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, 2002

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

                      Commission File Number #000-1024048

                                 HOMELIFE, INC.

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

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


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

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

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

                                 Yes [X] No [ ]

       The issuer had 6,108,586 shares outstanding as of November 30, 2002

Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]

<PAGE>

                                 HOMELIFE, INC.

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

PART I - FINANCIAL INFORMATION                                                1.

Item 1. Financial Statements                                                  1.

         Consolidated Unaudited Balance Sheet as of November 30, 2002         1.

         Comparative Unaudited Consolidated Statements of Operations          3.
            for the three months ended November 30, 2002  and 2001

         Comparative Unaudited Consolidated Statements of Operations          4.
            for the six months ended November 30, 2002  and 2001

         Comparative Unaudited Consolidated Statements of Cash Flows          5.
            for the three months ended November 30, 2002  and 2001

         Comparative Unaudited Consolidated Statements of Cash Flows          6.
            for the six months ended November 30, 2002  and 2001

         Notes to Unaudited Consolidated Financial Statements                 7.

Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operation.                                        15.

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.                                     19

Item 4. Submission of Matters to a Vote of Security Holders.                 19.

Item 5. Other Information.                                                   19.

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

Item 7. Certification.                                                       22.

<PAGE>

PART I - FINANCIAL INFORMATION

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET
AS OF NOVEMBER 30, 2002
(UNAUDITED)

ASSETS
Current Assets
         Cash                                                       $    106,720
         Marketable securities, at fair value                                900
         Accounts receivable                                              24,138
         Prepaid expenses and deposits                                    34,862
                                                                    ------------
                                                                         166,620

         Property and Equipment                                          229,852

         Goodwill                                                        269,167

         Other Assets                                                    224,467

         Purchased Franchise Rights                                       40,000
                                                                    ------------

                                                                    $    930,106
                                                                    ============

                                       1
<PAGE>

HOMELIFE, INC.
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS OF NOVEMBER 30, 2002
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities

         Bank indebtedness                                         $     79,557
         Accounts payable                                               336,336
         Reserve for warranty                                            56,507
         Dividends payable                                                6,770
         Deferred revenue                                               122,175
                                                                   ------------
                                                                        601,345

         Deferred Revenue                                               113,020

         Minority Interest                                               29,623
                                                                   ------------
                                                                        743,988

         Stockholders' Equity

         Capital Stock                                                1,031,109

         Additional Paid in Capital                                   3,487,472

         Accumulated Other Comprehensive Gain/(Loss)                      4,715

         Accumulated Deficit                                         (4,337,178)
                                                                   ------------

                                                                        186,118
                                                                   ------------

                                                                   $    930,106
                                                                   ============

                                       2
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 AND 2001
(UNAUDITED)
                                                     2002              2001
                                                 ------------      ------------
REVENUE

Royalty and franchise fees                       $    131,434      $    206,998
Warranty fees                                          52,042            57,301
Mortgage financing fees                                    --            11,586
Other income                                           25,461            46,248
                                                 ------------------------------

                                                      208,937           322,133

DIRECT COSTS                                           51,018            63,057
                                                 ------------------------------

                                                      157,919           259,076
                                                 ------------------------------
EXPENSES

Salaries and fringe benefits                           72,509            83,455
General and administrative                             92,539           182,565
Occupancy                                              15,452            11,472
Financial                                               1,312            13,679
Impairment loss                                       100,000                --
Depreciation                                           15,036            16,551
Amortization                                           12,963            20,192
                                                 ------------------------------

                                                      309,811           327,914
                                                 ------------------------------

LOSS BEFORE MINORITY INTEREST                        (151,892)          (68,838)

Minority interest                                       1,253            (8,743)
                                                 ------------------------------

NET LOSS                                             (150,639)          (77,581)

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

NET LOSS APPLICABLE TO COMMON
   SHARES                                            (150,639)          (78,841)
                                                 ==============================


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


WEIGHTED-AVERAGE NUMBER OF
 COMMON SHARES                                      6,108,586         5,846,641

                                       3
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001
(UNAUDITED)
                                                     2002              2001
                                                 ------------      ------------
REVENUE

Royalty and franchise fees                        $    264,750     $    402,175
Warranty fees                                          101,783          133,583
Mortgage financing fees                                     --           22,193
Real estate brokerage                                       --          411,776
Other income                                            77,386          112,117
                                                 ------------------------------

                                                       443,919        1,081,844

DIRECT COSTS                                           102,353          533,726
                                                 ------------------------------

                                                       341,566          548,118
                                                 ------------------------------
EXPENSES

Salaries and fringe benefits                           151,552          203,092
General and administrative                             152,049          300,170
Occupancy                                               30,900           48,484
Financial                                                3,047           18,697
Depreciation                                            31,082           33,102
Impairment                                             110,000               --
Amortization                                            25,926           40,384
                                                 ------------------------------

                                                       504,556          643,929
                                                 ------------------------------

LOSS BEFORE GAIN ON DISPOSAL OF
  SUBSIDIARY ASSETS                                   (162,990)         (95,811)

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

LOSS BEFORE MINORITY INTEREST                         (162,990)         (43,681)

Minority interest                                        2,060           (7,175)
                                                 ------------------------------

NET LOSS                                              (160,930)         (50,856)

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

NET LOSS APPLICABLE TO COMMON
   SHARES                                             (160,930)         (52,116)
                                                 ==============================

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

WEIGHTED-AVERAGE NUMBER OF
 COMMON SHARE                                        6,108,586        5,846,641

                                       4
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002  AND 2001
(UNAUDITED)

<TABLE>
<CAPTION>
                                                              2002             2001
                                                                $                $
                                                          ------------     ------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                       <C>              <C>
Net loss                                                      (150,639)         (78,841)
Adjustments to reconcile net loss to net cash provided
   by operating activities
Depreciation and amortization                                   27,999           36,743
Minority interest                                               (1,253)           8,743
Loss on trading securities                                          --              337
Impairment loss on purchased franchise rights                   10,000               --
Impairment loss on goodwill of subsidiary                       90,000               --
Shares issued for services                                          --           45,764
Reserve for warranties                                           1,455              389
Changes in assets and liabilities
Change in accounts and other receivable                         (6,499)          41,752
Change in prepaid expenses                                          --             (457)
Change in accounts payable                                      13,786           19,295
Change in deferred revenue                                      (6,995)         (30,705)
                                                          -----------------------------

Net cash provided by/(used in) operating activities            (22,146)          43,020
                                                          -----------------------------

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

Net cash provide by/(used in) investing activities              (1,876)              --
                                                          -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank indebtedness                 (549)          36,683
Cash required for dividends                                         --            1,260
                                                          -----------------------------

Net cash provided by/(used in) financing activities               (549)          37,943
                                                          -----------------------------

Effect of foreign currency exchange rates                           --             (170)

NET INCREASE (DECREASE) IN CASH                                (24,571)          80,793
Cash, beginning of period                                      131,291           85,375
                                                          -----------------------------

CASH, END OF PERIOD                                       $    106,720     $    166,168
                                                          =============================
</TABLE>

                                       5
<PAGE>

HOMELIFE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002  AND 2001
(UNAUDITED)

<TABLE>
<CAPTION>
                                                              2002             2001
                                                                $                $
                                                          ------------     ------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                       <C>              <C>
Net loss                                                      (160,930)         (52,116)
Adjustments to reconcile net loss to net cash provided
   by operating activities
Depreciation and amortization                                   57,008           73,486
Minority interest                                               (2,060)           7,175
Loss on trading securities                                          --            4,350
Impairment loss on purchased franchise rights                   20,000               --
Impairment loss on goodwill of subsidiary                       90,000               --
Gain on disposal of subsidiary assets                               --          (52,130)
Shares issued for services                                          --           48,764
Reserve for warranties                                           1,918            7,965
Changes in assets and liabilities
Change in accounts and other receivable                           (336)           3,159
Change in notes receivable                                          --             (845)
Change in prepaid expenses                                        (213)           5,404
Change in accounts payable                                       7,244           (8,108)
Change in deferred revenue                                     (13,990)         (46,410)
                                                          -----------------------------

Net cash provided by/(used in) operating activities             (1,359)          (9,306)
                                                          -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of subsidiary assets                      --           64,500
Purchase of fixed assets                                        (1,876)              --
                                                          -----------------------------

Net cash provide by/(used in) investing activities              (1,876)          64,500
                                                          -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash provided by (repayment of) bank indebtedness               (3,520)          34,979
Cash required for dividends                                         --            1,260
                                                          -----------------------------

Net cash provided by/(used in) financing activities             (3,520)          36,239
                                                          -----------------------------

Effect of foreign currency exchange rates                           --              854

NET INCREASE (DECREASE) IN CASH                                 (6,755)          92,287
Cash, beginning of period                                      113,475           73,881
                                                          -----------------------------

CASH, END OF PERIOD                                       $    106,720     $    166,168
                                                          =============================
</TABLE>

                                       6
<PAGE>

                                 HOMELIFE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              UNAUDITED FOR THE SIX MONTHS ENDED NOVEMBER 30, 2002

NOTE 1.   MANAGEMENT'S PLAN AND FUTURE OPERATIONS

As of November 30, 2002,  adverse principal  conditions and events are prevalent
that require  necessary  action by management to enable the company to return to
profitability  and  to  reverse  these  adverse  conditions  and  events.  These
conditions  and events  include  recurring  operating  losses,  working  capital
deficiencies,  negative  cash flow from  operations  and adverse  key  financial
ratios.  Management's  plans to mitigate  these  adverse  conditions  and events
include:

     1.   During the prior fiscal year,  the company closed the operations of an
          unprofitable  subsidiary,  HomeLife Builders Realty (Calgary) Ltd, and
          sold certain assets.
     2.   During the prior fiscal  year,  certain  cost  cutting  measures  were
          implemented  to  significantly  reduce office  rental  costs,  payroll
          expenses and certain SEC filing  costs in the Michigan and  California
          offices.
     3.   During the prior fiscal year,  the company  settled  certain  lawsuits
          regarding Network and International  Estates which will further reduce
          legal fees and management involvement.
     4.   The company is currently focusing on:
          -    the core business of franchising,
          -    the home warranty business,
          -    attempting to raise additional funding through private and public
               offering,
          -    investigating and pursing potential mergers/acquisitions.

Despite their best efforts,  however, there can be no assurance that the company
will be successful in their endeavors in this regard.

NOTE 2.   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, 2002 and results of operations for the six months ended
November 30, 2002 and 2001.

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

Wholly-Owned Subsidiaries - active
----------------------------------

HomeLife  Realty  Services,  Inc.,  MaxAmerica  Financial  Services,  Inc.,  and
HomeLife California Properties,  Inc. (formerly named HomeLife Properties Inc.),
Real Estate School of Southern California

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

FamilyLife  Realty  Services,  Inc., Red Carpet Broker Network,  Inc.,  National
Sellers Network, Inc., Aspen Benson & May LLC, HomeLife California Realty, Inc.,
and Builders Realty (Calgary) Ltd.

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, 2002
and November 30, 2001.

The assets  acquired were recorded as trademarks  and will be amortized  over 10
years on a straight-line basis.

                                       7
<PAGE>

In February 1998, the Company acquired  Builders Realty (Calgary) Ltd.  Builders
Realty  (Calgary) is a two-office  residential  real estate  company  located in
Calgary,  Alberta, Canada. Builders Realty (Calgary) Ltd. changed its trade name
to  HomeLife  Builders  Realty and  operates  as a wholly  owned  subsidiary  of
HomeLife, Inc.

In April 1998, the company  incorporated  National Sellers  Network,  Inc., as a
Nevada  corporation,  to  function as a real  estate  licensing  company for the
National Real Estate Services trade name.  National Sellers  Network,  Inc. is a
wholly  owned  subsidiary  of the  Company.  Also in  April  1998,  the  company
incorporated  Red Carpet  Broker  Network,  Inc.,  as a Nevada  corporation,  to
function  as a real  estate  licensing  company  for the Red Carpet  Real Estate
Services  trade name.  Red Carpet Real  Estate  Services,  Inc. is also a wholly
owned subsidiary of the Company.

In August 1998, the Company incorporated  HomeLife Properties,  Inc. as a Nevada
corporation  to function as a buyer and seller of real  property.  This  company
currently has no operations and is a wholly owned subsidiary of HomeLife.

In September  1998, the company  acquired the investment  banking firm of Aspen,
Benson & May, LLC. Aspen,  Benson & May, LLC currently has no operations and the
Company does not anticipate  operating  through this subsidiary  during at least
the next 12 months.

In November 1998, the Company sold a master franchise in Germany.

In January  1999,  the  Company's  Builders  Realty  (Calgary)  Ltd.  subsidiary
purchased the assets and business of HomeLife  Higher  Standards,  a real estate
brokerage firm in Calgary, Alberta, Canada.

In September  2001, the company sold certain assets of HomeLife  Builders Realty
(Calgary) Ltd., a wholly owned subsidiary, for $38,700.

NOTE 3.   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 Inc.

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, HomeLife California Properties Inc.

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 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

                                       8
<PAGE>

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, 2002,  there
are no unamortized advertising costs.

(f)  Other Financial Instruments

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

(g)  Long-term Financial Instruments

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

(h)  Amortization of Property and Equipment

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

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

(i) Goodwill

During the year ended the company  adopted the  Financial  Accounting  Standards
Board  issued  Statements  of  Financial  Accounting  Standards  (SFAS) No. 142,
"Goodwill  and Other  Intangible  Assets."  Under the new  rules,  goodwill  and
indefinite  lived  intangible  assets are no longer  amortized  but are reviewed
annually for impairment. Separable intangible assets that are not deemed to have
an indefinite  life will continue to be amortized  over their useful lives.  The
amortization  provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired  after June 30, 2001.  With respect to goodwill and  intangible  assets
acquired  prior to July 1, 2001,  the Company began  applying the new accounting
rules  effective  June  1,  2001.  Consequently  the  company  has  changed  its
accounting  policy  of  amortizing  goodwill  over 40 years to the  amortization
provisions of SFAS No. 142.

(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 November 30, 2002, management expects its long-lived assets to
be fully recoverable.

(l)  Revenue Recognition

                                       9
<PAGE>

Income from the sale of franchises is recognized  over a 5-year  period.  Master
franchise  agreement fees are recognized over 10 years.  Royalty income stemming
from the gross  commissions on the sales of real estate by the franchise offices
is  recognized  at the  date  of  receipt;  this  is due  to the  complexity  of
attempting  to forecast  the actual  closing  date of the  properties.  Warranty
income is recognized  over the term of the contract  which is usually 12 months;
anticipated  obligations which represent incurred but not reported losses (IBNR)
under these  warranties have been recorded as reserve for warranty and are based
on past loss experience. Real estate brokerage income is recognized at the close
of escrow. Loan fees are recognized as income when the loan is closed and funded
at the  close  of  escrow.  Revenue  received  or  receivable,  from the sale of
franchises,  master franchises and warranties, which is not recognized as income
is recorded on the balance sheet as deferred revenue.

(m)  Income taxes

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  consolidated
financial  statements  for fiscal years  beginning  after December 15, 1995. The
company has adopted the disclosure provisions of SFAS No. 123 for employee stock
based compensation.  Accordingly, compensation cost for stock option is measured
as the excess,  if any, of the quoted market price of the company's stock at the
measurement  date over the amount an employee must pay to acquire the stock. See
note 14 (f) for a summary of the pro-forma EPS  determined as if the company had
applied FAS No. 123. The company's  stock option plan prior to 1997 which vested
immediately  and therefore  there are no expense  amounts to be reflected in the
current consolidated  financial statements.  The company will use the fair value
approach for stock option plan granted to non-employees according to EITF 96-18.
There were no stock options  granted to  non-employees  in fiscal years 2003 and
2002.

(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  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.

                                       10
<PAGE>

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 4.   PROPOSED REORGANIZATION

On October 1, 2002,  the company  entered into a  reorganization  agreement with
Anza Capital Inc. The reorganization  agreement is conditioned upon the approval
of the  Board of  Directors  and  shareholders  of  HomeLife  Inc.,  as well the
shareholders of Anza Capital,  Inc. Should the agreement be approved,  under the
agreement,  all assets of HomeLife Inc., with the exception of the public entity
and the Red Carpet real estate  brokerage  trademark  and  associated  franchise
operations,  would be assigned to Family Life Realty Services, Inc., in exchange
for the majority interest in HomeLife Inc of Mr. Andrew Cimerman.

NOTE 5.   GOODWILL

The changes in the carrying amount of goodwill for the period ended November 30,
2002, are as follows:

                                    Royalty &
                                 Franchise Fees   Warranty Sales
                                     Segment         Segment           Total
Balance as of
June 1, 2002                      $    269,167    $     90,000     $    359,167
Impairment losses                           --         (90,000)         (90,000)
                                  ------------    ------------     ------------
Balance as of
   November 30, 2002              $    269,167    $         --     $    269,167
                                  ============    ============     ============

Due to the loss of key  personnel,  cash flows were less than  expected for home
warranty  fees in the first  half of fiscal  year  2003.  In  November  2002,  a
goodwill  impairment  loss of $90,000  was  recognized  in the  MaxAmerica  Home
Warranty  reporting  unit.  The fair value of that  reporting unit was estimated
using the expected present value of future cash flows.

The following  table  represents the impact of adopting SFAS No. 142 on net loss
and net loss per share had the standard been in effect as of November 30, 2001:


                                        For the three            For the six
                                         months ended            months ended
                                       November 30, 2001       November 30, 2001

Reported net loss                           (78,841)                (52,116)
Add back: Goodwill amortization               2,100                   4,200
                                           --------               ---------
Adjusted net loss                           (76,741)                (47,916)
                                           ========               =========
Net loss per share                         $   (.01)              $    (.01)
                                           ========               =========

                                       11
<PAGE>

NOTE 6.   PURCHASED FRANCHISE RIGHTS

During the prior fiscal year, the Company  received a franchise right in lieu of
payment of a note  receivable  from a  franchisee.  During the six months  ended
November 30, 2002, an impairment  loss of $20,000  associated with the Purchased
Franchise  Rights  was  recognized.  The fair value of the  purchased  franchise
rights was estimated using the expected selling price per franchise.

NOTE 7.   BANK INDEBTEDNESS

At November 30, 2002, the company had three available lines of credit under bank
loan  agreements.  Two of the  lines  amounted  to  $50,359  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  $29,198  (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 8.   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.

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

(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 by the company.

During the prior fiscal year,  replacement  warrants  were issued.  The ten year
warrants are for the purchase of an aggregate of 200,000  shares of common stock
at $1.75 per share.  The  company  recorded  these  replacement  warrants in the
amount of $8,564 as expense.

(d)  Stock options

                                       12
<PAGE>

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 maybe 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

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

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

(f)  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 9.   PROMISSORY NOTE RECEIVABLE

The company  issued  265,000  HomeLife Inc.  shares in exchange for a promissory
note receivable of $250,000.  On October 8, 1999, the promissory note receivable
in the amount of $250,000 was  guaranteed  by 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.  The company
has no  expectation  of receipt of payment of this  subscription  receivable  of
$250,000 and has written off this amount in the prior fiscal year.

On November 13, 2002, the Company  entered into a settlement  agreement  whereby
agreeing to accept 150,000 shares of stock in Berkshire Asset  Management,  Inc.
As of the filing of this  document,  the Company has not yet received the agreed
upon stock.

                                       13
<PAGE>

NOTE 10.  SEGMENTED INFORMATION

Segmented  information  has  been  provided  for the  company  on the  basis  of
different services.

                                                   2002            2001
                                                     $               $
a)   Revenue by industry
     Real Estate Franchise                          264,750         402,175
     Real Estate Brokerage                               --         411,776
     Mortgage Financing                                  --          22,193
     Home Warranty                                  101,783         133,583
     Other                                           77,386         112,117
                                               ------------    ------------

     Total                                          443,919       1,081,844
                                               ============    ============

b)   Net income (loss) by industry

     Real Estate Franchise                         (131,253)        (26,154)
     Real Estate Brokerage                               --         (15,985)
     Mortgage Financing                                (540)          3,058
     Home Warranty                                  (28,993)        (13,676)
     Other                                             (144)            641
                                               ------------    ------------

     Total                                         (160,930)        (52,116)
                                               ============    ============

c)   Identifiable assets by industry

     Real Estate Franchise                          739,869       1,021,028
     Real Estate Brokerage                               --              --
     Mortgage Financing                              74,580          79,530
     Home Warranty                                  100,463         118,949
     Other                                           15,194          13,099
                                               ------------    ------------

     Total                                          930,106       1,412,606
                                               ============    ============

d)   Amortization by industry

     Real Estate Franchise                           25,926          39,628
     Real Estate Brokerage                               --              --
     Mortgage Financing                                  --              --
     Home Warranty                                       --             756
                                               ------------    ------------

     Total                                           25,926          40,384
                                               ============    ============

NOTE 11.  RELATED PARTY TRANSACTIONS

In the current fiscal year, the Company accrued $15,000 for licensing expense to
a company controlled by the President.

                                       14
<PAGE>

NOTE 12.  CONTINGENCY

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 $455,000  (Canadian  $695,000).  Should any  expenditures be incurred by the
company  for the  resolution  of this  lawsuit,  they  will  be  charged  to the
operations of the year in which such expenditures are incurred.

The company is involved in a lawsuit  with a  franchisee  of Red Carpet  Keim. A
claim in the amount of $124,800 was filed on  September  13, 2002 as a result of
the  deterioration  in value of the  individual's  stock value of HomeLife  Inc.
Should any  expenditures  be incurred by the company for the  resolution of this
lawsuit,  they  will be  charged  to the  operations  of the year in which  such
expenditures are incurred.  Additionally,  the Company has filed a counter claim
against the franchisee.

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

Overview

     The Company has experienced  growth  primarily  through its acquisitions of
and combinations with various other companies.  This includes the acquisition in
August 1996 of the Keim Group of Companies and MaxAmerica Home Warranty  Company
(Michigan)  adding  60  real  estate  offices  and a home  warranty  company  in
Michigan.  In 1997,  the company  purchased  certain assets of S & S Acquisition
Corp.  providing  the company with Red Carpet Real Estate  Services and National
Real Estate Services adding 58 real estate offices.  The acquisition of the real
estate computer  technology of House by Mouse and Virtual Assistant provided the
Company with the ability to enhance its Internet  communication  services to its
franchises.  In July  1997,  the  Company  acquired  the  licensing  agreements,
trademarks and franchise  offices of Network Real Estate,  Inc. This acquisition
provided the Company with an  additional 12 offices in Northern  California  and
access to the "high-end" luxury division of "International Estates". In February
1998, the Company acquired  Builders Realty  (Calgary) Ltd.  providing access to
the  Alberta,  Canada  market in both  retail real  estate and  mortgage  loans.
Certain  assets of Builders  Realty  (Calgary) were sold during the prior fiscal
year. 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 fiscal year 2000, HomeLife has formed a strategic
alliance with Allstate  Funding.  Allstate  Funding provides loan processing and
underwriting for MaxAmerica  Financial Services,  Inc., the real estate mortgage
brokerage subsidiary of HomeLife.

     On October 1, 2002,  the company  entered into a  reorganization  agreement
with Anza Capital  Inc. The  reorganization  agreement is  conditioned  upon the
approval of the Board of Directors and shareholders of HomeLife Inc., as well as
shareholders of Anza Capital,  Inc. Should the agreement be approved,  under the
agreement,  all assets of HomeLife Inc., with the exception of the public entity
and the Red Carpet real estate  brokerage  trademark  and  associated  franchise
operations,  would be assigned to the Family Life,  in exchange for the majority
interest in HomeLife Inc of Mr. Andrew Cimerman.

     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.

                                       15
<PAGE>

THREE MONTHS ENDED  NOVEMBER 30, 2002  (UNAUDITED)  COMPARED TO THE THREE MONTHS
--------------------------------------------------------------------------------
ENDED NOVEMBER 30, 2001 (UNAUDITED).
------------------------------------

     REVENUES.  The Company  generated  gross sales of $208,937  for the quarter
ended  November  30, 2002  compared  to gross sales of $322,133  for the quarter
ended November 30, 2001. Revenue by business segment is shown below:

                                November 30, 2002           November 30, 2001
                              Amount           %          Amount           %
                            ----------    ----------    ----------    ----------
Royalty & franchise fees       131,434            63       206,998            64
Mortgage financing                  --            --        11,586             4
Home warranty sales             52,042            25        57,301            18
Other                           25,461            12        46,248            14
                            ----------    ----------    ----------    ----------
TOTAL                          208,937           100       322,133           100
                            ==========    ==========    ==========    ==========

The  largest  decrease in revenue  from  fiscal  year 2002 was from  royalty and
franchise  fees.  During the current  fiscal  year,  there have not been any new
franchises or master franchises sold. Additionally, the franchises that are on a
transaction  basis  have  sold less  than in the  prior  fiscal  year due to the
competitiveness of the real estate market.

Mortgage  financing  was not earned  during the current  fiscal  year.  There is
strong  competition  in this area and the record low mortgage  financing  rates.
Additionally,  the  company no longer  has a  dedicated  individual  to sell the
financing at the current time.

Home warranty  sales were lower in the current year second  quarter  compared to
the same period in the prior year due to a general downturn in the Michigan real
estate  market  over the past year.  This is another  area where the  company no
longer has a dedicated individual to market home warranties.

     DIRECT COSTS. As a percentage of sales, direct costs increased from 20% for
the second  quarter of fiscal  2002  compared  to 24% for the second  quarter of
fiscal 2003. This increase in costs results from higher  expenses  incurred with
claims associated with the warranty revenue.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$83,455 for the three  months  ended  November 30, 2001 to $72,509 for the three
months ended  November 30, 2002 . This  decrease of $10,946 was the result of an
employee  who  left  the  company  in the  prior  fiscal  year  and has not been
replaced.

     GENERAL AND ADMINISTRATIVE.  General and administrative  costs decreased to
$92,539 for the quarter  ended  November 30, 2002 from  $182,565 for the quarter
ended  November 30, 2001.  The decrease was  primarily  due to the  reduction in
outside  services in regards to the  closing of  operations  of Builders  Realty
(Calgary), legal fees and also a company wide monitoring of expenses.

     OCCUPANCY.  Occupancy  costs  increased  from $11,472 for the quarter ended
November 30, 2001 to $15,452 for the quarter ended November 30, 2002 due to some
minor repairs and maintenance expense incurred for the California office.

     FINANCIAL.  Financial  costs were lower for the quarter ended  November 30,
2002  compared  to the same period in the prior year due to less  interest  paid
than in the prior year. Additionally,  a bad debt charge of $10,000 was incurred
in the prior fiscal year.

     IMPAIRMENT  LOSS.  During the prior  fiscal  year,  the Company  received a
franchise right in lieu of payment of a note  receivable  from a franchisee.  An
impairment  loss of $10,000  was  recognized  during  the second  quarter of the
current fiscal year. This adjustment is consistent with the first quarter of the
current fiscal year. Additionally, due to

                                       16
<PAGE>

the loss of key  personnel,  cash flows related to home warranty sales were less
than expected.  In accordance  with FASB 142, an impairment  loss on goodwill of
subsidiary of $90,000 was recognized during the second quarter.

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

     AMORTIZATION.  Amortization of intangibles was $20,192 for the three months
ended November 30, 2001 and $12,963 for the three months ended November 30, 2002
.. The decrease in the current fiscal year relates to the  implementation of FASB
142.

     MINORITY INTEREST. The change minority interest results from lower combined
net income of Keim & MaxAmerica.

SIX MONTHS ENDED NOVEMBER 30, 2002 (UNAUDITED)  COMPARED TO THE SIX MONTHS ENDED
--------------------------------------------------------------------------------
NOVEMBER 30, 2001 (UNAUDITED).
------------------------------

     REVENUES.  The Company  generated  gross sales of $443,919  for the quarter
ended  November 30, 2002 compared to gross sales of  $1,081,844  for the quarter
ended November 30, 2001. Revenue by business segment is shown below:

                                November 30, 2002           November 30, 2001
                              Amount           %          Amount           %
                            ----------    ----------    ----------    ----------
Real estate brokerage               --            --       411,776            38
Royalty & franchise fees       264,750            60       402,175            37
Mortgage financing                  --            --        22,193             2
Home warranty sales            101,783            23       133,583            12
Other                           77,386            17       112,117            11
                            ----------    ----------    ----------    ----------
TOTAL                          443,919           100     1,081,844           100
                            ==========    ==========    ==========    ==========

The  largest  decrease  in revenue  from  fiscal  year 2001 was from real estate
brokerage.  The Company sold certain assets of Builders Realty  (Calgary) at the
end of the first quarter, in the prior fiscal year. Additionally, there have not
been any franchise or master franchise sold in the current year.

Royalty fees & franchise fees combined  decreased from the prior fiscal year due
to fewer offices in the current fiscal year. Additionally,  no new franchises or
master franchises have been sold in the current fiscal year.

Mortgage  financing  was not earned  during the current  fiscal  year.  There is
strong  competition  in this area and the record low mortgage  financing  rates.
Additionally,  the  company no longer  has a  dedicated  individual  to sell the
financing at the current time.

Home  warranty  sales  were lower in the first six  months of the  current  year
compared to the same  period in the prior year due to a general  downturn in the
Michigan real estate  market over the past year.  This is another area where the
company no longer has a dedicated individual to market home warranties.

     DIRECT  COSTS.  Consistent  with the  decrease in overall  revenues  mainly
attributable to the closing of the operations of Builders Realty (Calgary),  the
direct costs are lower in the current year due to no sale commissions associated
with the revenue.

     SALARIES AND FRINGE BENEFITS.  Salaries and fringe benefits  decreased from
$203,092  for the six months  ended  November  30, 2001 to $151,552  for the six
months ended  November 30, 2002 . This decrease of $51,540 was the result of two
employees who left the company and have not been replaced.  The remainder of the
reduction  relates to the payroll  associated with the closing of the operations
of Builders Realty (Calgary).

     GENERAL AND ADMINISTRATIVE.  General and administrative  costs decreased to
$152,049 for the first half ended  November 30, 2002 from $300,170 for the first
half ended  November 30, 2001.  The decrease was primarily due to the closing of
operations of Builders Realty  (Calgary),  reduction in outside services & legal
fees in addition to a company wide monitoring of expenses.

                                       17
<PAGE>

     OCCUPANCY.  The decrease of $17,584 in occupancy  costs from first  quarter
fiscal year 2002  compared to first  quarter  fiscal year 2001  results from the
Michigan and California  corporate  offices  moving or reducing  office space to
reduce  costs  as  well as to the  closing  of  operations  of  Builders  Realty
(Calgary).

     FINANCIAL. Financial costs were lower for the six months ended November 30,
2002 compared to the same period in the prior year due to less interest and bank
charges paid than in the prior year and less bad debt expense booked.

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

     AMORTIZATION.  Amortization  of intangibles  was $40,384 for the six months
ended  November 30, 2001 and $25,926 for the six months ended November 30, 2002.
The decrease in the current  fiscal year relates to the  implementation  of FASB
142.

     IMPAIRMENT  LOSS.  During the prior  fiscal  year,  the Company  received a
franchise right in lieu of payment of a note  receivable  from a franchisee.  An
impairment  loss of $10,000 was  recognized  during each  quarter of the current
fiscal year. Additionally,  due to the loss of key personnel, cash flows related
to home warranty sales were less than expected.  In accordance with FASB 142, an
impairment  loss on goodwill of subsidiary of $90,000 was recognized  during the
second quarter.

     MINORITY INTEREST. The change minority interest results from lower combined
net income of Keim & MaxAmerica.

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  Company  has  recorded  significant
operating  losses in the prior two  years.  These  losses are  primarily  due to
amortization and  depreciation  and impairment  losses of goodwill and franchise
rights  purchased.  The  company  does not have any  derivative  instruments  or
hedging activities  therefore,  the company believes that SFAS No. 133 will have
no material impact on the company's financial statements or notes thereto.

The company has experienced recurring operating losses and has a working capital
deficiency  of $434,725 as of November 30,  2002.  During the prior fiscal year,
the company  disposed of certain  assets of Builders  Realty  (Calgary)  Ltd., a
wholly-owned  subsidiary  that  had  suffered  recurring  losses.  In  addition,
management has initiated  changes in operational  procedures,  reduced staff and
expenses and focused its efforts on its core business. Management believes that,
despite the losses incurred and the  deterioration in stockholders'  equity,  it
has  developed  a plan,  which,  if  successfully  implemented,  can improve the
operating  results and  financial  condition  of the company.  Furthermore,  the
company continues its attempt to raise additional financings through private and
public offerings or looking into mergers and acquisitions.

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

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 $455,000 (Canadian $695,000).  Should
          any expenditures be incurred by the

                                       18
<PAGE>

          company for the  resolution of this  lawsuit,  they will be charged to
          the operations of the year in which such expenditures are incurred.

          The company is involved in a lawsuit with a  franchisee  of Red Carpet
          Keim.  A claim in the amount of $124,800  was filed on  September  13,
          2002 as a result  of the  deterioration  in value of the  individual's
          stock value of HomeLife Inc.  Should any  expenditures  be incurred by
          the company for the  resolution of this lawsuit,  they will be charged
          to the operations of the year in which such expenditures are incurred.
          Additionally,  the  Company  has filed a  counter  claim  against  the
          franchisee.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          None.

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

          None.

ITEM 5.   OTHER INFORMATION.

          None.

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

          (a)  Exhibits:

                    None.

          (b)  Reports on Form 8-K:

                    None.

                                       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 January 14, 2003                  /s/ Andrew Cimerman
                                        ------------------------------------
                                        Andrew Cimerman,
                                        Chief Executive Officer and Director

                                       20
<PAGE>

                                   SIGNATURES

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

HOMELIFE, INC.
Registrant

By: /s/ Andrew Cimerman Date:                               January 14, 2003
    --------------------------------------------            --------------------
    Chief Executive Officer, President, Director

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

By: /s/ Andrew Cimerman
    ---------------------------
Date: January 14, 2003              Chief Executive Officer, President, Director
      -------------------------

                                       21
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ITEM 7-CERTIFICATION

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of  HomeLife  Inc.'s (the  "Company")  Quarterly
Report on Form 10-Q for the period ending  November 30, 2002 with the Securities
and Exchange  Commission on the date hereof (the "Report"),  I, Andrew Cimerman,
the President and Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                        /s/ Andrew Cimerman
                                        --------------------------
                                        Andrew Cimerman
                                        President and
                                        Chief Executive Officer
Date:  January 14, 2003

                                       22
<PAGE>

               CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the filing of  HomeLife  Inc.'s (the  "Company")  Quarterly
Report  on  Form  10-Q  for the  period  ending  November  30,  2002 , with  the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Marie
M. May,  the Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                        /s/ Marie M. May
                                        --------------------------
                                        Marie M. May
                                        Chief Financial Officer
Date:  January 14, 2003

                                       23
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