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

                                   FORM 10-QSB

[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended November 30, 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 November 30, 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 Balance Sheet at November 30, 2003 (Unaudited)        1.

          Consolidated Statements of Operations for the three months
               ended November 30, 2003 and 2002 (Unaudited)                  3.

          Consolidated Statements of Operations for the six months
               ended November 30, 2003 and 2002 (Unaudited)                  4.

          Consolidated Statements of Cash Flows for the six months
               ended November 30, 2003 and 2002 (Unaudited)                  5.

          Notes to Consolidated Financial Statements                         6.

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

Item 3.   Controls and Procedures.                                           10.

PART II - OTHER INFORMATION                                                  10.

Item 1.   Legal Proceedings.                                                 10.

Item 2.   Changes in Securities and Use of Proceeds.                         11.

Item 3.   Defaults Upon Senior Securities.                                   11.

Item 4.   Submission of Matters to a Vote of Security Holders.               11.

Item 5.   Other Information.                                                 11.

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

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT NOVEMBER 30, 2003
(UNAUDITED)


ASSETS
Current Assets
     Cash                                                           $    101,360
     Marketable securities, at fair value                                    900
     Accounts receivable, net                                             19,591
     Prepaid expenses and deposits                                        35,107
                                                                    ------------
                                                                         156,958

     Property and Equipment, net                                         167,920

     Goodwill                                                            225,943

     Other Assets, net                                                   172,615

     Purchased Franchise Rights                                           20,000
                                                                    ------------

                                                                    $    743,436
                                                                    ============

                                       1
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
AT NOVEMBER 30, 2003
(UNAUDITED)


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
     Current Liabilities

     Bank indebtedness                                             $     42,649
     Accounts payable                                                   239,370
     Reserve for warranty                                                65,000
     Preferred dividends payable                                          9,770
     Deferred revenue                                                    74,495
                                                                   ------------
                                                                        431,284

     Deferred Revenue                                                    88,740

     Due to Stockholder                                                 250,532

     Minority Interest                                                   19,509
                                                                   ------------
                                                                        790,065

     Stockholders' Equity (Deficit)

     Capital Stock                                                    1,031,109

     Additional Paid in Capital                                       3,487,472

     Accumulated Other Comprehensive Income                               4,715

     Accumulated Deficit                                             (4,569,925)
                                                                   ------------

                                                                        (46,629)
                                                                   ------------

                                                                   $    743,436
                                                                   ============

                                       2
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 30, 2003 AND 2002
(UNAUDITED)

                                                      2003             2002
                                                      ----             ----
REVENUE

Royalty and franchise fees                        $    118,695     $    131,434
Warranty fees                                           28,007           52,042
Other income                                             6,448           25,461
                                                  -----------------------------

                                                       153,150          208,937

DIRECT COSTS                                            12,955           51,018
                                                  -----------------------------

                                                       140,195          157,919
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                            55,356           72,509
General and administrative                              64,556           92,539
Occupancy                                               14,566           15,452
Financial                                                1,365            1,312
Depreciation                                            15,924           15,036
Impairment loss on purchased franchise rights               --          100,000
Amortization                                            12,963           12,963
                                                  -----------------------------

                                                       164,730          309,811
                                                  -----------------------------

LOSS BEFORE MINORITY INTEREST                          (24,535)        (151,892)

Minority interest                                           --            1,253
                                                  -----------------------------

NET LOSS                                               (24,535)        (150,639)

Preferred dividends                                       (500)              --
                                                  -----------------------------

NET LOSS APPLICABLE TO COMMON
   SHARES                                              (25,035)        (150,639)
                                                  =============================

BASIC AND FULLY DILUTED LOSS
 PER COMMON SHARE                                 $       0.00     $      (0.02)
                                                  =============================

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

                                       3
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED NOVEMBER 30, 2003 AND 2002
(UNAUDITED)

                                                      2003             2002
                                                      ----             ----
REVENUE

Royalty and franchise fees                        $    239,281     $    264,750
Warranty fees                                           61,249          101,783
Other income                                            35,271           77,386
                                                  -----------------------------

                                                       335,801          443,919

DIRECT COSTS                                            55,629          102,353
                                                  -----------------------------

                                                       280,172          341,566
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                           121,241          151,552
General and administrative                             151,422          152,049
Occupancy                                               29,203           30,900
Financial                                                2,833            3,047
Depreciation                                            31,860           31,082
Impairment loss on purchased franchise rights               --          110,000
Amortization                                            25,926           25,926
                                                  -----------------------------

                                                       362,485          504,556
                                                  -----------------------------

LOSS BEFORE MINORITY INTEREST                          (82,313)        (162,990)

Minority interest                                           --            2,060
                                                  -----------------------------

NET LOSS                                               (82,313)        (160,930)

Preferred dividends                                     (1,000)              --
                                                  -----------------------------

NET LOSS APPLICABLE TO COMMON
   SHARES                                              (83,313)        (160,930)
                                                  =============================

BASIC AND FULLY DILUTED LOSS
 PER COMMON SHARE                                 $      (0.01)    $      (0.03)
                                                  =============================

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

                                       4
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED NOVEMBER 30, 2003 AND 2002
(UNAUDITED)

<TABLE>
<CAPTION>
                                                               2003             2002
                                                               ----             ----
   CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>              <C>
   Net loss                                                $    (82,313)    $   (160,930)
   Adjustments to reconcile net loss to net
     cash from operating activities
   Depreciation                                                  31,860           31,082
   Amortization                                                  25,926           25,926
   Change in value of minority interest                              --           (2,060)
   Impairment loss on purchased franchise rights                     --           20,000
   Impairment loss on goodwill of subsidiary                         --           90,000
   Changes in assets and liabilities
   Accounts receivable                                            6,278             (336)
   Prepaid expenses and deposits                                   (575)            (213)
   Accounts payable                                              (8,608)           7,244
   Reserve for warranty                                         (10,000)           1,918
   Due to stockholder                                            27,500               --
   Deferred revenue                                             (11,290)         (13,990)
                                                           -----------------------------

                                                                (21,222)          (1,359)
                                                           -----------------------------

   CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                          --           (1,876)
                                                           -----------------------------

   CASH FLOWS FROM FINANCING ACTIVITIES
   Advances from (repayments on) bank indebtedness, net          (1,212)          (3,520)
                                                           -----------------------------


   NET CHANGE IN CASH                                           (22,434)          (6,755)
   Cash, beginning of period                                    123,794          113,475
                                                           -----------------------------


   CASH, END OF PERIOD                                     $    101,360     $    106,720
                                                           =============================

SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION
   Interest paid                                           $      2,259     $      2,627
                                                           =============================

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

                                       5
<PAGE>

                         HOMELIFE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   MANAGEMENT'S PLAN AND FUTURE OPERATIONS

          At November  30, 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.   Management  is  currently  reviewing  all  options  in respect to
          finding a possible solution for future growth and profitability of the
          company.  The board and management is in discussions with professional
          advisors as to the  direction  and options the company can take in the
          future.

          2.   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 pursuing potential mergers/acquisitions.

          3.   The company is considering issuing stock to major shareholders in
          return for working capital and to retire existing debt.

          The accompanying  financial  statements do not include any adjustments
          to the recoverability and classification of recorded asset amounts and
          classification  of  liabilities  that might be  necessary in the event
          that the Company is unable to continue as a going concern.

NOTE 2.   BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

          The condensed consolidated financial statements of HomeLife,  Inc. and
          Subsidiaries (the "Company") included herein have been prepared by the
          Company,  without audit,  pursuant to the rules and regulations of the
          Securities and Exchange  Commission (the "SEC").  Certain  information
          and footnote  disclosures  normally  included in financial  statements
          prepared in conjunction with generally accepted accounting  principles
          have been condensed or omitted pursuant to such rules and regulations,
          although the Company  believes  that the  disclosures  are adequate to
          make  the  information  presented  not  misleading.   These  condensed
          financial  statements  should be read in  conjunction  with the annual
          audited  financial  statements  and the notes thereto  included in the
          Company's Form 10-KSB Annual Report , and other reports filed with the
          SEC.

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

          RECLASSIFICATIONS
          Certain  amounts  in the prior  year  financial  statements  have been
          reclassified to conform with the current year presentation.

                                       6
<PAGE>

NOTE 3.   STOCK OPTION GRANTS

          The  Company  has a stock  option  plan under  which  employees,  non-
          employee  directors,  consultants and investors may be granted options
          to purchase shares of the Company's common stock. Options have varying
          vesting and expiration dates.

          The  Company  applies  Accounting  Principles  Board  Opinion  No. 25,
          "Accounting   for   Stock   Issued   to   Employees",    and   related
          interpretations   in  accounting   for  its  employee  stock  options.
          Accordingly,  no  compensation  expense  has been  recognized  for its
          employee  stock  options.  During  the year  ended May 31,  2003,  the
          Company adopted the disclosure provisions of SFAS No. 148, "Accounting
          for Stock-Based Compensation - Transition and Disclosure".

          The  following  table  illustrates  the  effect  on net  earnings  and
          earnings per share had the Company adopted the fair value based method
          of accounting for stock-based  employee  compensation  for all periods
          presented:

<TABLE>
<CAPTION>
          Six months ended November 30,      2003           2003           2002           2002
                                          ----------     ----------     ----------     ----------

                                          As Reported     Pro-Forma     As Reported     Pro-Forma
                                          ----------     ----------     ----------     ----------
<S>                                       <C>            <C>            <C>            <C>
          Net loss for common shares      $  (83,313)    $  (83,313)    $ (160,930)    $ (160,930)
          Basic and fully diluted loss
            per Common share              $    (0.01)    $    (0.01)    $    (0.03)    $    (0.03)
</TABLE>

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.

                                       7
<PAGE>

THREE MONTHS ENDED  NOVEMBER 30, 2003  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED NOVEMBER 30, 2002 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $153,150  for the quarter
ended  November  30, 2003  compared  to gross sales of $208,937  for the quarter
ended November 30, 2002. Revenue by business segment is shown below:

                                   November 30, 2003      November 30, 2002
                                      Amount      %          Amount      %
                                      ------     ---         ------     ---
     Royalty & franchise fees      $  118,695     78      $  131,434     63
     Home warranty sales               28,007     18          52,042     25
     Other                              6,448      4          25,461     12
                                   ----------    ---      ----------    ---
     TOTAL                         $  153,150    100      $  208,937    100
                                   ==========    ===      ==========    ===

Each  business  segment had lower sales in the current  quarter  compared to the
prior year.

Royalty fees & franchise fees combined  decreased from the prior fiscal year due
to fewer  transactions  in the current  fiscal year.  The real estate  market in
Michigan has suffered a slow down.

Home warranty  sales were lower in the current year second  quarter  compared to
the same period in the prior year due to a general downturn in the Michigan real
estate market. The Company has sold fewer policies in the second quarter of 2004
compared to second quarter of 2003.

     DIRECT COSTS.  Direct costs have  decreased from the prior year, due to the
overall  decrease  in  revenues  and lower costs  associated  with the  warranty
revenue.  Gross  margin is higher in the current  year,  primarily  due to lower
costs associated with the warranty revenue.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$72,509 for the three  months  ended  November 30, 2002 to $55,356 for the three
months ended  November 30, 2003.  This decrease of $17,153 was the result of two
employees who left the company and have not been replaced.

     GENERAL AND ADMINISTRATIVE. General and administrative costs decreased from
$92,539 for the quarter ended November 30, 2002 to $64,556 for the quarter ended
November 30, 2003.  The decrease was  primarily due to lower legal fees incurred
in the current year as well as overall cost cutting measures by the company.

     OCCUPANCY. Occupancy costs were comparable for the two periods.

     FINANCIAL. Financial costs were comparable for the two periods.

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

     IMPAIRMENT LOSS. There was no impairment loss recognized  during the second
quarter of the current fiscal year.

     AMORTIZATION. Amortization of intangibles was comparable for both periods.

                                       8
<PAGE>

SIX MONTHS ENDED NOVEMBER 30, 2003 (UNAUDITED)  COMPARED TO THE SIX MONTHS ENDED
--------------------------------------------------------------------------------
NOVEMBER 30, 2002 (UNAUDITED).
------------------------------

     REVENUES.  The Company generated gross sales of $335,801 for the six months
ended  November 30, 2003  compared to gross sales of $443,919 for the six months
ended November 30, 2002. Revenue by business segment is shown below:

                                   November 30, 2003      November 30, 2002
                                      Amount      %          Amount      %
                                      ------     ---         ------     ---
     Royalty & franchise fees      $  239,281     71      $  264,750     60
     Home warranty sales               61,249     18         101,783     23
     Other                             35,271     11          77,386     17
                                   ----------    ---      ----------    ---
     TOTAL                         $  335,801    100      $  443,919    100
                                   ==========    ===      ==========    ===

Each business segment had lowe r sales in the current year compared to the prior
year.

Royalty fees & franchise fees combined  decreased from the prior fiscal year due
to fewer  transactions  in the current  fiscal year.  The real estate  market in
Michigan has suffered a slow down.  Additionally,  there have been no new master
franchise agreements sold during the current year.

Home  warranty  sales were lower in the current year compared to the same period
in the prior year due to a general  downturn in the Michigan real estate market.
The  Company has sold fewer  policies in the first half of 2004  compared to the
first half of 2003.

     DIRECT COSTS.  Direct costs have  decreased from the prior year, due to the
overall  decrease  in  revenues  and lower costs  associated  with the  warranty
revenue.  Gross  margin is higher in the current  year,  primarily  due to lower
costs associated with the warranty revenue.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$151,552  for the six months  ended  November  30, 2002 to $121,241  for the six
months ended  November 30, 2003.  This decrease of $30,311 was the result of two
employees who left the company and have not been replaced.

     GENERAL  AND   ADMINISTRATIVE.   General  and  administrative   costs  were
comparable for the two periods.

     OCCUPANCY. Occupancy costs were comparable for the two periods.

     FINANCIAL. Financial costs were comparable for the two periods.

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

     IMPAIRMENT  LOSS.  There was no impairment loss recognized  during the fist
half of the current fiscal year.

     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.  The capital  requirements of the Company are
for  operating  expenses  and to service and use of its lines of credit.  In the
prior fiscal year, the Company recorded a loss on its marketable security as the
share price had declined in the public market from the purchase share price. The
Company has recorded significant  operating losses in the prior two years. These
losses  are  primarily  due to  amortization  and  depreciation,  write  down of
goodwill,  and impairment of franchise  rights  purchased.  The company does not
have any derivative  instruments or hedging  activities  therefore,  the company
believes  that  SFAS No.  133 will  have no  material  impact  on the  company's
financial statements or notes thereto.

The company has experienced recurring operating losses and has a working capital
deficiency of $274,326 as of November 30, 2003. Management has initiated changes
in operational procedures, reduced staff and expenses and

                                       9
<PAGE>

focused its efforts on its core business.  Management believes that, despite the
losses incurred and the deterioration in stockholders'  equity, it has developed
a plan,  which, if successfully  implemented,  can improve the operating results
and financial condition of the company.  Furthermore,  the company continues its
attempt to raise additional financings through private and public offerings.

Foreign  Franchisees.  Foreign  franchisees  consist  of the  sale  of a  master
franchise  agreement to an  individual in Germany.  Payments for this  agreement
were  scheduled to be made in 12 quarterly  payments  beginning in October 1999.
Only partial  payments have been  received,  however,  and the company is now in
negotiations with the obligor to restructure this obligation.  Continued default
of this agreement will deprive the Company of the anticipated  payments,  but is
anticipated  to have no adverse  consequences  to the operations of the Company,
since it has no  commitments  of  capital  of  other  resources  to its  foreign
franchisees.  During the fiscal  year 2001,  the company  sold master  franchise
agreements  in Portugal and China.  During the prior  fiscal  year,  the company
received  payments on the master franchise  agreements in Portugal and China. No
payments were received in the prior fiscal year or the first half of the current
fiscal year. However, payment is expected during fiscal year 2004.

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  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 breach of  contract.  Settlement  discussions  between  the  parties  are in
progress and a final settlement agreed to by both parties is expected during the
current fiscal year.

In connection with the above lawsuit,  the company has 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.  Further action
with this case will be dependent on the outcome of the above mentioned lawsuit.

In addition to the above  lawsuits,  the  sellers of Builders  Realty  (Calgary)
Ltd.,  through another  business  entity,  have filed a lawsuit against Builders
Realty  (Calgary) Ltd. for unpaid rents and commissions and damages  incurred at
rental  offices.  Management is defending its position,  with any further action
with this case being dependent on the outcome of the above mentioned lawsuits.

On July  31,  2003,  several  realtors  formally  employed  by  Builders  Realty
(Calgary) Ltd.  filed a lawsuit  against the company  seeking  payment of unpaid
commissions.  These  commissions  the  Company  is  holding  in a trust  fund as
required by a court order.  The  company's  defense  position in regards to this
case will be dependent on the outcome of the above mentioned lawsuits.

The company is 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

                                       10
<PAGE>

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 fees and
franchise fees. During the year ended May 31, 2003, a court settlement offer was
declined by the  respective  parties.  Subsequently,  the parties have taken the
above  mentioned  matter to binding  arbitration and expect to settle the matter
during the current fiscal year.

Should any  expenditures be incurred by the company for the resolution of any of
the above mentioned lawsuits, they will be charged to the operations of the year
in which such expenditures are incurred.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

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.

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                                   SIGNATURES

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

     HOMELIFE, INC.
     Registrant

     By:  /s/ Andrew Cimerman                          Date: January 13, 2004
          ---------------------------------------            -------------------
          Chief Executive Officer, President, Director

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


     By:  /s/ Andrew Cimerman                          Date: January 13, 2004
          ---------------------------------------            -------------------
          Chief Executive Officer, President, Director

                                       12
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