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, 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.)

             4100 Newport Place, Suite 730, Newport Beach, CA        92660
             ------------------------------------------------     ----------
             (Address of Principal Executive Offices)             (Zip Code)

              Registrant's telephone number, including area code:
                                 (949) 660-1919

     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 5,443,586  shares  outstanding for the period ended February
28, 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 February 28, 2001             1.

     Comparative Unaudited Consolidated Statements of Operations              3.
        for the three months ended February 28, 2001 and February 29, 2000

     Comparative Unaudited Consolidated Statements of Operations              4.
        for the nine months ended February 28, 2001 and February 29, 2000

     Comparative Unaudited Consolidated Statements of Cash Flows              5.
        for the three months ended February 28, 2001 and February 29, 2000

     Comparative Unaudited Consolidated Statements of Cash Flows              6.
        for the nine months ended February 28, 2001 and February 29, 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                                                  18.

Item 1. Legal Proceedings.                                                   18.

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

Item 3. Defaults Upon Senior Securities.                                     18.

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

Item 5. Other Information.                                                   19.

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

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET
AS OF FEBRUARY 28, 2001
(UNAUDITED)

ASSETS
Current Assets
     Cash                                                            $  164,440
     Marketable securities, at fair value                                 7,625
     Accounts receivable                                                123,517
     Notes receivable                                                   191,660
     Prepaid expenses and deposits                                       57,554
                                                                     ----------
                                                                        544,796

     Property and Equipment                                             442,378

     Goodwill                                                           617,015

     Other Assets                                                       353,031

     Cash Held in Trust                                                 190,013
                                                                     ----------

                                                                     $2,147,233
                                                                     ==========

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF FEBRUARY 28, 2001
(UNAUDITED)

LIABILITIES AND SHAREHOLDER'S EQUITY
     Current Liabilities

     Bank indebtedness                                              $    50,000
     Accounts payable                                                   122,671
     Accrued expenses                                                   194,029
     Reserve for warranty                                                41,214
     Dividends payable                                                    7,960
     Deferred revenue                                                   156,452
                                                                    -----------
                                                                        572,326

     Deferred Revenue                                                   154,119

     Trust Liability                                                    190,013

     Minority Interest                                                   30,120
                                                                    -----------
                                                                        946,578
     Stockholders' Equity

     Capital Stock                                                    1,036,629

     Additional Paid in Capital                                       3,182,304

     Accumulated Other Comprehensive Loss                                  (334)

     Accumulated Deficit                                             (3,017,944)
                                                                    -----------

                                                                      1,200,655
                                                                    -----------

                                                                    $ 2,147,233
                                                                    ===========

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
(UNAUDITED)
                                              For the three      For the three
                                              months ended       months ended
                                            February 28, 2001  February 29, 2000
     REVENUE

     Royalty and franchise fees                $   197,402        $   206,432
     Warranty fees                                  33,751             44,655
     Mortgage financing fees                         4,681             25,697
     Real estate brokerage                         223,508            400,864
     Other income                                   90,320             50,065
                                               ------------------------------
                                                   549,662            727,713

     COST OF SALES                                 221,899            426,621
                                               ------------------------------

                                                   327,763            301,092
                                               ------------------------------
     EXPENSES

     Salaries and fringe benefits                  132,570            181,069
     General and administrative                    119,534            115,877
     Occupancy                                      46,414             43,232
     Financial                                      15,741            (72,808)
     Amortization                                   33,643             76,453
                                               ------------------------------

                                                   347,902            343,823
                                               ------------------------------

     LOSS BEFORE MINORITY INTEREST                 (20,139)           (42,731)

     Minority interest                              (1,014)             3,216
                                               ------------------------------

     NET LOSS                                      (21,153)           (39,515)

     Preferred dividends                              (630)              (140)
                                               ------------------------------
     NET LOSS APPLICABLE TO
        COMMON SHARES                              (21,783)           (39,655)
                                               ==============================

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

     WEIGHTED-AVERAGE NUMBER OF                  4,940,155          4,956,848
     COMMON SHARES

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
(UNAUDITED)
                                              For the three      For the three
                                              months ended       months ended
                                            February 28, 2001  February 29, 2000
     REVENUE

     Royalty and franchise fees                $   576,573        $   649,997
     Warranty fees                                 173,480            201,384
     Mortgage financing fees                        67,749             64,331
     Real estate brokerage                       1,281,413          1,503,834
     Other income                                  237,985            226,807
                                               ------------------------------
                                                 2,337,200          2,646,353

     COST OF SALES                               1,382,191          1,613,165
                                               ------------------------------

                                                   955,009          1,033,188
                                               ------------------------------
     EXPENSES

     Salaries and fringe benefits                  433,652            471,910
     General and administrative                    336,038            413,944
     Occupancy                                     138,660            128,273
     Financial                                      22,986             78,097
     Amortization                                   50,928            165,015
                                               ------------------------------

                                                   982,264          1,257,239
                                               ------------------------------

     LOSS BEFORE MINORITY INTEREST                 (27,255)          (224,051)

     Minority interest                                 297               (396)
                                               ------------------------------

     NET LOSS                                      (26,958)          (224,447)

     Preferred dividends                            (1,890)            (1,700)
                                               ------------------------------
     NET LOSS APPLICABLE TO
        COMMON SHARES                              (28,848)          (226,147)
                                               ==============================

     BASIC AND FULLY DILUTED                   $      0.00        $     (0.05)
        LOSS PER COMMON SHARE
                                               ==============================

     WEIGHTED-AVERAGE NUMBER OF                  4,940,155          4,956,848
     COMMON SHARES

                                       4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>
                                                             For the three      For the three
                                                             months ended       months ended
                                                           February 28, 2001  February 29, 2000
                                                                     $                  $
<S>                                                            <C>                <C>
     CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                    (23,043)           (39,655)
     Adjustments to reconcile net loss to net cash used
        in operating activities
     Depreciation and amortization                                33,642             63,379
     Minority interest                                              (297)            (3,216)
     Loss on trading securities                                   13,000                 --
     Effect on foreign currency exchange rates                      (611)                --
     Gain on trading securities                                       --            (71,443)
     Changes in assets and liabilities
     Decrease (increase) in accounts and other receivable        (34,301)           (45,702)
     Decrease (increase) in notes receivable                        (438)            (3,500)
     Decrease (increase) in prepaid expenses                       1,440              1,349
     Increase (decrease) in accounts payable                     (13,708)          (259,605)
     Increase (decrease) in accrued expenses                      22,250            162,783
     Increase (decrease) in reserve for warranty                 (11,651)            10,500
     Increase in deferred revenue                                (21,000)            62,286
                                                               ----------------------------

     Net cash used in operating activities                       (34,717)          (122,824)
                                                               ----------------------------

     CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                          26,791             55,868
     Purchases of intellectual assets                             (4,554)           (95,815)
                                                               ----------------------------

     Net cash provided by/(used in) investing activities          22,237            (39,947)
                                                               ----------------------------

     CASH FLOWS FROM FINANCING ACTIVITIES
     Cash provided by (required for)  bank indebtedness          (25,000)            29,890
     Cash provided by (required for) notes payable               (90,944)            20,000
     Increase (decrease) in common stock issuance                     --             36,860
     Increase (decrease) in dividends payable                      2,190               (140)
                                                               ----------------------------

     Net cash provided by (used in) financing activities        (113,754)            86,610
                                                               ----------------------------

     NET INCREASE (DECREASE) IN CASH                            (126,234)           (76,161)
     Cash, beginning of period                                   290,674            269,264
                                                               ----------------------------
     CASH, END OF PERIOD                                       $ 164,440          $ 193,103
                                                               ============================
</TABLE>

                                       5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                                       (Unaudited)  (Unaudited)
                                                       February 28, February 29,
                                                           2001          2000
                                                             $             $
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                  (28,848)     (226,147)
Adjustments to reconcile net loss to net cash used
   in operating activities
Depreciation and amortization                              50,928       151,941
Minority interest                                          (1,796)          396
Loss on trading securities                                 13,000            --
Effect on foreign currency exchange rates                    (611)           --
Changes in assets and liabilities
Decrease (increase) in accounts and other receivable       (6,817)      (36,611)
Decrease (increase) in notes receivable                   (15,660)       (3,500)
Decrease (increase) in prepaid expenses                    (6,916)        1,764
Increase (decrease) in accounts payable                  (223,926)     (102,669)
Increase (decrease) in accrued expenses                   194,029        69,462
Increase (decrease) in reserve for warranty               (17,247)         (400)
Increase (decrease) in deferred revenue                   (45,697)            0
                                                        -----------------------

Net cash used in operating activities                     (89,561)     (145,764)
                                                        -----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                       (27,699)            0
Purchases of intellectual assets                           (4,554)            0
                                                        -----------------------

Net cash used in investing activities                     (32,253)            0
                                                        -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (required for)  bank indebtedness         36,000        12,930
Increase (decrease) in common stock issuance                    0             0
Increase (decrease) in dividends payable                    2,190        (1,700)
                                                        -----------------------

Net cash provided by financing activities                  38,190        11,230
                                                        -----------------------

NET INCREASE (DECREASE) IN CASH                           (83,624)     (134,534)
Cash, beginning of year                                   248,064       327,637
                                                        -----------------------

CASH, END OF PERIOD                                     $ 164,440     $ 193,103
                                                        =======================

                                       6
<PAGE>

                                 HOMELIFE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Unaudited for the nine months ended February 28, 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 February  28, 2001 and results of  operations  for nine months ended
February 28, 2001 and February 29, 2000.

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

a)   Wholly-owned subsidiaries

HomeLife Realty Services,  Inc.,  FamilyLife Realty Services,  Inc.,  MaxAmerica
Financial  Services,  Inc., Red Carpet Broker Network,  Inc.,  National  Sellers
Network, Inc., Builders Realty (Calgary) Ltd., 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, 2001
and February 29, 2000.

The assets  acquired were recorded as trademarks  and will be amortized  over 10
years.

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.
The goodwill will be amortized over 40 years on a straight-line line basis.

On  September  15,  1998,  the  Company  purchased  all the issued  shares of an
inactive  holding  company,  Aspen Benson and May 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 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.

                                       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  services  provider through its subsidiary,
MaxAmerica Financial Services, Inc.

The Company  owns and  operates 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, 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.

                                       8
<PAGE>

(h)  Amortization of Property and Equipment

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

Furniture and fixtures 7 years
Computer equipment and software 7 years
Leasehold improvements 7 years
Automobile 4 years

(i)  Goodwill

Goodwill is the excess of cost over the value of tangible assets acquired. It is
amortized on the straight-line basis over 40 years.

(j)  Amortization of Other Assets

Amortization  of other assets is on a  straight-line  basis over their estimated
useful lives as follows: Trademarks and franchise rights 10 years

(k)  Impairment

The Company's  policy is to record an  impairment  loss against the balance of a
long-lived asset in the period when it is determined that the carrying amount of
the asset may not be recoverable.  This  determination is based on an evaluation
of such factors as the occurrence of a significant  event, a significant  change
in the  environment  in which the  business  assets  operate or if the  expected
future  non-discounted cash flows of the business was determined to be less than
the carrying value of the assets.  If impairment is deemed to exist,  the assets
will be  written  down to fair  value.  Management  also  evaluates  events  and
circumstances  to  determine  whether  revised  estimates  of  useful  lives are
warranted.  As of February 28, 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

                                       9
<PAGE>

rules.  Companies  that choose not to adopt the new rules will continue to apply
the existing  accounting rules contained in Accounting  Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees. However, SFAS No. 123 requires
companies  that  choose  not to adopt  the new fair  value  accounting  rules to
disclose pro forma net income and earnings per share under the new method.  SFAS
No. 123 is effective for financial  statements for fiscal years  beginning after
December 15, 1995. The Company has adopted the disclosure provisions of SFAS No.
123 for both employee stock based compensation.  The Company's stock option plan
prior to 1997  which  vested  immediately  and  therefore  there were no expense
amounts to be reflected  in the current  financial  statements.  The Company has
used the fair value  approach  for stock  option plan  granted to  non-employees
according to EITF 96-18.

(o)  Foreign Currency Translation

Builders Realty (Calgary) Ltd., a wholly owned  subsidiary,  maintains its books
and records in Canadian dollars.  Income and expenses are translated at the rate
in affect on the transaction dates.  Transaction gain and losses are included in
the determination of earnings for the year.

Balance sheet accounts are translated  using closing exchange rates in affect 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
rates. Adjustments resulting from the translation are included in the cumulative
translation adjustments section 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. CASH HELD IN TRUST AND TRUST LIABILITY

Cash held in trust are  deposits  received  in  connection  with the  opening of
escrow accounts for the sale of real estate.  The deposits are recorded as trust
liabilities  and are  refunded  when the real  estate  is sold or the  escrow is
closed according to the terms of the escrow agreement.

NOTE 4. BANK INDEBTEDNESS

For the period ended February 28, 2001,  the Company's  available line of credit
under the bank loan agreement  amounted to $33,920  (CDN$50,000).  The operating
credit  facility  bears  interest at the bank's  prime  lending rate plus 2% per
annum with interest  payable  monthly.  As security,  the Company has provided a
general  assignment of book debts, a general security  agreement  constituting a
first charge over all present and future  personal  property of the  Company,  a
subordination  agreement  with  respect to amounts  owed by the  borrower to the
shareholders of $33,920  (CDN$50,000),  and a guarantee by the major shareholder
of the company of $33,920 (CDN$50,000).

                                       10
<PAGE>

At February 28, 2001, the Company had an available line of credit under the bank
loan agreement  amounting to $50,000.  The unsecured  operating  credit facility
bears interest at rate of 16% per annum.

NOTE 5. 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,  are redeemable at face value by the Company.  Convertible  after 12
months from the date of issuance,  at the option of the  shareholder,  to Common
shares  at a price  equal to 125% of the face  value of the  Class AA  shares as
compared with the market price of the Common stock.

100,000,000  Common shares of $0.001 par value

(b)  Issued

   10,000  Class A Preferred shares
       78  Class AA Preferred shares
5,443,586  Common shares

(c)  Warrant

On January 16, 1997, the Company granted a warrant to S & S Acquisition Corp. as
part of the  consideration  for  the  acquisition  of its  assets.  The  warrant
entitles S & S Acquisition  Corp.  to acquire,  from January 31, 1998 to January
31, 2002, up to 200,000 Common shares of the Company at $6 per share. The number
of Common shares and the price per share are adjusted  proportionately  with the
increase in the number of Common  shares  issued by the  Company.  As the market
value of the Common  share of the  Company was  significantly  lower than $6 per
share, no value was assigned to the warrant.

(d)  Stock options

On  September  18, 1998,  the Board of Directors of the Company  adopted a stock
option plan (the "plan") for its  directors,  employees,  and  consultants.  The
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.

(e)  Stock option plan

For the period ended May 31, 1999 options to various directors of the Company to
acquire  140,000  Common stock had been granted under the stock option plan with
the following terms:

   100,000  Common shares at $3 per share
    30,000  Common shares at $5 per share
    10,000  Common shares at $1 per share, expiring July 10, 1999.

As the  exercise  prices were higher than the market  values on the dates of the
grant, no compensation expenses were recorded by the Company.

(f)  Earnings per share

                                       11
<PAGE>

The fully  diluted  earnings  per share does not included the issuance of shares
which would be anti-dilutive arising from the following:

Conversion of 10,000 Class A Preferred shares to Common shares; conversion of 78
Class AA Preferred shares to Common shares; exercise of a warrant which entitles
holder to  acquire  200,000  Common  shares at $6 per share;  exercise  of stock
options to acquire issuance of 140,000 Common shares.

NOTE 6. PROMISSORY NOTE RECEIVABLE

On October 8, 1999, the Company  signed an agreement with a former  director who
had a $250,000 promissory note receivable.  The agreement allowed the Company to
exchange  the  promissory  note for  100,000  shares  of  Pioneer  Growth  Corp.
("Pioneer"),  a company  non-affiliated with the former director.  However,  the
former  director  could  re-acquire the Pioneer shares within one year by paying
$250,000 in cash,  or  returning  the 265,000  shares of HomeLife  common  stock
initially acquired. In addition, the former director has guaranteed the value of
the Pioneer  shares  would be atleast  $250,000 on October 8, 2000,  or he would
make up the  difference in value in cash or by  exercising  his option to return
HomeLife shares equal to the amount.

The Company is in current negotiations with the former director relating to this
note and has  extended  the  expiration  of the option and right until April 22,
2001.

In light of the option  provided to the former director to return all of part of
the HomeLife  shares  initially  acquired as well as his right to re-acquire the
Pioneer  shares,  the  Company  will  continue to reflect  the  promissory  note
receivable  until the option and the right  expires on April 22,  2001.  At that
time,  the Company  will either  record the Pioneer  shares as an asset at their
fair value, or the cash received in place of the Pioneer  shares.  Any shares of
HomeLife common shares received in settlement of the note will be cancelled.

In the event that the  issuer  fails to make up for any  diminution  in the fair
value of the Pioneer shares,  the Company will cancel a proportionate  number of
its common shares  previously  issued to issuer. If the Company continues to own
Pioneer  shares  subsequent  to April 22,  2001,  the Company  will  reflect any
changes in fair value through earnings on a quarterly basis.

NOTE 7. 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                       1,055,787           960,566
     Canada                                         1,281,413         1,685,787
                                                   ----------------------------
                                                    2,337,200         2,646,353
                                                   ============================

b)   Net Income (Loss) by Geographic Area

     United States of America                         (29,451)         (236,334)
     Canada                                               603            10,187
                                                   ----------------------------
                                                      (28,848)         (226,147)
                                                   ============================

                                       12
<PAGE>

                                                      2001              2000
                                                   $                 $
c)   Identifiable Assets by Geographic Area

     United States of America                       1,893,690         2,297,047
     Canada                                           253,543           417,671
                                                   ----------------------------
                                                    2,147,233         2,714,718
                                                   ============================

d)   Amortization by Geographic Area

     United States of America                          49,184           112,037
     Canada                                             1,744             4,023
                                                   ----------------------------
                                                       50,928           116,060
                                                   ============================

d)   Revenue by Industry
     Real Estate Franchise                            576,573           659,103
     Real Estate Brokerage                          1,281,413         1,685,787
     Mortgage Financing                                67,749            64,331
     Home Warranty                                    173,480           204,102
     Other                                            237,985            33,030
                                                   ----------------------------
     Total                                          2,337,200         2,646,353
                                                   ============================

e)   Net Loss by Industry

     Real Estate Franchise                            (51,351)         (231,917)
     Real Estate Brokerage                                603            10,187
     Mortgage Financing                                (5,918)            4,830
     Home Warranty                                     25,477             2,208
     Other                                              2,341           (11,455)
                                                   ----------------------------
     Total                                            (28,848)         (226,147)
                                                   ============================

f)   Identifiable Assets by Industry

     Real Estate Franchise                          1,741,733         2,139,574
     Real Estate Brokerage                            253,543           417,671
     Mortgage Financing                                10,065             7,585
     Home Warranty                                    129,406           134,281
     Other                                             12,486            15,607
                                                   ----------------------------
     Total                                          2,147,233         2,714,718
                                                   ============================

                                       13
<PAGE>

                                                      2001              2000
                                                   $                 $
g)   Amortization by industry

     Real Estate Franchise                             48,049           112,037
     Real Estate Brokerage                              1,744             4,023
     Mortgage Financing                                    --                --
     Home Warranty                                      1,135                --
                                                   ----------------------------
     Total                                             50,928           116,060
                                                   ============================

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.

                                       14
<PAGE>

THREE MONTHS ENDED  FEBRUARY 28, 2001  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 29, 2000 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $549,662  for the quarter
ended  February  28, 2001  compared  to gross sales of $727,713  for the quarter
ended February 29, 2000. Revenue by business segment is shown below:

                                      February 28, 2001       February 29, 2000
                                       Amount         %        Amount         %
                                       ------         -        ------         -
     Real estate brokerage            223,508       40.6      400,864       55.1
     Royalty & franchise fees         197,402       35.9      206,432       28.4
     Mortgage financing                 4,681        0.9       25,697        3.5
     Home warranty sales               33,751        6.1       44,655        6.1
     Other                             90,320       16.5       50,056        6.9
                                      -------      -----      -------      -----
     TOTAL                            549,662        100      727,713        100
                                      =======      =====      =======      =====

Real estate brokerage  commissions decreased from $400,864 for the quarter ended
February 29, 2000 to $223,508  for the quarter  ended  February  28, 2001.  This
decrease of $177,356 or 44%, is a result of a decrease in the number of licensed
real estate  agents in the Calgary  office.  The number of agents has  decreased
approximately 15% and accounted for the large decrease in brokerage commissions.
During the first  calendar  quarter of 2000, the housing market in Canada was on
an upswing,  which  accounted for the higher amount of brokerage  commissions in
the prior year .

Royalty fees & franchise  fees combined  decreased  $9,030 from $206,432 for the
three  months  ended  February  29, 2000 to $197,402  for the three months ended
February 28, 2001. As the franchise  fees were  approximately  the same for both
periods,  this  decrease  relates to the  royalty  fees and is the result of the
slowdown in real estate sales from the franchise offices.

Mortgage  financing  fees were $4,681 for the quarter  ended  February  28, 2001
compared to $25,697 for the quarter ended February 29, 2000.  Very few mortgages
were brokered in the current fiscal quarter,  as the mortgage subsidiary lost an
out of state correspondent that processed a majority of the company loans.

Home warranty sales were $33,751 and $44,655 for the quarters ended February 28,
2001  and  February  29,  2000,  respectively.  This  decrease  was due to fewer
contracts sold due to the general slow down in real estate sales.

     COST OF SALES.  Cost of sales for the current quarter was $221,899 compared
to $426,621 for the same prior year quarter.  As a percentage of sales, the cost
of sales is lower in the current  quarter due to the decrease in brokerage  real
estate sales.

     SALARIES  AND  FRINGE  BENEFITS.  Salaries  and fringe  benefits  decreased
$48,499 from  $181,069 for the three months ended  February 29, 2000 to $132,570
for the three months ended  February 28, 2001.  This  decrease was primarily the
result of the reduction in personnel in the Michigan and Calgary divisions.

     GENERAL  AND  ADMINISTRATIVE.  General  and  administrative  costs  for the
quarter ended  February 28, 2001 were $119,524  versus  $115,877 for the quarter
ended  February  29,  2000.  This  increase was mainly due to the use of outside
consultants that were covering for the reduction in personnel.

     OCCUPANCY.  There  was  a  slight  increase  in  occupancy  costs  for  the
comparable third fiscal quarters which is a result of the escalation  clauses in
the lease agreements.

     FINANCIAL.  Financial costs for the quarter ended February 28, 2001 were an
expense of $15,741  compared  to the credit of  $72,808  for the  quarter  ended
February 29, 2000. The credit in the prior year  primarily  relates to a gain on
the  marketable  investment  and currency  conversions  whereas the current year
expense  primarily  relates to bank  charges  and write  down on the  marketable
investment.

                                       15
<PAGE>

     AMORTIZATION.  Amortization of intangibles was $33,643 for the three months
ended  February 28, 2001 compared to $76,453 for the three months ended February
29, 2000.  This  decrease was the result prior year write offs and the change in
the estimate of the useful lives of the trademarks and franchise  rights from 20
year to 10 years which was a cumulative change.

     MINORITY  INTEREST.  The increase in net loss due to minority  interest was
$1,014 in the quarter ended February 28, 2001 versus a reduction in the net loss
of $3,216 for the quarter ended February 29, 2000. This difference is the result
of Keim Group  Ltd.  and  MaxAmerica  Home  Warranty  Company,  combined,  being
profitable  in the current year  quarter and  recording a loss in the prior year
quarter.

NINE MONTHS  ENDED  FEBRUARY  28, 2001  (UNAUDITED)  COMPARED TO THE NINE MONTHS
--------------------------------------------------------------------------------
ENDED FEBRUARY 29, 2000 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of  $2,337,200  for the nine
months ended  February 28, 2001  compared to gross sales of  $2,646,353  for the
nine months ended February 29, 2000. Revenue by business segment is shown below:

                                      February 28, 2001       February 29, 2000
                                       Amount         %        Amount         %
                                       ------         -        ------         -
Real estate brokerage                1,281,413      54.8     1,503,834      56.9
Royalty & franchise fees               576,573      24.7       649,997      24.5
Mortgage financing                      67,749       2.9        64,331       2.4
Home warranty sales                    173,480       7.4       201,384       7.6
Other                                  237,985      10.2       226,807       8.6
                                     ---------     -----     ---------     -----
TOTAL                                2,337,200       100     2,646,353       100
                                     =========     =====     =========     =====

Real estate brokerage commissions decreased from $1,503,834 for the period ended
February 29, 2000 to  $1,281,413  for the period ended  February 28, 2001.  This
decrease  is a result of a decrease  in the number of escrows per broker as well
as a decrease in the licensed number of brokers in the current year.

Royalty fees  decreased  from $649,997 for the period ended February 29, 2000 to
$576,573 for the period ended February 28, 2001. As franchise fees and number of
franchise  offices were  approximately  the same for both periods,  the decrease
relates to  royalties  and is a result of the  overall  slow down in real estate
sales.

Mortgage  financing  fees were $67,749 for the current year to date  compared to
$64,331 for the period ended  February  28,  2001.  The year to date is slightly
higher  than the  prior  year to  date,  although  the  separate  quarters  have
fluctuated.

Home warranty  sales  decreased  from $201,384 for the period ended February 29,
2000 to $173,480  for the period  ended  February  28,  2001.  This  decrease of
$27,904 was due to the slow down in real estate sales and escrows  closed during
the current year.

     COST OF SALES.  Cost of sales for the period  ended  February  28, 2001 was
$1,382,191  compared to $1,613,165 for the period ended February 29, 2000. These
amounts are comparable as a percentage of sales for the two periods.

     SALARIES AND FRINGE  BENEFITS.  Salaries and fringe  benefits were $433,652
for the period ended February 28, 2001 compared to $471,910 for the period ended
February 29, 2000. This decrease relates to the reduction of personnel in two of
the subsidiary divisions.

     GENERAL AND ADMINISTRATIVE. General and administrative costs for the period
ended  February  28, 2001 were  $336,028  versus  $413,944  for the period ended
February 29, 2000.  This decrease of $77,916 was primarily due to a concentrated
company wide effort to reduce overall costs.

                                       16
<PAGE>

     OCCUPANCY.  Occupancy  for the period ended  February 28, 2001 was $138,660
compared to $128,273 for the period ended  February 29, 2000.  This  increase of
$10,387 is as stated in occupancy lease agreements for annual increases.

     FINANCIAL.  Financial  costs for the period  ended  February  28, 2001 were
$22,986  compared to $78,097 for the period ended February 29, 2000. The current
year expense is lower as the write down on a marketable investment was higher in
the prior year.

     AMORTIZATION.  Amortization of intangibles was $50,928 for the period ended
February 28, 2001  compared to $165,015 for the period ended  February 29, 2000.
The adoption of SOP 98-5 occurred in the prior year and additional  amortization
was written off.

     MINORITY  INTEREST.  The decrease in net loss due to minority  interest was
$297 in the period  ended  February  28,  2001 versus an increase in net loss of
$396 for the period  ended  February 29, 2000.  This  difference  was due to the
combination of Keim Group Ltd. and MaxAmerica  Home Warranty  Company  showing a
profit in the prior year to date and a net loss in the current year to date.

     PREFERRED  DIVIDENDS.  Preferred  dividends were $1,890 in the period ended
February 28, 2001 versus  $1,700 for the period ended  February 29, 2000.  These
amounts are comparable and based on the number of preferred shareholders.

     LIQUIDITY AND CAPITAL RESOURCES.  HomeLife's primary source of liquidity is
positive cash flow from its current operations.  In addition it has 3,750 shares
of Voice  Mobility Inc. as a marketable  security,  and lines of credit with two
banks in the amounts of CDN$50,000 and $50,000.  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 three  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
promotional  and  marketing  materials  purchased in prior years due to outdated
advertising  campaigns.  Cash flow is  cumulatively  positive for the past three
years,  and it is projected  that  operations for the coming years can be funded
out of future cash flows.  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.

     FOREIGN  OPERATIONS.  Foreign  operations  consist  of the sale of a master
franchise agreement to an individual in Germany.  Payment for this agreement was
scheduled to be made in 12 quarterly  payments  beginning in October 1999.  Only
partial payments have been received. However, the Company is now in negotiations
with the obligor to  re-structure  this  obligation.  Continued  default of this
agreement  will  deprive  the  Company of the  anticipated  payments,  but it is
anticipated  to have no adverse  consequences  to the operations of the Company,
since it has no  commitments  of  capital  or  other  resources  to its  foreign
operations.

                                       17
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is currently involved in two lawsuits.

The company is involved in a lawsuit  with  Network  Real  Estate,  Inc., a real
estate broker,  where Network Real Estate,  Inc. has filed an action against the
company  claiming  that the company has failed to pay Network Real Estate,  Inc.
the  remaining  balance of $80,000  pursuant to the  Agreement  for  purchase of
Network Real Estate, Inc. licensing agreements and trademarks. On March 7, 2000,
the company  filed a  cross-complaint  against  Network  Real  Estate,  Inc. and
International  Estates,  Inc,  claiming that they failed to provide ownership of
International   Estates   trademark   pursuant  to  the  agreement.   Settlement
negotiations  are in progress and if finalized as proposed,  the company will be
dismissed  from the  complaint  by Network  Real  Estate,  Inc. and Network Real
Estate,  Inc. will pursue the company's  claims against  International  Estates,
Inc.  Pursuant to the  settlement  negotiations,  Network Real Estate,  Inc. did
submit 146,667 common shares for cancellation  totaling to $58,667 on October 1,
1999. In  management's  opinion,  this matter will not have a material effect on
the financial position of the company.

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. - Builders  Realty  (Calgary)  Ltd. v. Joyce  Travis and Cecil Avery in the
Provincial  Court of Alberta Canada.  The sellers of Builders  Realty  (Calgary)
Ltd.  have filed a counter  lawsuit for damages of $223,872 (CDN  $330,000).  In
management's  opinion,  this  matter  will not  have a  material  affect  on the
financial position of the Company.

Management believes that there is no other material litigation matter pending or
threatened against the Company.

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.

The Company had its annual meeting of  shareholders on February 8, 2001. At that
meeting  and by  proxy,  a quorum  was  present  and the  Company  received  the
following votes on its proposals:

Proposal                            Yes          No       Abstain   Shares Voted
Result

Board of Directors
Andrew Cimmerman                 3,364,512     2,335         0       3,366,847
YES (62%)
F. Bryson Farrill                3,366,847         0         0       3,366,847
YES (62%)
Terry Lyles                      3,366,847         0         0       3,366,847
YES (62%)
Marie M. May                     3,366,847         0         0       3,366,847
YES (62%)

                                       18
<PAGE>

Increase in Authorized
Shares of Common Stock           3,366,847         0         0       3,366,847
YES (62%)

Ratification of
Acts of Board of Directors       3,366,847         0         0       3,366,847
YES (62%)

ITEM 5. OTHER INFORMATION.

     None.

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

     (a)  Exhibits:

          None.

     (b)  Reports on Form 8-K:

          None.

                                       19
<PAGE>

                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                             HOMELIFE, INC.
                                             (REGISTRANT)

Dated April 8, 2001                     /s/ Andrew Cimerman
                                        ----------------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       20