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 August 31, 2003

[ ] 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 August 31, 2003

Transitional Small Business Disclosure Format (check one):

Yes [ ] No [X]

HOMELIFE, INC.

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

PART I - FINANCIAL INFORMATION 1.

Item 1. Financial Statements 1.

Consolidated Balance Sheet at August 31, 2003 (Unaudited) 1.

Consolidated Statements of Operations for the three months ended 3.
August 31, 2003 and 2002 (Unaudited)

Consolidated Statements of Cash Flows for the three months ended 4.
August 31, 2003 and 2002 (Unaudited)

Notes to Consolidated Financial Statements 5.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation 6.

Item 3. Controls and Procedures 8.

PART II - OTHER INFORMATION 8.

Item 1. Legal Proceedings 8.

Item 2. Changes in Securities and Use of Proceeds 9.

Item 3. Defaults Upon Senior Securities 9.

Item 4. Submission of Matters to a Vote of Security Holders 9.

Item 5. Other Information 9.

Item 6. Exhibits and Reports on Form 8-K 9.
(a) Exhibits
(b) Reports on Form 8-K

PART I - FINANCIAL INFORMATION

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT AUGUST 31, 2003
(UNAUDITED)

ASSETS
Current Assets
Cash $ 106,025
Marketable securities, at fair value 900
Accounts receivable, net 26,294
Prepaid expenses and deposits 34,532
------------
167,751

Property and Equipment, net 183,844

Goodwill 225,943

Other Assets, net 185,578

Purchased Franchise Rights 20,000
------------

$ 783,116
============

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
AT AUGUST 31, 2003
(UNAUDITED)

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities

Bank indebtedness $ 45,317
Accounts payable 243,702
Reserve for warranty 75,000
Preferred dividends payable 9,270
Deferred revenue 80,140
------------
453,429

Deferred Revenue 88,740

Due to Stockholder 243,032

Minority Interest 19,509
------------
804,710

Stockholders' Equity (Deficit)

Capital Stock 1,031,109

Additional Paid in Capital 3,487,472

Accumulated Other Comprehensive Income 4,715

Accumulated Deficit (4,544,890)
------------

(21,594)
------------

$ 783,116
============

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 2003 AND 2002
(UNAUDITED)
2003 2002
------------ ------------
REVENUE

Royalty and franchise fees $ 120,586 $ 133,316
Warranty fees 33,242 49,741
Other income 28,823 51,925
-----------------------------
182,651 234,982

DIRECT COSTS 42,674 51,335
-----------------------------
139,977 183,647
EXPENSES

Salaries and fringe benefits 65,885 79,043
General and administrative 86,866 59,510
Occupancy 14,637 15,448
Financial 1,468 1,735
Depreciation 15,936 16,046
Impairment loss on purchased franchise rights -- 10,000
Amortization 12,963 12,963
-----------------------------
197,755 194,745

LOSS BEFORE MINORITY INTEREST (57,778) (11,098)

Minority interest -- 807
-----------------------------

NET LOSS (57,778) (10,291)

Preferred dividends (500) --
-----------------------------

NET LOSS APPLICABLE TO COMMON
SHARES (58,278) (10,291)
=============================

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

WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES 6,108,586 6,108,586
=============================

HOMELIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED AUGUST 31, 2003 AND 2002
(UNAUDITED)

2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (57,778) $ (10,291)
Adjustments to reconcile net loss to
net cash from operating activities
Depreciation 15,936 16,046
Amortization 12,963 12,963
Change in value of minority interest -- (807)
Impairment loss on purchased franchise rights -- 10,000
Changes in assets and liabilities
Accounts receivable (425) 6,163
Prepaid expenses and deposits -- (213)
Accounts payable (4,276) (6,542)
Reserve for warranty -- 463
Due to stockholder 20,000 --
Deferred revenue (5,645) (6,995)
-----------------------------
(19,225) 20,787
-----------------------------

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

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from (repayments on)
bank indebtedness, net 1,456 (2,971)
-----------------------------

NET CHANGE IN CASH (17,769) 17,816
Cash, beginning of period 123,794 113,475
-----------------------------

CASH, END OF PERIOD $ 106,025 $ 131,291
=============================

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Interest paid $ 1,086 $ 1,507
=============================

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

HOMELIFE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. MANAGEMENT'S PLAN AND FUTURE OPERATIONS

At August 31, 2003, 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 fiscal year 2002, the company closed the operations of an
unprofitable subsidiary, HomeLife Builders Realty (Calgary) Ltd, and
sold certain assets.

2. 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 pursuing potential mergers/acquisitions.

3. The company is considering issuing stock to major shareholders in
return for working capital and to retire existing debt.

The accompanying 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 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 financial statements should be
read in conjunction with the annual audited 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 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 year financial statements have been
reclassified to conform with the current year presentation.

NOTE 3. STOCK OPTION GRANTS

The Company has a stock option plan under which employees, non-employee
directors, consultants and investors may be granted options to purchase
shares of the Company's common stock. Options have varying vesting and
expiration dates.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations in accounting
for its employee stock options. Accordingly, no compensation expense has
been recognized for its employee stock options. During the year ended May
31, 2003, the Company adopted the disclosure provisions of SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure".

The following table illustrates the effect on net earnings and earnings per
share had the Company adopted the fair value based method of accounting for
stock-based employee compensation for all periods presented:

Three months ended August 31, 2003 2003 2002 2002
---------- ---------- ---------- ----------

As Reported Pro-Forma As Reported Pro-Forma
---------- ---------- ---------- ----------

Net loss for common shares $ (58,278) $ (58,278) $ (10,291) $ (10,291)
Basic and fully diluted loss
per Common share $ (0.01) $ (0.01) $ (0.00) $ (0.00)

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.

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 AUGUST 31, 2003 (UNAUDITED) COMPARED TO THE THREE MONTHS
ENDED AUGUST 31, 2002 (UNAUDITED).

REVENUES. The Company generated gross sales of $182,651 for the quarter
ended August 31, 2003 compared to gross sales of $234,982 for the quarter ended
August 31, 2002. Revenue by business segment is shown below:

August 31, 2003 August 31, 2002
Amount % Amount %
------ --- ------ ---
Royalty & franchise fees $ 120,586 66 $ 133,316 57
Home warranty sales 33,242 18 49,741 21
Other 28,823 16 51,925 22
---------- --- ---------- ---
TOTAL $ 182,651 100 $ 234,982 100
========== === ========== ===

Each business segment had lower sales in the current quarter compared to the
prior year.

Royalty fees & franchise fees combined decreased from the prior fiscal year due
to fewer transactions in the current fiscal year. The real estate market in
Michigan has suffered a slow down.

Home warranty sales were lower in the current year first quarter compared to the
same period in the prior year due to a general downturn in the Michigan real
estate market. The Company has sold fewer policies in the first quarter of 2004
compared to first quarter of 2003.

DIRECT COSTS. Consistent with the decrease in overall revenues , direct
costs have decreased from the prior year. Gross margin is slightly lower in the
current year, due to slightly higher costs associated with the warranty revenue.

SALARIES AND FRINGE BENEFITS. Salaries and fringe benefits decreased from
$79,043 for the three months ended August 31, 2002 to $65,885 for the three
months ended August 31, 2003. This decrease of $13,158 was the result of two
employees who left the company and have not been replaced.

GENERAL AND ADMINISTRATIVE. General and administrative costs increased to
$86,866 for the quarter ended August 31, 2003 from $59,910 for the quarter ended
August 31, 2002. The increase was primarily due to expenditures to boost sales
such as telemarketing, mailings and supplies.

OCCUPANCY. The decrease of $811 in occupancy costs from first quarter
fiscal year 2003 compared to first quarter fiscal year 2002 results from the
reduction of the office space in the prior year.

FINANCIAL. Financial costs were comparable for the two periods.

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

AMORTIZATION. Amortization of intangibles was comparable for both periods.

IMPAIRMENT LOSS. There was no impairment loss recognized during the first
quarter of the current fiscal year.

LIQUIDITY AND CAPITAL RESOURCES. The Company has 3,750 shares of Voice Mobility
Inc. as a marketable security, and lines of credit with two banks with available
credit of $95,000. The capital requirements of the Company are for operating
expenses and to service and use of its lines of credit. In the prior fiscal
year, the Company recorded a loss on its marketable security as the share price
has declined in the public market from the purchase share price. The Company has
recorded significant operating losses in the prior two years. These losses are
primarily due to amortization and depreciation, write down of goodwill, and
impairment of 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 $285,678 as of August 31, 2003. 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.

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. No
payments were received in the prior fiscal year or the first quarter of the
current fiscal year. However, payment is expected during fiscal year 2004.

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 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 breach of contract. Settlement discussions between the parties are in
progress and a final settlement agreed to by both parties is expected during the
next fiscal year.

In connection with the above lawsuit, the company has 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. Further action
with this case will be dependent on the outcome of the above mentioned lawsuit.

In addition to the above lawsuits, the sellers of Builders Realty (Calgary)
Ltd., through another business entity, have filed a lawsuit against Builders
Realty (Calgary) Ltd. for unpaid rents and commissions and damages incurred at
rental offices. Management is defending its position, with any further action
with this case being dependent on the outcome of the above mentioned lawsuits.

On July 31, 2003, several realtors formally employed by Builders Realty
(Calgary) Ltd. filed a lawsuit against the company seeking payment of unpaid
commissions. These commissions the Company is holding in a trust fund as
required by a court order. The company's defense position in regards to this
case will be dependent on the outcome of the above mentioned lawsuits.

The company is 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 fees and
franchise fees. During the year ended May 31, 2003, a court settlement offer was
declined by the respective parties. Subsequently, the parties have taken the
above mentioned matter to binding arbitration and expect to settle the matter
during the next fiscal year.

Should any expenditures be incurred by the company for the resolution of any of
the above mentioned lawsuits, they will be charged to the operations of the year
in which such expenditures are incurred.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS 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:

Exhibit
Number Title
------ -----
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.

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: October 15 , 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: October 15, 2003
--------------------------------------- ------------------------
Chief Executive Officer, President, Director