as follows:

           2006                                  $   21,385
           2007                                      22,878
           2008                                       1,916
                                                 ----------
                                                 $   46,179
                                                 ==========

NOTE 5.  LETTER OF INTENT

      The Board of Directors of Homelife, Inc. have signed a letter of intent
      dated August 4, 2005 with R Capital Partners, Inc. for the sale of
      majority control of Homelife, Inc. and the subsequent acquisition by
      Homelife of 100% of the issued and outstanding shares owned by
      shareholders of Price Oil, Inc. The full sales price has been set at
      $250,000. Upon confirmation that the full sales price has been received
      into escrow, Homelife shall complete a 1 for 5.2 reverse stock split of
      its common shares and preferred shares such that a total of 2,379,208
      total shares of common stock shall be issued and outstanding and a total
      of 9.6154 shares of its Series AA preferred stock shall be issued and
      outstanding subsequent to the reverse stock split. Homelife shall also
      have a total of 200,000 warrants issued and outstanding exercisable at
      $9.10 per share (post reverse split) until 2012.

      Upon completion of the reverse split the shareholders of Homelife shall
      deliver to escrow a total of 1,383,499 shares, together with medallion
      guaranteed stock powers sufficient to transfer ownership of such shares
      and Homelife shall immediately issue and deliver an additional 27,470,551
      shares to the escrow account for a total of 28,854,050.

      At the closing, escrow shall release the Homelife shares to the Price Oil,
      Inc. shareholders, R Capital or assigns. The purchase price will be
      released to pay the liabilities and other obligations of Homelife Realty
      Services, Inc., a wholly-owned subsidiary of Homelife and release the
      Price shares to Homelife.


                                       6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Overview

      The Company has experienced growth primarily through its acquisitions of
and combinations with various other companies. This includes the acquisition in
August 1996 of the Keim Group of Companies and MaxAmerica Home Warranty Company
(Michigan) adding 60 real estate offices and a home warranty company in
Michigan. In 1997, the company purchased certain assets of S & S Acquisition
Corp. providing the company with Red Carpet Real Estate Services and National
Real Estate 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.


THREE MONTHS ENDED AUGUST 31, 2005 (UNAUDITED) COMPARED TO THE THREE MONTHS
ENDED AUGUST 31, 2004 (UNAUDITED).

      REVENUES. The Company generated gross sales of $211,552 for the quarter
ended August 31, 2005 compared to gross sales of $163,543 for the quarter ended
August 31, 2004. Revenue by business segment is shown below:


                                         August 31, 2005      August 31, 2004
                                          Amount      %       Amount       %
                                         --------    ---     ---------    ---
         Royalty & franchise fees        $150,302     71     $ 117,959     72
         Home warranty sales               30,471     14        34,180     21
         Brokerage income                  19,000      9         8,355      5
         Other                             11,779      6         3,049      2
                                         --------    ---     ---------    ---
         TOTAL                           $211,552    100     $ 163,543    100
                                         ========    ===     =========    ===

Royalty fees & franchise fees were higher in the current quarter due to new
franchises obtained in California. Home warranty fees were lower in current
first quarter compared to the prior year due to fewer contracts written.
Brokerage income is higher in the current period as a result of more real estate
brokerage transactions from the California office. Other income is higher in the
current year due to more relocation fees from the Michigan operations than in
the prior year.

      DIRECT COSTS. Direct costs as a percentage of revenue were 30% and 18% for
the quarters ended August 31, 2005 and 2004, respectively. This increase in
direct costs results from the addition of commissioned sales managers. The
Company is paying a commission on franchise and brokerage sales which had not
happened in previous years.


                                       7
<PAGE>

      SALARIES AND FRINGE BENEFITS. Salaries and fringe benefits increased from
$56,052 for the three months ended August 31, 2004 to $62,395 for the three
months ended August 31, 2005. This increase is a net result of a telemarketer
hired in the Michigan office during the last quarter of the prior year.

      GENERAL AND ADMINISTRATIVE. General and administrative costs increased
$52,561 from the quarter ended August 31, 2004. The increase was primarily due
to increased printing, convention and office expenditures in the current
quarter. Additionally, professional fees are higher in the current year than in
the prior year.

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

      FINANCIAL. Financial costs were higher for the quarter ended August 31,
2005 due to the accrued interest on the amount due to shareholder.

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

      AMORTIZATION. Amortization of intangibles was comparable for both periods.


LIQUIDITY AND CAPITAL RESOURCES. The Company has lines of credit with two banks
with available credit of $95,000 and a term loan of $25,000. The capital
requirements of the Company are for operating expenses and to service and use of
its lines of credit. The Company has recorded operating losses in the prior two
years. These losses are primarily due to amortization and depreciation and legal
fees incurred in defense of litigation actions. The company does not have any
derivative instruments or hedging activities, therefore, the company believes
that SFAS No. 133 will have no material impact on the company's financial
statements or notes thereto.

The company has experienced recurring operating losses and has a working capital
deficiency of $208,809 as of August 31, 2005. 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.

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 HomeLife include revenue recognition, goodwill
and accounting for income taxes.

HomeLife 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.


                                       8
<PAGE>

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

         The company was involved in a lawsuit with the sellers of Builders
         Realty (Calgary) Ltd. to reduce the purchase price paid for Builders
         Realty (Calgary) Ltd. The sellers of Builders Realty (Calgary) Ltd. had
         filed a counter lawsuit for breach of contract.

         In connection with the above lawsuit, the company filed a claim against
         the solicitors who were responsible for setting up the original
         transaction between the company and the sellers of Builders Realty
         (Calgary) Ltd.

         In addition to the above lawsuits, the sellers of Builders Realty
         (Calgary) Ltd., through another business entity, filed a lawsuit
         against Builders Realty (Calgary) Ltd. for unpaid rents and commissions
         and damages incurred at rental offices.

         On July 31, 2003, several realtors formerly employed by Builders Realty
         (Calgary) Ltd. filed a lawsuit against the company seeking payment of
         unpaid commissions. The Company is holding these commissions in a trust
         fund as required by a court order.

         On July 19, 2004, all of the above mentioned lawsuits were settled at
         no additional expense to the Company.

         The company was involved in a lawsuit with a franchisee of Red Carpet
         Keim, a wholly-owned subsidiary of the company. A claim in the amount
         of $124,800 was filed on September 13, 2002 as a result of the
         deterioration in value of the individual's stock value of HomeLife,
         Inc. Additionally, the company has filed a counter claim against the
         franchisee for non-payment of royalty and franchise fees.

         This lawsuit was settled on August 20, 2004 in the amount of $85,000.
         This amount was paid by the majority shareholder and has properly been
         reflected in the financial statements.


                                       9
<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:

               None.


                                       10
<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 17, 2005
    --------------------------------------------         ----------------
    Chief Executive Officer, President, Director

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


By: /s/ Andrew Cimerman                            Date: October 17, 2005
    --------------------------------------------         ----------------
    Chief Executive Officer, President, Director


                                       11