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, 2005

[_]   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
                 organization)                   or Identification No.)


             1503 South Coast Drive, Suite 204, Costa Mesa, CA 92626
        ----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (714) 241-3030

      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 12,371,886 common shares outstanding as of February 28, 2005

Transitional Small Business Disclosure Format (check one):

                                    Yes No X
<PAGE>

                                 HOMELIFE, INC.

                                      INDEX
                                                                        PAGE NO.
                                                                        -------

PART I - FINANCIAL INFORMATION                                             1.

Item 1. Financial Statements                                               1.

         Consolidated Balance Sheet at February 28, 2005 (Unaudited)       1.

         Consolidated Statements of Operations for the three months ended  3.
                  February 28, 2005 and February 29, 2004 (Unaudited)

         Consolidated Statements of Operations for the nine months ended   4.
                  February 28, 2005 and February 29, 2004 (Unaudited)

         Consolidated Statements of Cash Flows for the nine months ended   5.
                  February 28, 2005 and February 29, 2004 (Unaudited)

         Notes to Consolidated Financial Statements                        6.

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

Item 3. Controls and Procedures.                                           10.

PART II - OTHER INFORMATION                                                10.

Item 1. Legal Proceedings.                                                 10.

Item 2. Changes in Securities and Use of Proceeds.                         10.

Item 3. Defaults Upon Senior Securities.                                   10.

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

Item 5. Other Information.                                                 11.

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

PART I - FINANCIAL INFORMATION



HOMELIFE, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
At February 28, 2005
(unaudited)


ASSETS
Current Assets
         Cash                                                 $  88,516
         Marketable securities, at fair value                       900
         Accounts receivable, net                                11,054
         Prepaid expenses and deposits                           36,140
                                                        ---------------
                                                                136,610

         Property and Equipment, net                             83,982

         Goodwill                                               225,943

         Other Assets, net                                      107,800
                                                        ---------------

                                                               $554,335
                                                        ===============

                                       1
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Continued)
At February 28, 2005
 (unaudited)


LIABILITIES AND STOCKHOLDER'S EQUITY
         Current Liabilities

         Lines of credit                                        $44,703
         Accounts payable                                       189,950
         Reserve for warranty                                    51,953
         Note payable                                             4,738
         Deferred revenue                                        42,645
                                                        ---------------
                                                                333,989

         Note Payable                                            18,554

         Due to Stockholder                                     117,253

         Minority Interest                                       20,843
                                                        ---------------
                                                                490,639

         Stockholders' Equity

         Capital Stock                                        1,037,372

         Additional Paid in Capital                           3,731,741

         Accumulated Other Comprehensive Income                   4,715

         Accumulated Deficit                                 (4,710,132)
                                                        ----------------

                                                                 63,696

                                                               $554,335
                                                        ================

                                       2
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three months ended February 28, 2005 and February 29, 2004
(unaudited)

                                                   2005                2004
                                               ------------        ------------
         REVENUE

Royalty and franchise fees                     $    130,283        $    114,961
Warranty fees                                        21,441              21,035
Other income                                          3,902              21,225
                                               ------------        ------------

                                                    155,626             157,221

DIRECT COSTS                                         25,811              26,260
                                               ------------        ------------

                                                    129,815             130,961
                                               ------------        ------------
EXPENSES

Salaries and fringe benefits                         53,857              52,678
General and administrative                           74,543              64,190
Occupancy                                            10,295              14,814
Financial                                             3,332               4,920
Depreciation                                         15,900              17,436
Amortization                                         12,963              12,963
                                               ------------        ------------

                                                    170,890             167,001
                                               ------------        ------------

 NET LOSS                                           (41,075)            (36,040)


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

WEIGHTED-AVERAGE NUMBER OF COMMON SHARES         12,371,886           6,108,586

                                       3
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Nine months ended February 28, 2005 and February 29, 2004
(unaudited)

                                                   2005                2004
                                               ------------        ------------
         REVENUE

Royalty and franchise fees                     $    349,061        $    354,242
Warranty fees                                        83,155              82,284
Other income                                         18,465              56,496
                                               ------------        ------------

                                                    450,681             493,022

DIRECT COSTS                                         69,518              81,889
                                               ------------        ------------

                                                    381,163             411,133
                                               ------------        ------------
EXPENSES

Salaries and fringe benefits                        154,160             173,919
General and administrative                          197,063             216,615
Occupancy                                            38,179              44,017
Financial                                             5,648               7,753
Depreciation                                         47,701              49,296
Amortization                                         38,889              38,889
                                               ------------        ------------

                                                    481,640             530,489


 NET LOSS                                          (100,477)           (119,356)


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

WEIGHTED-AVERAGE NUMBER OF COMMON SHARES         12,371,886           6,108,586


                                       4
<PAGE>

HOMELIFE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine months ended February 28, 2005 and February 29, 2004
 (unaudited)
<TABLE>
<CAPTION>

                                                                  2005         2004
                                                                ---------    ---------
        <S>                                                     <C>          <C>
         CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                               $(100,477)   $(117,856)
         Adjustments to reconcile net loss to net
          cash from operating activities
         Depreciation                                              47,701       49,299
         Amortization                                              38,889       38,889
         Changes in assets and liabilities
         Accounts receivable                                       (2,693)       3,078
         Prepaid expenses and deposits                               (635)        (875)
         Accounts payable                                         (45,138)     (17,175)
         Reserve for warranty                                          --       (8,842)
         Due to stockholder                                        12,589       38,085
         Deferred revenue                                              --      (16,935)
                                                                ---------    ---------

                                                                  (49,764)     (32,332)
                                                                ---------    ---------

         CASH FLOWS FROM INVESTING ACTIVITIES                          --           --
                                                                ---------    ---------



         CASH FLOWS FROM FINANCING ACTIVITIES
         Advances from (repayments on) lines of credit, net         2,014       (3,130)
         Proceeds from note payable                                25,000           --
         Repayments on note payable                                (1,708)          --
                                                                ---------    ---------
                                                                   25,306       (3,130)


         NET CHANGE IN CASH                                       (24,458)     (35,462)
         Cash, beginning of period                                112,974      123,794
                                                                ---------    ---------

         CASH, END OF PERIOD                                    $  88,516    $  88,332
                                                                =========    =========


SUPPLEMENTAL DISCLOSURE OF CASH
             FLOW INFORMATION
              Interest paid                                     $   3,058    $   7,053
                                                                =========    =========

              Income taxes paid                                 $      --    $      --
                                                                =========    =========

NON-CASH INVESTING AND FINANCING ACTIVITIES
              Payment of litigation settlement by stockholder   $  85,000    $      --
                                                                =========    =========
</TABLE>


                                       5
<PAGE>

                         HOMELIFE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1. MANAGEMENT'S PLAN AND FUTURE OPERATIONS

At February 28, 2005, 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,  and adverse key financial ratios.  Management's plans to mitigate
these adverse conditions and events include:

      a.) During the quarter ended August 31, 2004, the company  settled certain
lawsuits  regarding  the former  Calgary  operations  and the  current  Michigan
operations which will further reduce legal fees and management involvement.

      b)  The company is currently focusing on:
      -     attempting to raise additional funding through private and public
            offering,
      -     investigating and pursuing potential mergers/acquisitions,
      -     the core business of franchising nationwide
      -     the company is making efforts to reduce unnecessary operating
            expenses on a monthly basis

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

Note 2. BASIS OF CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

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

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

Reclassifications

Certain  amounts  in the  prior  consolidated  financial  statements  have  been
reclassified   to   conform   with   the   current   year   presentation.    The
reclassifications  made to the  prior  year  have no  impact  on the net  income
(loss), or overall presentation of the consolidated financial statements.

                                       6
<PAGE>

Note 3.   NOTE PAYABLE

In August 2004,  the Company  obtained a $25,000  note payable from a bank.  The
note payable is unsecured and requires monthly  principal and interest  payments
of $516 with an annual interest rate of 8.60%. Final payment is due August 2009.

      Annual  maturities of note payable for the five years succeeding  February
28, 2005 are as follows:

                        2006     2007     2008     2009     2010
                        ----     ----     ----     ----     ----

                       $4,738   $4,781   $5,209   $5,675  $2,889

Note 4. LEASE ARRANGEMENTS

In September  2004, the Company  exercised  their option to cancel the lease for
the California  office.  In accordance with the lease terms, the Company paid an
early termination fee of $2,000, after vacating the premises.

In October 2004, the Company  entered into a new office lease for the California
operations. The lease is for a term of three years, with annual rent of $18,596,
$21,638,  and $22,991 for the first,  second, and third years of the lease term,
respectively.

      Future minimum rental payments for the years succeeding  February 28, 2005
are as follows:

           2006                              $  20,850
           2007                                 22,202
           2008                                 13,411
                                             ---------
                                             $  56,463
                                             =========

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

Overview

      The Company has experienced  growth primarily  through its acquisitions of
and combinations with various other companies.  This includes the acquisition in
August 1996 of the Keim Group of Companies and MaxAmerica Home Warranty  Company
(Michigan)  adding  60  real  estate  offices  and a home  warranty  company  in
Michigan.  In 1997,  the company  purchased  certain assets of S & S Acquisition
Corp.  providing  the company with Red Carpet Real Estate  Services and National
Real Estate Services adding 58 real estate offices.  The acquisition of the real
estate computer  technology of House by Mouse and Virtual Assistant provided the
Company with the ability to enhance its Internet  communication  services to its
franchises.  In July  1997,  the  Company  acquired  the  licensing  agreements,
trademarks and franchise  offices of Network Real Estate,  Inc. This acquisition
provided the Company with an  additional 12 offices in Northern  California  and
access to the "high-end" luxury division of "International Estates". In February
1998, the Company acquired  Builders Realty  (Calgary) Ltd.  providing access to
the  Alberta,  Canada  market in both  retail real  estate and  mortgage  loans.
Certain assets of Builders  Realty  (Calgary) were sold during fiscal year 2002.
On September 15, 1998, the Company purchased the stock of the investment banking
firm of Aspen, Benson and May, LLC for Common stock.

                                       7
<PAGE>

      From time to time, the Company has entered into  strategic  alliances with
various companies in order to explore the  cross-marketing  of their services to
customers of the Company or its franchises.  To date, these strategic  alliances
have not included any funding agreements or other liabilities on the part of the
Company.

      The  following  is  management's  discussion  and  analysis of  HomeLife's
financial condition and results of operations. Detailed information is contained
in the financial  statements included with this document.  This section contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Company's plans, objectives,  expectations and intentions. The
cautionary  statements made in this document should be read as being  applicable
to all related forward-looking statements wherever they appear in this document.

Three Months Ended  February 28, 2005  (unaudited)  compared to the Three Months
Ended February 29, 2004 (unaudited).

      Revenues.  The Company  generated  gross sales of $155,626 for the quarter
ended  February  28, 2005  compared  to gross sales of $157,221  for the quarter
ended February 29, 2004. Revenue by business segment is shown below:

                                    February 28, 2005     February 29, 2004
                                      Amount     %          Amount     %
                                     --------   ---        --------   ---
         Royalty & franchise fees    $130,283    84        $114,961    73
         Home warranty sales           21,441    14          21,035    13
         Other                          3,902     2          21,225    14
                                     --------   ---        --------   ---
         TOTAL                       $155,626   100        $157,221   100
                                     ========   ===        ========   ===

Royalty  fees & franchise  fees were  higher in the  current  quarter due to new
franchises  obtained in California.  Home warranty fees were  comparable for the
two  periods.  Other income was higher in the prior year due to more real estate
brokerage transactions closed during that period.

      Direct Costs.  Direct costs are comparable to the prior year third quarter
and correspond to the warranty revenue. Commission costs were minimal during the
period in relation to the minor sales (in other income).

      Salaries and fringe benefits.  Salaries and fringe benefits increased from
$52,678 for the three  months  ended  February 29, 2004 to $53,857 for the three
months  ended  February  28,  2005.  This  slight  increase is a net result of a
telemarketer  hired in the Michigan  office during the quarter and two employees
who left the company during the fourth quarter of the prior year fiscal year.

      General and  administrative.  General and  administrative  costs increased
$10,353 from the quarter ended February 29, 2004. The increase was primarily due
to increased convention and promotional expenditures in the current quarter.

      Occupancy.  Occupancy costs were lower for the current quarter compared to
the prior year quarter as a result of the California corporate office move.

      Financial. Financial costs were comparable for both periods.

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

      Amortization. Amortization of intangibles was comparable for both periods.

                                       8
<PAGE>

Nine Months  Ended  February  28, 2005  (unaudited)  compared to the Nine Months
Ended February 29, 2004 (unaudited).

      Revenues. The Company generated gross sales of $450,681 for the first nine
months of fiscal year 2005  compared  to gross sales of $493,022  for first nine
months of fiscal year 2004. Revenue by business segment is shown below:

                                   February 28, 2005    February 29, 2004
                                     Amount    %          Amount    %
                                    --------  ---         ------   ---
         Royalty & franchise fees   $349,061   77        $354,242   72
         Home warranty sales          83,155   18          82,284   17
         Other                        18,465    5          56,496   11
                                    --------  ---        --------  ---
         TOTAL                      $450,681  100        $493,022  100
                                    ========  ===        ========  ===

Overall revenues were lower for the nine months ended February 28, 2005 compared
to the prior year same period due to lower brokerage sales in both offices. This
was due to fewer transactions in the current year. Royalty & franchise fees, as
well as home warranty fees, were comparable for the two periods.

      Direct Costs.  Direct costs have decreased from the prior year nine months
ended  due  to  overall  lower  costs  associated  with  the  warranty  revenue.
Commissions  paid for real estate sales are also lower in conjunction with fewer
sales during this period.

      Salaries  and fringe  benefits.  Salaries  and fringe  benefits  decreased
$19,759,  from $173,919 for the nine months ended  February 29, 2004 to $154,160
for the nine months ended February 28, 2005. This decrease was the net result of
two  employees  who left the  company in the prior year and the  addition of one
employee during the third quarter of the current year.

      General and  administrative.  General and  administrative  costs decreased
$19,552 or 9% from the same period in the prior year. The decrease was primarily
as  result  of  lower  legal  fees in  conjunction  with the  settlement  of the
outstanding litigation from the prior year, as well as lower office expenditures
in the current year.

      Occupancy.  As a result of the California corporate office move, occupancy
costs were lower for the nine months  ended  February  28, 2005  compared to the
same period in the prior year.

      Financial. Financial costs were comparable for both periods.

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

      Amortization. Amortization of intangibles was comparable for both periods.

Liquidity and capital resources.  The Company has lines of credit with two banks
with  available  credit of  $95,000  and a term  loan of  $25,000.  The  capital
requirements of the Company are for operating expenses and to service and use of
its lines of credit.  The Company has recorded operating losses in the prior two
years. These losses are primarily due to amortization and depreciation and legal
fees  incurred in defense of litigation  actions.  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 $197,379 as of February 28, 2005. 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.

                                       9
<PAGE>

Item 3.  Controls and Procedures

Based on the evaluation of the Company's  disclosure  controls and procedures by
Andrew  Cimerman,  the Company's Chief  Executive  Officer and Marie M. May, the
Company's  Chief  Financial  Officer,  as of a date within 45 days of the filing
date of this quarterly  report,  such officers have concluded that the Company's
disclosure  controls and procedures  are effective in ensuring that  information
required to be  disclosed by the Company in the reports that it files or submits
under  the  Securities  and  Exchange  Act of 1934,  as  amended,  is  recorded,
processed,  summarized  and  reported,  within the time period  specified by the
Securities and Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  including any corrective  actions with regard to significant
deficiencies and material weaknesses.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

      The company was 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. had filed a
      counter lawsuit for breach of contract.

      In connection  with the above  lawsuit,  the company filed a claim against
      the  solicitors  who  were   responsible   for  setting  up  the  original
      transaction  between  the  company  and the  sellers  of  Builders  Realty
      (Calgary) Ltd.

      In  addition  to the  above  lawsuits,  the  sellers  of  Builders  Realty
      (Calgary) Ltd.,  through another business entity,  filed a lawsuit against
      Builders  Realty  (Calgary)  Ltd.  for unpaid  rents and  commissions  and
      damages incurred at rental offices.

      On July 31, 2003,  several realtors  formerly  employed by Builders Realty
      (Calgary)  Ltd.  filed a lawsuit  against the company  seeking  payment of
      unpaid  commissions.  The Company is holding these  commissions in a trust
      fund as required by a court order.

      On July 19, 2004, all of the above  mentioned  lawsuits were settled at no
      additional expense to the Company.

      The company  was  involved in a lawsuit  with a  franchisee  of Red Carpet
      Keim, a wholly-owned  subsidiary of the company.  A claim in the amount of
      $124,800 was filed on September 13, 2002 as a result of the  deterioration
      in value of the individual's stock value of HomeLife,  Inc.  Additionally,
      the  company  has  filed  a  counter  claim  against  the  franchisee  for
      non-payment of royalty and franchise fees.

      This lawsuit was settled on August 20, 2004 in the amount of $85,000. This
      amount was accrued in the year ended May 31, 2004 financial statements and
      was  paid  during  the  quarter  ended  August  31,  2004 by the  majority
      stockholder.

Item 2.  Changes in Securities and use of proceeds.

         None.

Item 3.  Defaults upon senior securities.

         None.

                                       10
<PAGE>

Item 4.  Submission of matters to a vote of security holders.

         None.


Item 5.  Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits:

                  31    Certification   Pursuant   to   Section   302   of   the
                        Sarbanes-Oxley Act of 2002.

                  32    Certification  Pursuant to 18 U.S.C.  Section  1350,  as
                        Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002.

         (b) Reports on Form 8-K:

             None.

                                       11
<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: April 14, 2005
     --------------------------------------------                ---------------
     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: April 14, 2005
    --------------------------------------------                 ---------------
    Chief Executive Officer, President, Director



                                       12