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 February 28, 2002

[ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act;
     For the transition period from _________ to __________

Commission File Number #000-1024048

                                 HOMELIFE, INC.

        (Exact name of small business issuer as specified in its charter)

NEVADA                                                33-0680443
-------------------------------                       -------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

        9475 Heil Avenue Suite D, Fountain Valley, CA     92708
        ---------------------------------------------     --------------
        (Address of Principal Executive Offices)          (Zip Code)

               Registrant's telephone number, including area code:
                                 (714) 418-1414

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                Yes [X]  No [ ]

       The issuer had 6,108,586 shares outstanding as of February 28, 2002

Transitional Small Business Disclosure Format (check one):

                                Yes [ ]  No [X]

<PAGE>

                                 HOMELIFE, INC.

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

PART I - FINANCIAL INFORMATION                                               1.

Item 1. Financial Statements                                                 1.

        Consolidated Unaudited Balance Sheet as of February 28, 2002         1.

        Comparative Unaudited Consolidated Statements of Operations          3.
             for the three months ended February 28, 2002 and 2001

        Comparative Unaudited Consolidated Statements of Operations          4.
             for the nine months ended February 28, 2002 and 2001

        Comparative Unaudited Consolidated Statements of Cash Flows          5.
             for the three months ended February 28, 2002 and 2001

        Comparative Unaudited Consolidated Statements of Cash Flows          6.
             for the nine months ended February 28, 2002 and 2001

        Notes to Unaudited Consolidated Financial Statements                 7.

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation.                                            14.

PART II - OTHER INFORMATION                                                  17.

Item 1. Legal Proceedings.                                                   17.

Item 2. Changes in Securities and Use of Proceeds.                           17.

Item 3. Defaults Upon Senior Securities.                                     18.

Item 4. Submission of Matters to a Vote of Security Holders.                 18.

Item 5. Other Information.                                                   18.

Item 6. Exhibits and Reports of Form 8-K.                                    18.
        (a)  Exhibits
        (b)  Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET
AS OF FEBRUARY 28, 2002
(UNAUDITED)

ASSETS
Current Assets
         Cash                                                       $    119,688
         Marketable securities, at fair value                                900
         Accounts receivable                                              92,063
         Notes receivable                                                146,351
         Prepaid expenses and deposits                                    52,183
                                                                    ------------
                                                                         411,185

         Accounts Receivable - Long Term                                  25,800

         Property and Equipment                                          278,191

         Goodwill                                                        351,173

         Other Assets                                                    249,745
                                                                    ------------

                                                                    $  1,316,094
                                                                    ============

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF FEBRUARY 28, 2002
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities

         Bank indebtedness                                         $     84,391
         Accounts payable                                               402,802
         Reserve for warranty                                            45,922
         Dividends payable                                                6,660
         Deferred revenue                                               170,218
                                                                   ------------
                                                                        709,993

         Deferred Revenue                                               113,478

         Minority Interest                                               41,362
                                                                   ------------
                                                                        864,833

         Stockholders' Equity

         Capital Stock                                                1,030,850

         Additional Paid in Capital                                   3,243,681

         Accumulated Other Comprehensive Gain/(Loss)                      4,715

         Accumulated Deficit                                         (3,827,985)
                                                                   ------------

                                                                        451,261
                                                                   ------------

                                                                   $  1,316,094
                                                                   ============

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2002 AND 2001
(UNAUDITED)
                                                      2002             2001
                                                  ------------     ------------
         REVENUE

         Royalty and franchise fees               $    157,289     $    197,402
         Warranty fees                                  38,521           33,751
         Mortgage financing fees                            --            4,681
         Real estate brokerage                              --          223,508
         Other income                                   26,352           90,320
                                                  -----------------------------
                                                       222,162          549,662

         DIRECT COSTS                                   39,111          221,899
                                                  -----------------------------

                                                       183,051          327,763
                                                  -----------------------------
         EXPENSES

         Salaries and fringe benefits                   85,028          132,570
         General and administrative                    112,749          119,534
         Occupancy                                      13,486           46,414
         Financial                                       4,048           15,741
         Amortization                                   36,155           33,643
                                                  -----------------------------

                                                       251,466          347,902
                                                  -----------------------------

         INCOME/(LOSS) BEFORE MINORITY INTEREST        (68,415)         (20,139)


         Minority interest                                 208           (1,014)
                                                  -----------------------------

         NET INCOME/(LOSS)                             (68,207)         (21,153)

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

         NET INCOME/(LOSS) APPLICABLE TO COMMON
            SHARES                                     (68,837)         (21,783)
                                                  =============================

         BASIC AND FULLY DILUTED INCOME/
          (LOSS) PER COMMON SHARE                 $      (0.01)    $       0.00
                                                  =============================


         WEIGHTED-AVERAGE NUMBER OF                  6,108,586        4,940,155
          COMMON SHARES

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2001
(UNAUDITED)
                                                      2002             2001
                                                  ------------     ------------
         REVENUE

         Royalty and franchise fees               $    559,464     $    576,573
         Warranty fees                                 172,104          173,480
         Mortgage financing fees                        22,193           67,749
         Real estate brokerage                         411,776        1,281,413
         Other income                                  138,469          237,985
                                                  -----------------------------

                                                     1,304,006        2,337,200

         DIRECT COSTS                                  572,837        1,382,191
                                                  -----------------------------

                                                       731,169          955,009
                                                  -----------------------------
         EXPENSES

         Salaries and fringe benefits                  288,120          433,652
         General and administrative                    412,919          336,038
         Occupancy                                      61,970          138,660
         Financial                                      22,745           22,986
         Amortization                                  109,641           50,928
                                                  -----------------------------

                                                       895,395          982,264
                                                  -----------------------------

         INCOME/(LOSS) BEFORE GAIN ON DISPOSAL OF
           SUBSIDIARY ASSETS                          (164,226)         (27,255)

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


         INCOME/(LOSS) BEFORE MINORITY INTEREST       (112,096)         (27,255)

         Minority interest                              (6,967)             297
                                                  -----------------------------

         NET INCOME/(LOSS)                            (119,063)         (26,958)

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

         NET INCOME/(LOSS) APPLICABLE TO COMMON
            SHARES                                    (120,953)         (28,848)
                                                  =============================

         BASIC AND FULLY DILUTED INCOME/
          (LOSS) PER COMMON SHARE                 $      (0.02)    $      (0.01)
                                                  =============================


         WEIGHTED-AVERAGE NUMBER OF                  5,758,366        4,940,155
          COMMON SHARES

                                       4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2002 AND 2001
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                       2002             2001
                                                                   ------------     ------------
                                                                         $                $
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                                <C>              <C>
Net income/(loss)                                                       (68,837)         (21,783)
Adjustments to reconcile net income/(loss) to net cash provided
   by operating activities
Depreciation and amortization                                            36,155           33,642
Minority interest                                                          (208)            (297)
Loss on trading securities                                                   --           13,000
Effect on foreign currency exchange rates                                    --             (611)
Gain on disposal of subsidiary assets                                        --               --
Stock based compensation                                                     --               --
Reserve for warranties                                                   (6,946)         (11,651)
Changes in assets and liabilities
(Increase) decrease in accounts and other receivable                     13,877          (34,301)
(Increase) decrease in notes receivable                                      --             (438)
(Increase) decrease in prepaid expenses                                      --            1,440
Increase (decrease) in accounts payable                                  10,372            8,542
Increase (decrease) in deferred revenue                                 (30,705)         (21,000)
                                                                   -----------------------------

Net cash provided by/(used in) operating activities                     (46,292)         (33,457)
                                                                   -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                          --           26,791
Purchases of intellectual assets                                             --           (4,554)
Proceeds from disposition of subsidiary assets                               --               --
                                                                   -----------------------------

Net cash provide by/(used in) investing activities                           --           22,237
                                                                   -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (required for) bank indebtedness                          (818)         (25,000)
Cash provided by (required for)                                                          (90,944)
Cash required for dividends                                                 630              930
                                                                   -----------------------------


Net cash provided by/(used in) financing activities                        (188)        (115,014)
                                                                   -----------------------------

Effect of foreign currency exchange rates                                    --               --

NET INCREASE (DECREASE) IN CASH                                         (46,480)        (126,234)
Cash, beginning of period                                               166,168          290,674
                                                                   -----------------------------


CASH, END OF PERIOD                                                $    119,688     $    164,440
                                                                   =============================
</TABLE>

                                       5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2001
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                       2002             2001
                                                                   ------------     ------------
                                                                         $                $
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                                <C>              <C>
Net income/(loss)                                                      (120,953)         (28,848)
Adjustments to reconcile net income/(loss) to net cash provided
   by operating activities
Depreciation and amortization                                           109,641           50,928
Minority interest                                                         6,967           (1,796)
Loss on trading securities                                                4,350           13,000
Effect on foreign currency rates                                             --             (611)
Gain on disposal of subsidiary assets                                   (52,130)              --
Stock based compensation                                                 48,764               --
Reserve for warranties                                                    1,019          (17,247)
Changes in assets and liabilities
(Increase) decrease in accounts and other receivable                     17,036           (6,817)
(Increase) decrease in notes receivable                                    (845)         (15,660)
(Increase) decrease in prepaid expenses                                   5,404           (6,916)
Increase (decrease) in accounts payable                                   2,264          (29,897)
Increase (decrease) in deferred revenue                                 (77,115)         (45,697)
                                                                   -----------------------------

Net cash provided by/(used in) operating activities                     (55,598)         (89,561)
                                                                   -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                          --          (27,699)
Purchase of intellectual assets                                              --           (4,554)
Proceeds from disposition of subsidiary assets                           64,500               --
                                                                   -----------------------------

Net cash provide by/(used in) investing activities                       64,500          (32,253)
                                                                   -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank indebtedness                        34,161           36,000
Cash required for dividends                                               1,890            2,190
                                                                   -----------------------------

Net cash provided by/(used in) financing activities                      36,051           38,190
                                                                   -----------------------------

Effect of foreign currency exchange rates                                   854               --

NET INCREASE (DECREASE) IN CASH                                          45,807          (83,624)
Cash, beginning of period                                                73,881          248,064
                                                                   -----------------------------

CASH, END OF PERIOD                                                $    119,688     $    164,440
                                                                   =============================
</TABLE>

                                       6
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002

NOTE 1. 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,  2002 and  results of  operations  for the nine months
ended February 28, 2002 and 2001.

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

a)   Wholly-Owned Subsidiaries - active
     ----------------------------------

          HomeLife Realty  Services,  Inc., and MaxAmerica  Financial  Services,
          Inc.

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

          Builders Realty (Calgary) Ltd. (since  disposition of assets on August
          31,  2001),  FamilyLife  Realty  Services,  Inc.,  Red  Carpet  Broker
          Network,  Inc.,  National  Sellers  Network,  Inc., Aspen Benson & May
          LLC., HomeLife California Realty, Inc. and HomeLife Properties, Inc.

b)   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, 2002
and November 30, 2000.

On February 27, 1998, the Company  acquired all issued shares of Builders Realty
(Calgary)  Ltd., a Canadian real estate broker,  for $316,080 in cash and stock.
On January 20, 1999,  Builders Realty  (Calgary) Ltd.  purchased the real estate
brokerage  business  including  licensing  agreements and trademarks of HomeLife
Higher  Standards  operating in Calgary,  Alberta,  Canada,  for $42,061 cash in
fourteen monthly  installments of $2,714 and a final payment of $4,065.  On July
8, 2001,  the company  entered into an agreement to sell the assets and business
operated by Homelife Builders Realty (Calgary) Ltd., a wholly-owned  subsidiary,
for $64,500. This transaction was effective on August 31, 2001. The gain on this
disposition is included in the financial statements.

On  September  15,  1998,  the  Company  purchased  all the issued  shares of an
inactive  holding  company,  Aspen Benson and May  Investment  Bankers LLC., for
Common stock in the amount of $77,500 to be issued in January  2000. At the time
of purchase,  Aspen Benson and May Investment Bankers LLC. had negligible assets
and revenue.

During the period ended May 31, 1998, the company acquired, by cash of $5,000 in
total,  all issued shares of several  newly  incorporated  companies.  These new
companies  include:   MaxAmerica   Financial  Services,   Inc.,  which  will  be
originating real estate loans; HomeLife California Realty, Inc., which will be a
full service real estate operation;  HomeLife Properties,  Inc., which will be a
real estate  holding  company;  Red Carpet Broker  Network,  Inc.,  and National
Sellers Network, Inc., which will be licensing real estate brokerages.

                                       7
<PAGE>

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Principal Activities

HomeLife,  Inc. together with its subsidiaries is a leading provider of services
to the real estate and  mortgage  loan  industries.  The Company  engages in the
following activities:

The Company  franchises full service real estate brokerage  offices and provides
operational  and  administrative  services to its  franchisees  under the names,
HomeLife Realty Services,  National Real Estate Service,  Red Carpet Real Estate
Services, Red Carpet Keim, Network Real Estate and International Estates.

The Company is a mortgage  financing  service  provider  through its subsidiary,
MaxAmerica Financial Services, Inc.

Prior to the  disposal of its assets on August 31, 2001,  the Company  owned and
operated a full service  retail real estate  brokerage  through its  subsidiary,
Builders Realty (Calgary) Ltd.

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  and notes  receivable  are  primarily  from
franchisees in the real estate brokerage industry.

(c)  Cash and Cash Equivalents

Cash and cash  equivalents  include  cash on hand,  amounts due to banks and any
other highly  liquid  investments  purchased  with a maturity of three months or
less. The carrying amount  approximates fair value because of the short maturity
of those instruments.

(d)  Marketable Securities

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, 2002,  there
are no unamortized advertising costs.

(f)  Other Financial Instruments

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

(g)  Long-term Financial Instruments

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

(h)  Amortization of Property and Equipment

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

Furniture and fixtures 7 years
Computer equipment and software 7 years

                                       8
<PAGE>

Leasehold improvements 7 years
Automobile 4 years

(i)  Goodwill

Goodwill is the excess of cost over the value of tangible assets  acquired.  The
recoverability of goodwill is assessed  annually.  An impairment in the value of
the  goodwill  would be  recognized  if estimated  discounted  future cash flows
generated by acquired  businesses are determined to be  insufficient  to recover
the net book value of the goodwill.

(j)  Amortization of Other Assets

Amortization of other assets will be amortized on a straight-line  basis over 10
years. The recoverability of other assets are assessed annually.

(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, 2002, management expects its long-lived assets to
be fully recoverable.

(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 under these warranties have been recorded as reserve for
warranty  and are based on past  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
are not  recognized  as income,  are  recorded on the balance  sheet as deferred
revenue.

(m)  Income taxes

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 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.

(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

                                       9
<PAGE>

there  were  no  expense  amounts  to be  reflected  in  the  current  financial
statements.  The Company has used the fair value  approach for stock option plan
granted to non-employees according to EITF 96-18.

(o)  Foreign Currency Translation

Builders Realty (Calgary) Ltd., a wholly-owned  subsidiary,  maintains its books
and records in Canadian  dollars.  Balance sheet accounts are  translated  using
closing  exchange  rates in effect at the  balance  sheet  date and  income  and
expenses  accounts are  translated  using an average  exchange  rate  prevailing
during each reporting period. No representation is made that the Canadian dollar
amounts could have been, or could be,  converted  into United States  dollars at
the rates on the  respective  dates or at any other certain  rates.  Adjustments
resulting from the translation are included in accumulated  other  comprehensive
income in stockholders' equity.

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

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

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 3. BANK INDEBTEDNESS

At February 28, 2002 the company had three  available lines of credit under bank
loan  agreements.  Two of the  lines  amounted  to  $80,000  combined  and  were
unsecured  operating credit lines bearing interest at the rate of 16% per annum.
The corporate  office in California  held these lines.  The third line of credit
amounted to $32,500 (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.  A major  shareholder of the company
guarantees all three credit facilities.

NOTE 4. 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.

                                       10
<PAGE>

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

On November  1, 2001,  an officer and  director of the Company  received  30,000
common  shares at the fair market value in exchange for  services  rendered.  On
November 1, 2001, a non-affiliate  of the Company  received 50,000 common shares
at the fair market value in exchange for services rendered.  Also on November 1,
2001,  S  &  S  Acquisition  Corp.  received  540,000  shares  in  exchange  for
cancellation of a prior agreement.

(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.

On October 1, 2001, the company entered into an agreement with S & S Acquisition
Corp. to replace the warrant issued  January 16, 1997.  The new warrant  cancels
the  original  warrant and  entitles S & S  Acquisition  Corp.  to acquire up to
200,000 Common shares of the Company at $1.75 per share. Using the Black Scholes
model,  the value assigned to the  replacement  warrant was $8,564.  This amount
shown as an expense, is recorded in the financial statements.

(d)  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, 2002,  options to various employees of the company to acquire
130,000  Common  stock had been  granted  under the stock  option  plan with the
following terms:

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

(e)  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

                                       11
<PAGE>

NOTE 5. PROMISSORY NOTE RECEIVABLE

On October 8, 1999, a promissory  note  receivable in the amount of $250,000 was
exchanged for 100,000 shares of Pioneer Growth Corp. ("Pioneer").  The issuer of
the  promissory  note has  guaranteed  the  value of these  Pioneer  shares  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.  Should the
value of the shares of  Consolidated  be less than  $250,000 as at December  31,
2001,  the  promissory  note would then be  immediately  due and payable and the
issuer of the note would be subject  to the  guaranty  as  detailed  above.  The
amount is included in  subscriptions  receivable and the shares of  Consolidated
and Pioneer are not  reflected,  as resolution of these items will only occur on
December 31, 2001.

On December 31, 2001,  the Company  agreed to extend the  repayment  date of the
promissory  note to January  31, 2002 with all of the same  provisions  as noted
before.  On January 31, 2002, the Company agreed to extend the repayment date of
the promissory note to April 30, 2002.

NOTE 6. SEGMENTED INFORMATION

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

a)   Revenue by Geographic Area
                                                    2002            2001
                                               $              $
     United States of America                       892,230       1,055,787
     Canada                                         411,776       1,281,413
                                               ----------------------------

                                                  1,304,006       2,337,200
                                               ============================

b)   Net Income (Loss) by Geographic Area

     United States of America                      (104,968)        (29,451)
     Canada                                         (15,985)            603
                                               ----------------------------

                                                   (120,953)        (28,848)
                                               ============================

                                       12
<PAGE>

c)   Identifiable Assets by Geographic Area
                                                    2002            2001
                                               $              $
     United States of America                     1,316,094       1,893,690
     Canada                                              --         253,543
                                               ----------------------------

                                                  1,316,094       2,147,233
                                               ============================

d)   Amortization by Geographic Area

     United States of America                       109,641          49,184
     Canada                                              --           1,744
                                               ----------------------------

                                                    109,641          50,928
                                               ============================

d)   Revenue by industry

     Real Estate Franchise                          559,464         576,573
     Real Estate Brokerage                          411,776       1,281,413
     Mortgage Financing                              22,193          67,749
     Home Warranty                                  172,104         173,480
     Other                                          138,469         237,985
                                               ----------------------------
     Total                                        1,304,006       2,337,200
                                               ============================

e)   Net income (loss) by industry

     Real Estate Franchise                          (67,326)        (51,351)
     Real Estate Brokerage                          (15,985)            603
     Mortgage Financing                              (1,800)         (5,918)
     Home Warranty                                  (36,774)         25,777
     Other                                              932           2,341
                                               ----------------------------
     Total                                         (120,953)        (28,848)
                                               ============================

f)   Identifiable assets by industry

     Real Estate Franchise                        1,127,804       1,741,733
     Real Estate Brokerage                               --         253,543
     Mortgage Financing                              74,673          10,065
     Home Warranty                                  100,227         129,406
     Other                                           13,390          12,486
                                               ----------------------------
     Total                                        1,316,094       2,147,233
                                               ============================

                                       13
<PAGE>

                                                    2002            2001
                                               $              $
g)   Amortization by industry

     Real Estate Franchise                          108,506          48,049
     Real Estate Brokerage                               --           1,744
     Mortgage Financing                                  --              --
     Home Warranty                                    1,135           1,135
                                               ----------------------------
     Total                                          109,641          50,928
                                               ============================

NOTE 7. DISPOSAL OF SUBSIDIARY ASSETS

On August  31,  2001,  the  transaction  was  completed  to sell the  assets and
business  operated by Homelife  Builders  Realty  (Calgary) Ltd., a wholly-owned
subsidiary,  for $64,500. Pursuant to this sale, the company received $38,700 in
cash and has booked a long term  account  receivable  for  $25,800 to be paid in
equal installments October 31, 2002, 2003, 2004 & 2005.

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.  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 last fiscal year,  HomeLife has formed  strategic
alliances  with Home Value Check,  LLC, and Allstate  Funding.  Home Value Check
provides  Internet  based  appraisals for lenders and consumers of the Company's
services.  Allstate  Funding  provides  loan  processing  and  underwriting  for
MaxAmerica, the real estate mortgage brokerage subsidiary of HomeLife.

     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  FEBRUARY 28, 2002  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 28, 2001 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $222,162  for the quarter
ended  February  28, 2002  compared  to gross sales of $549,662  for the quarter
ended February 28, 2001. Revenue by business segment is shown below:

                                       February 28, 2002      February 28, 2001
                                        Amount        %        Amount        %
                                      ----------    -----    ----------    -----
     Real estate brokerage                    --       --       223,508       41
     Royalty & franchise fees            157,289       71       197,402       36
     Mortgage financing                       --       --         4,681        1
     Home warranty sales                  38,521       17        33,751        6
     Other                                26,352       12        90,320       16
                                      ----------    -----    ----------    -----
     TOTAL                               222,162      100       549,662      100
                                      ==========    =====    ==========    =====

                                       14
<PAGE>

Since the business and assets of Builders  Realty  (Calgary) were sold effective
August 31, 2001, there were no real estate brokerage fees recognized  during the
second quarter of fiscal year 2002.

Royalty fees & franchise  fees combined  decreased  $40,113 for the three months
ended  February 28, 2002  compared to the three months ended  February 28, 2001.
This  decrease  results  from the slow down in the  United  States  economy as a
direct result of the terrorist attacks of September 11, 2001.

There were no mortgage  financing  fees for the quarter ended  February 28, 2002
compared to $4,681 for the same  period in the prior  year.  The company did not
have a sales  representative for the mortgage financing during the third quarter
but has hired one during the fourth quarter.

Home warranty  sales were $4,770 higher in the third quarter of fiscal year 2002
compared  to the third  quarter  of fiscal  year  2001.  This is a factor of the
timing of the escrows closing.

     DIRECT COSTS. Direct costs for the current quarter were $39,111 compared to
$221,899 for the same prior year quarter.  This decrease corresponds to the sale
of Builders Realty  (Calgary) where the majority of direct costs were associated
with the real estate brokerage sales.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$132,570 for the three  months ended  February 28, 2001 to $85,028 for the three
months ended  February  28, 2002.  This  decrease of $47,542 was  primarily  the
result of three  employees  who were on payroll in the prior year but have since
left the company and only one has been replaced.

     GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  costs  for the
quarter ended  February 28, 2002 were $112,749  versus  $119,534 for the quarter
ended  February 28, 2001.  This  decrease of $6,785  results from a company wide
cutback in expenditures, most significantly from the Michigan office.

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

     FINANCIAL.  Financial  costs were higher for the quarter ended February 28,
2001, compared to the same period in the current fiscal year, due to an increase
in the allowance for doubtful accounts during the prior period.

     AMORTIZATION.  Amortization  of  intangibles  was  comparable for the three
months ended February 28, 2002 and 2001.

     MINORITY  INTEREST.  The decrease in net loss due to minority  interest was
$208 for the  quarter  ended  February  28,  2002 and an increase in net loss of
$1,014 for the quarter ended February 28, 2001. This results from the Keim Group
Ltd. and MaxAmerica Home Warranty  Company,  combined,  recording  income in the
current year quarter and losses in the prior year quarter.

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 capital  requirements of the Company are
for  operating  expenses  and to  service  and use of its lines of  credit.  The
Company has  recorded a loss on its  marketable  security as the share price has
declined in the public  market from the purchase  share  price.  The Company has
recorded  significant  operating losses in the prior two years. These losses are
primarily due to amortization  and  depreciation  of acquisitions  made in prior
years,  loss on  investments  made in prior  years,  and write down of marketing
materials  purchased  in prior years.  The company does not have any  derivative
instruments or hedging activities

                                       15
<PAGE>

therefore,  the company  believes that SFAS No. 133 will have no material impact
on the company's financial statements or notes thereto.

FOREIGN  FRANCHISEES.  Foreign  franchisees  consist  of the  sale  of a  master
franchise agreement to an individual in Germany. Payment 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  ended  2001,  the  company  sold  master
franchise agreements in Portugal and China.

NINE MONTHS  ENDED  FEBRUARY  28, 2002  (UNAUDITED)  COMPARED TO THE NINE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 28, 2001 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of  $1,304,006  for the nine
months ended  February 28, 2002  compared to gross sales of  $2,337,200  for the
nine months ended February 28, 2001. Revenue by business segment is shown below:

                                 February 28, 2002     February 28, 2001
                                   Amount       %        Amount       %
                                 ---------    -----    ---------    -----
     Real estate brokerage         411,776       32    1,281,413       55
     Royalty & franchise fees      559,464       43      576,573       25
     Mortgage financing             22,193        2       67,749        3
     Home warranty sales           172,104       13      173,480        7
     Other                         138,469       10      237,985       10
                                 ---------    -----    ---------    -----
     TOTAL                       1,304,006      100    2,337,200      100
                                 =========    =====    =========    =====

Real  estate  brokerage  commissions  was  $411,776  for the nine  months  ended
February 28, 2002 compared to $1,281,413  for the nine months ended February 28,
2001. The difference  results from the sale of Builders  Realty  (Calgary) which
was effective August 31, 2001.

Royalty fees & franchise fees combined  decreased  $17,109 from $576,573 for the
period ended  February  28, 2001 to $559,464  for the period ended  February 28,
2002. The decrease relates to the revenue  associated with the master franchises
sold during fiscal year 2001.

Mortgage  financing  fees were $22,193 for the three quarters ended February 28,
2002 compared to $67,749 for the same period in the prior year.  The decrease is
a result of timing the close of loans as well as the strong  competition in this
area,  resulting  in the average  fee per loan to be lower in the current  year.
Additionally,  no new loans were booked  during the third quarter as a result of
the company not having a sale representative in that area.

Home warranty sales were comparable for the two periods.

     DIRECT  COSTS.  Direct  costs for the current  nine  months  were  $572,837
compared  to  $1,382,191  for the same prior  year nine  months.  This  decrease
corresponds  to the sale of  Builders  Realty  (Calgary)  where the  majority of
direct costs were associated with the real estate brokerage sales.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$433,652  for the nine months  ended  February 28, 2001 to $288,120 for the nine
months ended  February 28, 2002.  This  decrease of $145,532 was  primarily  the
result of three  employees  who were on payroll in the prior year but have since
left the company and one has just recently been replaced.

     GENERAL AND ADMINISTRATIVE. General and administrative costs for the period
ended  February  28, 2001 were  $336,038  versus  $412,919  for the period ended
February 28, 2002.  This increase of $76,881  results from the timing of certain
expenditures being paid in the second quarter of the current year.

                                       16
<PAGE>

     OCCUPANCY.  The decrease of $76,690 in occupancy costs from the nine months
ended February 28, 2002 compared to same period in the prior fiscal year results
from the Michigan and California  corporate  offices  moving or reducing  office
space to reduce costs in addition to the sale of Builders Realty (Calgary).

     FINANCIAL. Financial costs were comparable for the two periods.

     AMORTIZATION.  Amortization of intangibles was $109,641 for the nine months
ended  February 28, 2002 compared to $50,928 for the nine months ended  February
28, 2001. This increase between the periods results from the amortization  being
booked per quarter rather than as a year end adjustment.

     MINORITY  INTEREST.  The increase in net loss due to minority  interest was
$6,967 for the nine months ended  February 28, 2002 and $297 for the nine months
ended  February 28, 2001.  This results from the Keim Group Ltd. and  MaxAmerica
Home Warranty  Company,  combined,  recording income in the current year & a net
loss in the prior year period.

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 capital  requirements of the Company are
for  operating  expenses  and to  service  and use of its lines of  credit.  The
Company has  recorded a loss on its  marketable  security as the share price has
declined in the public  market from the purchase  share  price.  The Company has
recorded  significant  operating losses in the prior two years. These losses are
primarily due to amortization  and  depreciation  of acquisitions  made in prior
years,  loss on  investments  made in prior  years,  and write down of marketing
materials  purchased  in prior years.  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 $298,808 as of February 28, 2002.  Effective  August 31, 2001, the
company  has  disposed  of  Builders  Realty  (Calgary)  Ltd.,  a  wholly  owned
subsidiary  which had suffered  recurring  losses.  In addition,  management has
initiated  changes in operational  procedures,  reduced expenses and focused its
efforts on its core business.  Management believes that, 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  ended  2001,  the  company  sold  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  damages  of  $238,275  (Canadian
          $356,699).  In  management's  opinion,  this  matter  will  not have a
          material affect on the financial position of the company.

                                       17
<PAGE>

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

ITEM 5.   OTHER INFORMATION.

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits:

               None.

          (b)  Reports on Form 8-K:

               None.

                                       18
<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 April 14, 2002                    /s/ Andrew Cimerman
                                        -----------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director