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, 2001

[ ]  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, 2001

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 November 30, 2001        1.

          Comparative Unaudited Consolidated Statements of Operations         3.
               for the three months ended November 30, 2001 and 2000

          Comparative Unaudited Consolidated Statements of Operations         4.
               for the six months ended November 30, 2001 and 2000

          Comparative Unaudited Consolidated Statements of Cash Flows         5.
               for the three months ended November 30, 2001 and 2000

          Comparative Unaudited Consolidated Statements of Cash Flows         6.
               for the six months ended November 30, 2001 and 2000

          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 NOVEMBER 30, 2001
(UNAUDITED)

ASSETS
Current Assets
     Cash                                                           $   166,168
     Marketable securities, at fair value                                   900
     Accounts receivable                                                105,939
     Notes receivable                                                   146,351
     Prepaid expenses and deposits                                       52,184
                                                                    -----------
                                                                        471,542

     Accounts Receivable - Long Term                                     25,800

     Property and Equipment                                             294,237

     Goodwill                                                           353,782

     Other Assets                                                       267,245
                                                                    -----------

                                                                    $ 1,412,606
                                                                    ===========

                                        1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF NOVEMBER 30, 2001
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
     Current Liabilities
     Bank indebtedness                                              $    85,209
     Accounts payable                                                   392,430
     Reserve for warranty                                                52,868
     Dividends payable                                                    6,030
     Deferred revenue                                                   188,641
                                                                    -----------
                                                                        725,178

     Deferred Revenue                                                   125,760

     Minority Interest                                                   41,570
                                                                    -----------
                                                                        892,508

     Stockholders' Equity

     Capital Stock                                                    1,030,850

     Additional Paid in Capital                                       3,243,681

     Accumulated Other Comprehensive Gain/(Loss)                          4,715

     Accumulated Deficit                                             (3,759,148)
                                                                    -----------

                                                                        520,098
                                                                    -----------
                                                                    $ 1,412,606
                                                                    ===========

                                        2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
(UNAUDITED)

                                                     2001              2000
                                                     ----              ----
REVENUE

Royalty and franchise fees                        $   206,998       $   210,598
Warranty fees                                          57,301            55,357
Mortgage financing fees                                11,586            40,022
Real estate brokerage                                      --           492,448
Other income                                           46,248            91,553
                                                  -----------------------------

                                                      322,133           889,978

DIRECT COSTS                                           63,057           563,168
                                                  -----------------------------

                                                      259,076           326,810
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                           83,455           159,434
General and administrative                            182,565            91,392
Occupancy                                              11,472            45,791
Financial                                              13,679             3,780
Amortization                                           36,743             8,643
                                                  -----------------------------

                                                      327,914           309,040
                                                  -----------------------------

INCOME/(LOSS) BEFORE MINORITY INTEREST                (68,838)           17,770

Minority interest                                      (8,743)            1,123
                                                  -----------------------------
NET INCOME/(LOSS)                                     (77,581)           18,893

Preferred dividends                                    (1,260)             (630)
                                                  -----------------------------

NET INCOME/(LOSS) APPLICABLE TO COMMON
  SHARES                                              (78,841)           18,263
                                                  =============================

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

WEIGHTED-AVERAGE NUMBER OF                          5,846,641         5,103,492
  COMMON SHARES

                                        3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000
(UNAUDITED)

                                                     2001              2000
                                                     ----              ----
REVENUE

Royalty and franchise fees                        $   402,175       $   379,172
Warranty fees                                         133,583           139,729
Mortgage financing fees                                22,193            63,068
Real estate brokerage                                 411,776         1,057,905
Other income                                          112,117           147,665
                                                  -----------------------------

                                                    1,081,844         1,787,539

DIRECT COSTS                                          533,726         1,160,292
                                                  -----------------------------

                                                      548,118           627,247
                                                  -----------------------------
EXPENSES

Salaries and fringe benefits                          203,092           301,082
General and administrative                            300,170           216,504
Occupancy                                              48,484            92,246
Financial                                              18,697             7,245
Amortization                                           73,486            17,286
                                                  -----------------------------

                                                      643,929           634,363
                                                  -----------------------------

INCOME/(LOSS) BEFORE GAIN ON DISPOSAL OF
  SUBSIDIARY ASSETS                                   (95,811)           (7,116)

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

INCOME/(LOSS) BEFORE MINORITY INTEREST                (43,681)           (7,116)

Minority interest                                      (7,175)            1,311
                                                  -----------------------------

NET INCOME/(LOSS)                                     (50,856)           (5,805)

Preferred dividends                                    (1,260)           (1,260)
                                                  -----------------------------

NET INCOME/(LOSS) APPLICABLE TO COMMON
  SHARES                                              (52,116)           (7,065)
                                                  =============================

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

WEIGHTED-AVERAGE NUMBER OF                          5,846,641         5,103,492
  COMMON SHARES

                                        4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
(UNAUDITED)

                                                     2001              2000
                                                     ----              ----
                                                       $                 $
CASH FLOWS FROM OPERATION ACTIVITIES
Net income/(loss)                                     (78,841)           18,893
Adjustments to reconcile net income/(loss)
  to net cash provided by operating
  activities
Depreciation and amortization                          36,743             8,643
Minority interest                                       8,743            (1,311)
Loss on trading securities                                337                --
Gain on disposal of subsidiary assets                      --                --
Stock based compensation                               45,764                --
Reserve for warranties                                    389            (7,235)
Changes in assets and liabilities
(Increase) decrease in accounts and
  other receivable                                     41,752            (9,365)
(Increase) decrease in notes receivable                    --           (14,421)
(Increase) decrease in prepaid expenses                  (457)            2,678
Increase (decrease) in accounts payable                19,295             6,697
Increase (decrease) in notes payable                       --            20,376
Increase (decrease) in deferred revenue               (30,705)          (24,697)
                                                  -----------------------------

Net cash provided by/(used in) operating
  activities                                           43,020               258
                                                  -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                        --             3,137
Proceeds from disposition of subsidiary
  assets                                                   --                --
                                                  -----------------------------

Net cash provide by/(used in) investing
  activities                                               --             3,137
                                                  -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank
  indebtedness                                         36,683            61,000
Cash required for dividends                             1,260                --
                                                  -----------------------------

Net cash provided by/(used in) financing
  activities                                           37,943            61,000
                                                  -----------------------------

Effect of foreign currency exchange rates                (170)               --

NET INCREASE (DECREASE) IN CASH                        80,793            64,395
Cash, beginning of period                              85,375           226,279
                                                  -----------------------------

CASH, END OF PERIOD                               $   166,168       $   290,674
                                                  =============================

                                        5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000
(UNAUDITED)

                                                     2001              2000
                                                     ----              ----
                                                       $                 $
CASH FLOWS FROM OPERATION ACTIVITIES
Net income/(loss)                                     (52,116)           (5,805)
Adjustments to reconcile net income/(loss)
  to net cash provided by operating activities
Depreciation and amortization                          73,486            17,286
Minority interest                                       7,175            (1,499)
Loss on trading securities                              4,350                --
Gain on disposal of subsidiary assets                 (52,130)               --
Stock based compensation                               48,764                --
Reserve for warranties                                  7,965            (5,596)
Changes in assets and liabilities
(Increase) decrease in accounts and
  other receivable                                      3,159            27,484
(Increase) decrease in notes receivable                  (845)          (15,222)
(Increase) decrease in prepaid expenses                 5,404            (8,356)
Increase (decrease) in accounts payable                (8,108)          (38,439)
Increase (decrease) in notes payable                       --            90,944
Increase (decrease) in deferred revenue               (46,410)          (24,697)
                                                  -----------------------------

Net cash provided by/(used in) operating
  activities                                           (9,306)           36,100
                                                  -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                        --           (54,490)
Proceeds from disposition of subsidiary
  assets                                               64,500                --
                                                  -----------------------------

Net cash provide by/(used in) investing
  activities                                           64,500           (54,490)
                                                  -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank
  indebtedness                                         34,979            61,000
Cash required for dividends                             1,260
                                                  -----------------------------

Net cash provided by/(used in) financing
  activities                                           36,239            61,000
                                                  -----------------------------

Effect of foreign currency exchange rates                 854                --

NET INCREASE (DECREASE) IN CASH                        92,287            42,610
Cash, beginning of period                              73,881           248,064
                                                  -----------------------------

CASH, END OF PERIOD                               $   166,168       $   290,674
                                                  =============================

                                        6
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001

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 November 30, 2001 and results of operations for the six months ended
November 30, 2001 and 2000.

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 November 30, 2001
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  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.

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.

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.

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.

                                        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 November 30, 2001,  there
are no unamortized advertising costs.

(f)  Other Financial Instruments

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

(g)  Long-term Financial Instruments

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

(h)  Amortization of Property and Equipment

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

Furniture and fixtures 7 years
Computer equipment and software 7 years
Leasehold improvements 7 years

                                        8
<PAGE>

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 November 30, 2001, 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 November 30, 2001 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.
These lines were held by the corporate  office in California.  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.  All three credit
facilities are guaranteed by a major shareholder of the company.

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 November 30, 2001,  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

NOTE 5.   PROMISSORY NOTE RECEIVABLE

                                       11
<PAGE>

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 value of
these Pioneer shares have been  guaranteed by the issuer of the promissory  note
for $250,000 (the  "guaranty").  Should the value of the Pioneer  shares be less
than  $250,000  on the due date of the  promissory  note,  October 8, 2000,  the
issuer of the note has the option to make up the  difference in cash, or make up
the  difference  with  HomeLife  Inc.'s  common stock by providing  one share of
HomeLife, Inc's common stock for each dollar that is deficient.

On November 1, 2000,  the company  agreed to accept full  ownership  rights to a
company, Consolidated International Telecom, Inc. ("Consolidated"),  in exchange
for the 100,000 shares of Pioneer, the guaranty and to extend the repayment date
of the  promissory  note from October 8, 2000 to December  31, 2001.  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.

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
                                                        2001            2000
                                                     $               $
     United States of America                           670,068         729,634
     Canada                                             411,776       1,057,905
                                                     --------------------------

                                                      1,081,844       1,787,539
                                                     ==========================

b)   Net Income (Loss) by Geographic Area

     United States of America                           (36,131)         (1,573)
     Canada                                             (15,985)         (5,492)
                                                     --------------------------

                                                        (52,116)         (7,065)
                                                     ==========================

c)   Identifiable Assets by Geographic Area
                                                        2001            2000
                                                     $               $
     United States of America                         1,412,606       2,036,856
     Canada                                                  --         213,124
                                                     --------------------------

                                                      1,412,606       2,249,980
                                                     ==========================

                                       12
<PAGE>

d)   Amortization by Geographic Area

     United States of America                            73,486          16,098
     Canada                                                  --           1,188
                                                     --------------------------

                                                         73,486          17,286
                                                     ==========================

d)   Revenue by industry
     Real Estate Franchise                              402,175         379,172
     Real Estate Brokerage                              411,776       1,057,905
     Mortgage Financing                                  22,193          63,068
     Home Warranty                                      133,583         139,729
     Other                                              112,117         147,665
                                                     --------------------------
     Total                                            1,081,844       1,787,539
                                                     ==========================

e)   Net income (loss) by industry

     Real Estate Franchise                              (26,154)        (24,417)
     Real Estate Brokerage                              (15,985)         (5,492)
     Mortgage Financing                                   3,058             920
     Home Warranty                                      (13,676)         35,157
     Other                                                  641         (13,233)
                                                     --------------------------
     Total                                              (52,116)         (7,065)
                                                     ==========================

f)   Identifiable assets by industry

     Real Estate Franchise                            1,201,028       1,857,630
     Real Estate Brokerage                                   --         213,124
     Mortgage Financing                                  79,530          16,903
     Home Warranty                                      118,949         152,063
     Other                                               13,099          10,260
                                                     --------------------------
     Total                                            1,412,606       2,249,980
                                                     ==========================

g)   Amortization by industry
                                                        2001            2000
                                                     $               $
     Real Estate Franchise                               72,730          15,414
     Real Estate Brokerage                                   --           1,188
     Mortgage Financing                                      --              --
     Home Warranty                                          756             684
                                                     --------------------------
     Total                                               73,486          17,286
                                                     ==========================

                                       13
<PAGE>

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  NOVEMBER 30, 2001  (UNAUDITED)  COMPARED TO THE THREE MONTHS
ENDED NOVEMBER 30, 2000 (UNAUDITED).

     REVENUES.  The Company  generated  gross sales of $322,133  for the quarter
ended  November  30, 2001  compared  to gross sales of $889,978  for the quarter
ended November 30, 2000. Revenue by business segment is shown below:

                                November 30, 2001           November 30, 2000
                                 Amount        %             Amount        %
                                --------    --------        --------    --------
    Real estate brokerage             --          --         492,448          56
    Royalty & franchise fees     206,998          64         210,598          24
    Mortgage financing            11,586           4          40,022           4
    Home warranty sales           57,301          18          55,357           6
    Other                         46,248          14          91,553          10
                                --------    --------        --------    --------
    TOTAL                        322,133         100         889,978         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 $3,600 or less than 2% for the
three months ended November 30, 2001 compared to the three months ended November
30, 2000.

Mortgage  financing  fees were $11,586 for the quarter  ended  November 30, 2001
compared to $40,022 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.

Home warranty sales were comparable for the two periods.

     DIRECT COSTS. Direct costs for the current quarter were $63,057 compared to
$563,168 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
$159,434 for the three  months ended  November 30, 2000 to $83,455 for the three
months ended  November  31, 2001.  This  decrease of $92,114 was  primarily  the
result of two  employees  who were on  payroll  in the prior year but have since
left the company and not been replaced.

     GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  costs  for the
quarter  ended  November 30, 2001 were $182,565  versus  $91,392 for the quarter
ended  November 30, 2000.  This  increase of $91,173  results from the timing of
certain expenditures being paid in the second quarter of the current year.

     OCCUPANCY.  The decrease in occupancy costs from second quarter fiscal year
2002 compared to second  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 November 30,
2001 due to an increase in the allowance for doubtful accounts.

     AMORTIZATION.  Amortization of intangibles was $36,743 for the three months
ended  November 30, 2001 compared to $8,643 for the three months ended  November
30, 2000. 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
$8,743 for the quarter ended  November 30, 2001 and an increase in net income of
$1,123 for the quarter ended November 30, 2000. 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 therefore,  the company believes that SFAS No.
133 will have no material impact on the company's financial  statements or notes
thereto.

                                       15
<PAGE>

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.

SIX MONTHS ENDED NOVEMBER 30, 2001 (UNAUDITED)  COMPARED TO THE SIX MONTHS ENDED
NOVEMBER 30, 2000 (UNAUDITED).

     REVENUES.  The  Company  generated  gross sales of  $1,081,844  for the six
months ended November 31, 2001 compared to gross sales of $1,787,539 for the six
months ended November 30, 2000. Revenue by business segment is shown below:

                                November 31, 2001           November 30, 2000
                                 Amount        %             Amount        %
                                --------    --------        --------    --------
    Real estate brokerage        411,776          38        1,057,905         59
    Royalty & franchise fees     402,175          37         379,172          21
    Mortgage financing            22,193           2          63,068           4
    Home warranty sales          133,583          12         139,729           8
    Other                        112,117          11         147,665           8
                                --------    --------        --------    --------
    TOTAL                       1,081,844        100        1,787,539        100
                                ========    ========        ========    ========

Real estate brokerage commissions was $411,776 for the six months ended November
30, 2001 compared to $1,057,905  for the six months ended November 30, 2000. The
difference  results  from  the  sale of  Builders  Realty  (Calgary)  which  was
effective August 31, 2001.

Royalty fees & franchise fees combined  increased  $23,003 from $379,172 for the
period ended  November  30, 2000 to $402,175  for the period ended  November 30,
2001. The increase relates to the revenue  associated with the master franchises
sold during fiscal year 2001.

Mortgage  financing  fees were $22,193 for the two quarters  ended  November 30,
2001 compared to $63,068 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.

Home  warranty  sales were lower in the current year period as a result of fewer
contracts sold due to the competition in the area.

     DIRECT  COSTS.  Direct  costs for the  current  six  months  were  $533,726
compared  to  $1,160,292  for the same prior year six  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
$301,082  for the six months  ended  November  30, 2000 to $203,092  for the six
months ended  November  30, 2001.  This  decrease of $97,990 was  primarily  the
result of two  employees  who were on  payroll  in the prior year but have since
left the company and not been replaced.

     GENERAL AND ADMINISTRATIVE. General and administrative costs for the period
ended  November  30, 2000 were  $216,504  versus  $300,170  for the period ended
November 30, 2001.  This increase of $83,666  results from the timing of certain
expenditures being paid in the second quarter of the current year.

     OCCUPANCY.  The  decrease  of  $43,762 in  occupancy  costs from first half
fiscal  year 2002  compared  to first half  fiscal  year 2001  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).

                                       16
<PAGE>

     FINANCIAL.  Financial  costs were higher for the six months ended  November
30, 2001 due to an increase in the allowance for doubtful accounts.

     AMORTIZATION.  Amortization  of intangibles  was $73,486 for the six months
ended  November 30, 2001  compared to $17,286 for the six months ended  November
30, 2000. 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
$7,175 for the six months ended November 30, 2001 and a reduction of net loss of
$1,311 for the quarter ended November 30, 2000. This results from the Keim Group
Ltd. and MaxAmerica Home Warranty  Company,  combined,  recording  income in the
current year period and losses 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 $253,636 as of November 30, 2001.  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. 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.

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.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

                                       17
<PAGE>

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          None.

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

          None.

ITEM 5.   OTHER INFORMATION.

          None.

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

          (a)  Exhibits:

               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 January 14, 2002                  /s/ Andrew Cimerman
                                        ----------------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       19