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 January 31, 2000

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act; For the transition period from to
------- -------
Commission File Number #000-1024048

HOMELIFE, INC.

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

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

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

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

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

Yes X No
--- ---

The issuer had 5,100,070 shares outstanding as at February 29, 2000.

Transitional Small Business Disclosure Format (check one):

Yes No X
--- ---

HOME LIFE, INC.

INDEX

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

PART I - FINANCIAL INFORMATION 1.

Item 1. Financial Statements 1.

Comparative Unaudited Consolidated Balance Sheets 1.
February 29,2000 and May 31, 1999

Comparative Unaudited Consolidated Statements of Operations 3.
for the 9 months ended February 29, 2000 and February 28, 1999

Comparative Unaudited Consolidated Statements of Cash Flows 4.
for the 9 months ended February 29, 2000 and February 28, 1999

Notes to Unaudited Consolidated Financial Statements 5.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation. 11.

PART II - OTHER INFORMATION 13.

Item 1. Legal Proceedings. 13.

Item 2. Changes in Securities and Use of Proceeds. 13.

Item 3. Defaults Upon Senior Securities. 13.

Item 4. Submission of Matters to a Vote of Security Holders. 13.

Item 5. Other Information. 13.

Item 6. Exhibits and Reports of Form 8-K. 13.
(a) Exhibits
(b) Reports on Form 8-K

PART I - FINANCIAL INFORMATION

Item 1.

HOMELIFE, INC.
Consolidated Balance Sheets
as at February 29, 2000 and May 31, 1999

(unaudited) (audited)
February May
2000 1999
---- ----
ASSETS
Current Assets
Cash $193,103 $327,637
Marketable securities, at fair value 115,413 194,875
Accounts receivable 204,644 168,033
Notes receivable 239,000 235,500
Prepaid expenses and deposits 76,395 78,159
--------------------------------
828,555 1,004,204

Notes Receivable 130,801 130,801

Property and Equipment 434,320 480,993

Goodwill 644,350 661,273

Other Assets 662,021 702,203

Cash Held in Trust 250,124 342,317
--------------------------------

$2,950,171 $3,321,791
================================

HOMELIFE, INC.
Consolidated Balance Sheets (Continued)
As of February 29, 2000 and May 31, 1999
(Amounts expressed in U.S. dollars) (unaudited) (audited)
February March
2000 1999
---- ----
LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities

Bank indebtedness $29,890 $16,960
Accounts payable 356,993 459,662
Advances from stockholder 143,472 143,472
Note payable 0 10,000
Reserve for warranty 51,100 51,500
Dividends payable 2,470 4,170
Deferred revenue 197,080 197,080
--------------------------------
$781,005 $882,844

Deferred Revenue 206,149 206,149

Trust Liability 250,124 342,317

Minority Interest 42,982 43,378
--------------------------------
1,280,260 1,474,688

Stockholders; Equity

Capital Stock 1,043,288 1,043,288

Additional Paid in Capital 2,846,093 2,846,093

Accumulated Deficit (2,219,470) (2,042,278)
---------------------------------

1,669,911 1,847,103
---------------------------------

$2,950,171 $3,321,791
================================

HOMELIFE, INC.

Consolidated Statements of Operations
For the nine months ending February 29 and February 28,
(Amounts expressed in U.S. dollars)

(Unaudited) (Unaudited)
Nine mos. ended Nine mos. ended
February 29, 2000 February 28, 1999
REVENUE

Royalty and franchise fees $649,997 $606,919
Warranty fees 201,384 93,144
Mortgage financing fees 64,331
Real estate brokerage 1,503,834 2,216,375
Other income 226,807 264,542
---------------------------------

2,646,353 3,180,980

COST OF SALES 1,613,165 2,256,298
---------------------------------

1,033,188 924,682
=================================
EXPENSES

Salaries and fringe benefits 471,910 411,989
General and administrative 413,944 727,758
Occupancy 128,273 117,703
Financial 78,097 77,942
Amortization 116,060 153,911
---------------------------------

1,208,284 1,489,303
---------------------------------
LOSS BEFORE MINORITY INTEREST (175,096) (564,621)

Minority interest (396) (6,882)
---------------------------------

LOSS BEFORE INCOME TAX RECOVERY (175,492) (571,503)

Income tax recovery - -
---------------------------------

NET LOSS (175,492) (571,503)

Preferred dividends (1,700) (2,340)
---------------------------------
NET LOSS APPLICABLE TO COMMON
SHARES (177,192) (573,843)
=================================

BASIC AND FULLY DILUTED LOSS $(0.04) $(0.14)
PER COMMON SHARE
=================================

WEIGHTED-AVERAGE NUMBER OF 4,956,848 4,177,545
COMMON SHARES

HOMELIFE, INC.

Consolidated Statements of Cash Flows
For the nine months ended February 29, 2000 and February 28, 1999
(Amounts expressed in U.S. dollars)

(Unaudited) (Unaudited)
Nine mos. ended Nine mos. ended
February 29, 2000 February 28, 1999
$ $

CASH FLOWS FROM OPERATION ACTIVITIES
Net loss (177,192) (654,967)
Adjustments to reconcile net loss to net cash used
in operation activities
Depreciation and amortization 103,778 153,911
Minority interest (396) 5,624
Loss on trading securities 79,462 77,344
Changes in assets and liabilities
Decrease (increase) in accounts and other receivable (36,611) 47,759
Decrease (increase) in notes receivable (3,500) 63,644
Decrease (increase) in prepaid expenses 1,764 159,542
Increase (decrease) in accounts payable (102,669) 176,246
Increase (decrease) in reserve for warranty (400) 5,700
Increase (decrease) in notes payable (10,000) 0
Increase in deferred revenue 0 75,172
---------------------------------

(145,764) 109,975
---------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment 0 (33,066)
Purchases of intellectual assets 0 (31,951)
Purchases (sales) of marketable securities 0
Increase in goodwill
---------------------------------
0 (65,017)
---------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in bank indebtedness 12,930) 12,720
Increase (decrease) in advances from stockholder 0 (18,678)
Increase (decrease) in common stock issuance 0 16,706
Increase in treasury stock issuance 0
Increase in additional paid in capital 0
Increase (decrease) in dividends payable (1,700) (7,448)
---------------------------------

11,230 3,300
---------------------------------

NET INCREASE (DECREASE) IN CASH (134,534) 48,258
Cash, beginning of year 327,637 223,723
---------------------------------

CASH, END OF PERIOD 193,103 271,981
---------------------------------

HOMELIFE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited for the 9 Months ended February 29, 1999)

Note 1. REVISIONS TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements as at May 31, 1999 have been revised in
order to provide additional information to readers and reclassify financial
statement amounts to provide more precise information and better comparison with
prior years.

Note 2. BASIS OF REVISED CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

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

a) Wholly-owned subsidiaries

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

b) Majority-owned subsidiaries

The Keim Group Ltd. and MaxAmerica Home Warranty Company - 93 1/3% 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 to February 29, 2000 and May 31, 1999.

The assets acquired were recorded as trademarks and will be amortized over 20
years on a straight-line basis

On February 27, 1998, the company acquired all issued shares of Builders Realty
(Calgary) Ltd., a Canadian real estate broker, for $316,080 in cash and stock.

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

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

On January 20, 1999, Builders Realty (Calgary) Ltd. purchased the real estate
brokerage business including licensing agreements and trademarks of HomeLife
Higher Standards operating in Calgary, Alberta, Canada, for $42,061 cash in
fourteen monthly installments of $2,714 and a final payment of $4,065.

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

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.

The company is a mortgage financing services provider through its subsidiary,
MaxAmerica Financial Services, Inc.

The company owns and operates a full service retail real estate brokerage
through its subsidiary, Builders Realty (Calgary) Ltd.

The company is a provider of home warranty coverage through its subsidiary,
MaxAmerica Home Warranty Company.

(b) Significant Group Concentrations of Credit Risk

The company's accounts receivable and notes receivable are primarily from
franchisees in the real estate brokerage industry.

( c) Cash and Cash Equivalents

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

(d) Marketable Securities

Marketable securities represent trading securities which have been reflected at
their fair market value at the year end.

(e) Advertising Costs

Advertising costs represent prepaid preprinted advertising materials which have
been amortized over three years. At the end of May 31,1999, there is 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

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

(j) Amortization of Other Assets

Amortization of other assets is on a straight-line basis over their estimated
useful lives as follows: Trademarks and franchise rights 20 years Organization
costs 5 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 May 31, 1999, management expects its long-lived assets to be
fully recoverable.

(l) Revenue Recognition

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

(m) Income taxes

The company accounts for income tax under the provisions of Statement of
Financial Accounting Standards No. 109, which requires recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Deferred
income taxes are provided using the liability method. Under the liability
method, deferred income taxes are recognized for all significant temporary
differences between the tax and financial statement bases of assets and
liabilities. In addition, the company is required to record all deferred tax
assets, including future tax benefits of capital losses carried forward, and to
record a "valuation allowance" for any deferred tax assets where it is more
likely than not that the asset will not be realized.

(n) Stock-Based Compensation

In December 1995, SFAS No. 123, Accounting for Stock-Based compensation, was
issued. It introduced the use of a fair value-based method of accounting for
stock-based compensation. It encourages, but does not require, companies to
recognize compensation expense for stock-based compensation to employees based
on the new fair value accounting rules. Companies that choose not to adopt the
new rules will continue to apply the existing accounting rules contained in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. However, SFAS No. 123 requires companies that choose not to adopt the
new fair value accounting rules to disclose pro forma net income and earnings
per share under the new method. SFAS No. 123 is effective for financial
statements for fiscal years beginning after December 15, 1995. The company has
adopted the disclosure provisions of SFAS No. 123 for both employee and
non-employee stock based compensation.

(o) Foreign Currency Translation

Builders Realty (Calgary) Ltd., a wholly-owned subsidiary, maintains its books
and records in Canadian dollars. Foreign currency transactions are translated
using the temporal method. Under this method, all monetary items are translated
into Canadian funds at the rate of exchange prevailing at balance sheet date.
Non-monetary items are translated at historical rates. Income and expenses are
translated at the rate in affect on the transaction dates. Transaction gain and
losses are included in the determination of earnings for the year.

The translation of the financial statements of this wholly-owned subsidiary from
Canadian dollars into United States dollars is performed for the convenience of
the reader. Balance sheet accounts are translated using closing exchange rates
in affect at the balance sheet date and income and expenses accounts are
translated using an average exchange rate prevailing during each reporting
period. No representation is made that the Canadian dollar amounts could have
been or could be, converted rates. Adjustments resulting from the translation
are included in the determination of earnings for the year.

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

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

Fully diluted net income (loss) per common stock is computed by dividing net
income (loss) for the year by the weighted average number of common stock
outstanding during the year, assuming, except where the result would be
anti-dilutive, that all convertible preferred shares were converted, the
contingent common stock were issued, the warrant was exercised and the stock
options granted were exercised . The shares to be issued [see note 2(c)] 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. CASH HELD IN TRUST AND TRUST LIABILITY

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

Note 5. BANK INDEBTEDNESS

At February 29, 2000 and May 31, 1999, the company's available line of credit
under the bank loan agreement amounted to $33,920 (CDN$50,000). The operating
credit facility bears interest at the bank's prime lending rate plus 2% per
annum with interest payable monthly. As security, the company has provided a
general assignment of book debts, a general security agreement constituting a
first charge over all present and future personal property of the company, a
subordination agreement with respect to amounts owed by the borrower to the
shareholders of $33,920 (CDN$50,000), and a guarantee by the major shareholder
of the company of $33,920 (CDN$50,000).

Note 6. ADVANCES FROM STOCKHOLDER

The advances are from a majority stockholder and are non-interest bearing, are
without specific terms of repayment and are not expected to repaid before June
1, 2000.

Note 7. CAPITAL STOCK

(a) Authorized

100,000 Class A Preference 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 the 125% of the face value of the Class AA shares as compared
with the market price of the common stock.

100,000 Class AAA preferred shares of $500 par value, no dividends, non-voting,
redeemable at 100 shares of common stock per share after three years from the
ate of issue.

20,000,000 Common shares of $0.001 par value

(b) Issued

10,000 Class A Preferred shares
78 Class AA Preferred shares (325 - 1999
0 Class AAA Preferred shares
5,109,764 Common shares (4,803,932 - 1999

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.

(d) Stock options

On September 18, 1998, the board of directors of the company adopted a stock
option plan (the "plan") for its directors, employees, and consultants. 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.

(e) Stock option plan

As at May 31, 1999. options to various directors of the company to acquire
140,000 common stock had been granted under the stock option plan with the
following terms:

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

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

(f) Earnings per share

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

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

Note 8. CONTINGENT LIABILITIES

The company is involved in a lawsuit with the sellers of Builders Realty
(Calgary) Ltd. to reduce the purchase price paid for Builders Realty (Calgary)
Ltd. The sellers of Builders Realty (Calgary) Ltd. have filed a counter lawsuit
for damages of $20,352 (CDN $30,000). In management's opinion, this matter will
not have a material affect on the financial position of he company.

Note 9. COMMITMENTS

The company has operating leases for premises which extend through August 31,
2002. Future minimum rental payments as of May 31, 1999 under the operating
lease agreements are as follows:

2000 $ 167,333
2001 168,083
2002 122,817
2003 19,920
------------
$ 478,153
============

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 Service 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 Ltd. providing access to the Alberta,
Canada market in both retail real estate and mortgage loans. On September 15,
1998, the company purchased the stock of the investment banking firm of Aspen,
Benson and May, LLC for common stock.

From time to time, the company has entered into strategic alliances
with various companies in order to explore the cross-marketing of their services
to customers of the company or its franchises. To date, these strategic
alliances have not included any funding agreements or other liabilities on the
part of the company. Since the end of its last fiscal year, HomeLife has formed
strategic alliances with Home Value Check, LLC, and Mortgage Capital Resources.
Home Value Check provides Internet based appraisals for lenders and consumers of
the Company's services. Mortgage Capital Resource provides loan processing and
underwriting for MaxAmerica, the real estate mortgage brokerage subsidiary of
HomeLife.

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

Nine Months Ending February 29, 2000 (unaudited) compared to the year ending
February 28, 1999 (unaudited).

Revenues. The company generated gross sales of $2,646,353 for the nine
months ending February 29, 2000 compared to gross sales of $3,180,980 for the
nine months ending February 28, 1999. Revenue by business segment is shown
below:

February 29, 2000 February 28, 1999
Amount % Amount Percentage
------ ----- ------ ----------

Real estate brokerage 1,503,834 56.9 2,216,375 69.7
Royalty fees 615,205 23.2 572,374 18.0
Franchise fees 34,792 1.3 34,545 1.1
Mortgage financing 64,331 2.4 0 0
Home warranty sales 201,384 7.6 184,834 2.9
Other 226,807 8.6 172,852 8.3
--------- ----- ---------- -----
TOTAL 2,646,353 100 3,180,980 100
========= ==== ========= ===

Real estate brokerage commissions decreased from $2,216,375 for the period
ending February 28, 1999 to $1,503,834 for the period ending February 29, 2000.
This decrease is a result of a decrease in the number of escrows per brokers, as
the number of brokers was approximately unchanged.

Royalty fees increased from $572,374 for the period ending February 28, 1999 to
$615,205 for the period ending February 29, 2000. This increase is the result of
adding new franchise offices.

Franchise fees were approximately the same for both periods.

Mortgage financing fees increased from 0 for the period ending February 28, 1999
to $64,331 for the period ending February 29, 2000. No mortgages were brokered
in 1999, as the mortgage subsidiary was awaiting approval from the Department of
Housing and Urban Development.

Home warranty sales increased from $184,834 for the period ending February 28,
1999 to $226,807 for the period ending February 29,2000. This was due to a
greater marketing effort placed on home warranty sales.

Cost of Sales. Cost of sales for the year ending February 29, 2000 was
$1,613,165 compared to $2,256,298 for the year ending February 28, 1999. This
decrease of $643,133 was primarily due to the decrease in sales commissions paid
to agents of Builders Realty as a result of higher real estate commissions
generated.

Salaries and fringe benefits. Salaries and fringe were $471,910 for the
year ending February 29, 2000 compared to $411,989 for the year ending February
28, 1999. This increase of $121,975 was primarily the result of salary increases
to existing employees, and the hiring of an additional employee.

General and administrative. General and administrative costs for the
year ending February 29, 2000 were $413,944 versus $727,758 for the year ending
February 28, 1999. This decrease of $313,814 was primarily due to an decrease in
the use of outside consultants and a decrease in depreciation expenses.

Occupancy. Occupancy for the year ending February 29, 2000 was $128,273
compared to $177,703 for the year ending February 28, 1999. This decrease of
$43,430 was primarily the result of moving to less expensive office space in
Michigan.

Financial. Financial costs for the year ending February 29, 2000 were
$78,097 compared to $77,974 for the year ending February 28, 1999. Both expenses
were the result of a decline in the market value of a publicly traded security
owned by the company, and a loss on currency conversions, converting Canadian
dollars to US dollars.

Amortization. Amortization of intangibles was $116,060 for the year
ending February 29, 2000 compared to $153,911 for the year ending February 28,
1999. This decrease of $37,851 was primarily a result of some assets being fully
amortized.

Minority interest. The reduction in net income due to minority interest
was $396 in the year ending February 29, 2000 versus $6,882 for the year ending
February 28, 1999. This decrease of $6,486 was due to lower revenues for the
Keim Group, partially offset by higher revenues from MaxAmerica Home Warranty.

Preferred Dividends. Preferred Dividends were $1,700 in the year ending
February 29, 2000 versus $2,340 for the year ending February 28, 1999. This
decrease of $640 was due to the conversion of preferred stock into common stock.

Part II OTHER INFORMATION.

Item 1 Legal Proceedings

The company is currently involved in one lawsuit.

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. Builder's Realty v. Joyce Travis and Cecil Avery in the Provincial Court of
Alberta Canada. The sellers of Builders Realty (Calgary) Ltd. have filed a
counter lawsuit for damages of $20,352 (CDN $30,000). In management's opinion,
this matter will not have a material affect on the financial position of the
company.

Management believes that there are no other material litigation matters pending
or threatened against the company.

Item 2. Changes in Securities and use of proceeds.

None

Item 3 Default upon senior securities.

None

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

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.

SIGNATURES

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

HOMELIFE, INC.

(Registrant)

Dated April 12, 2000 /s/ Andrew Cimmerman
---------------------
Andrew Cimmerman,
Chief Executive Officer and Director