UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

     (Mark  One)

     [  X  ]  Annual report under Section 13 or 15(d) of the Securities Exchange
              Act  of  1934

     For  the  fiscal  year  ended  December  31,  2001

     [    ]  Transition  report  under  Section  13  or  15(d) of the Securities
             Exchange  Act  of  1934

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  333-67892

                                 HELPCITY, INC.
                 (Name of Small Business Issuer in Its Charter)

        NEVADA                                                 95-4818246
(State or Other Jurisdiction of                              (IRS Employer
Incorporation  or  Organization)                          Identification Number)

    237 W. BONITA AVENUE, SUITE F
       SAN DIMAS, CALIFORNIA                                      91773
(Address of Principal Executive Offices)                        (Zip Code)

                                 (909) 394-2362
                           (Issuer's Telephone Number)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                     (None)

     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  [__]

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X  ]

     State  issuer's  revenues  for  its  most  recent fiscal year.     $170,400

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.).  Not Applicable.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.  20,052,880

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes  [__]    No  [_X_]


<PAGE>
                                TABLE OF CONTENTS


                                     PART I

Item  1          Description  of  Business.

Item  2          Description  of  Property.

Item  3          Legal  Proceedings.

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

                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

Item  6          Management's  Discussion  and  Analysis.

Item  7          Financial  Statements.

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial  Disclosure.

                                    PART III

Item  9          Directors,  Executive  Officers,  Promoters and Control Persons

Item  10         Executive  Compensation.

Item 11          Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.


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                                INTRODUCTORY NOTE

This  Annual  Report  on  Form  10-KSB  may be deemed to contain forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the Securities Exchange Act of 1934.  The Company intends that
such  forward-looking  statements be subject to the safe harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that involve a number of risks and uncertainties.  Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the  financial  condition,  operating  results,  business prospects or any other
aspect  of  the  Company,  please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that  projected  or estimated by the Company in forward-looking statements.  The
differences  may be caused by a variety of factors, including but not limited to
adverse  economic  conditions, intense competition, including intensification of
price  competition  and  entry of new competitors and products, adverse federal,
state  and local government regulation, inadequate capital, unexpected costs and
operating  deficits,  increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to  them by the Company, disadvantageous currency exchange rates, termination of
contracts,  loss  of  suppliers,  technological  obsolescence  of  the Company's
products,  technical  problems  with the Company's products, price increases for
supplies  and  components,  inability  to  raise  prices,  failure to obtain new
customers,  litigation and administrative proceedings involving the Company, the
possible  acquisition  of new businesses that result in operating losses or that
do  not  perform as anticipated, resulting in unanticipated losses, the possible
fluctuation  and  volatility  of  the  Company's  operating  results,  financial
condition  and  stock  price,  losses incurred in litigating and settling cases,
dilution  in the Company's ownership of its business, adverse publicity and news
coverage,  inability  to carry out marketing and sales plans, loss or retirement
of  key  executives,  changes in interest rates, inflationary factors, and other
specific  risks that may be alluded to in this Annual Report or in other reports
issued  by the Company.  In addition, the business and operations of the Company
are  subject to substantial risks which increase the uncertainty inherent in the
forward-looking  statements.  In light of the significant uncertainties inherent
in  the  forward-looking  information  included  herein,  the  inclusion of such
information  should  not  be  regarded as a representation by the Company or any
other  person  that  the  objectives  or  plans of the Company will be achieved.

                                     PART I

ITEM  1  -  DESCRIPTION  OF  BUSINESS

ORGANIZATIONAL  HISTORY

     We  were  initially formed in December 1998 as a general partnership and we
converted  into  a  California  limited liability company, HelpCity.com, LLC, in
January 1999.  We then reorganized into a Nevada corporation, HelpCity, Inc., on
December  31,  2000.

     Immediately prior to the reorganization, HelpCity, Inc. had zero assets and
zero  shares of common stock outstanding.  As part of the reorganization, and in
exchange  for  all of the outstanding membership interests of HelpCity.com, LLC,
HelpCity, Inc. issued 20,382,414 shares of its common stock to former membership
interest  holders.  Therefore,  on  December 31, 2000, immediately following the
reorganization  transaction,  we  had  20,382,414  shares  of  common  stock
outstanding,  and  no  shares  of  preferred  stock  outstanding.

OVERVIEW

     We  specialize  in  organizing  and providing in-depth local information to
cities and communities using an integrated online and offline community approach
that unites the virtual world (the Internet) with the real world (through print,
participation  in  local  events,  and  community  partnerships).  We  have also
researched and developed a publication we call the HelpCity Local Internet Guide
that  is  a  printed  online and offline guide that combines the attributes of a
telephone directory and an informational guide for local communities. We partner


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with  cities,  chambers  and  other  community  organizations.   In addition, we
provide  our  content  in multiple languages (English, Spanish and Chinese).  We
also  specialize  in  promotions  and advertising for local businesses using our
HelpCity  Local  Network,  where  members  are promoted both online and offline.
Our  web  site  is  located  at  www.helpcity.com.

     As  of  March  31,  2002,  our  web  site  provides information on 13 local
communities  in  San  Gabriel  Valley and San Bernardino and services over 1,000
local  businesses  in  more than 240 categories, as well as four cities and four
chambers  of  commerce.  Starting  with  one  city (the City of Walnut), we have
expanded  to  13  cities,  and  within  the next six to eight months, we plan to
expand  to  more  than  20  cities  throughout  the counties of Los Angeles, San
Bernardino  and  Orange.

     Currently, we have established coverage ("coverage" shall mean that we have
provided  a  web  site  presence and we have or will start selling and marketing
into  the  area  for  that  city)  in the following 13 cities in the San Gabriel
Valley/West  San  Bernardino  area:

     Baldwin  Park
     Chino
     Chino  Hills
     Diamond  Bar
     Hacienda  Heights
     La  Puente
     Monterey  Park
     Pomona
     Rosemead
     Rowland  Heights
     San Dimas
     Walnut
     West  Covina

     Our  stair-step  approach  has  allowed  us to gain market visibility while
developing  our  products and services and attracting advertisers and businesses
that  want combined local online and offline promotion and exposure via multiple
languages.  Although  our  focus  is  generating revenues from promoting "local"
businesses  within  each community, we will be a more viable and more attractive
alternative  to  regional  advertising  as  we  expand  our base of cities.  Our
business  plan and revenue generating model emphasizes not only the Internet and
online aspect, but also the offline aspect of reaching customers through printed
media.  As  such,  we have researched and developed a printed online and offline
guide  that  we call the HelpCity Local Internet Guide that complements the main
HelpCity  "More  Than  A  Phonebook"  portal.

PRODUCTS  AND  SERVICES

     Our  products  and services are divided into two types: online and offline.
Generally,  an  online option refers to our web site at www.helpcity.com that is
associated  with  a  service.  The  organized  content  within our site provides
various  services.

     Offline, we offer both products and services.  Our offline products include
the  HelpCity  Local  Internet  Guide,  a  new type of print publication that is
comprised  of a local directory listing businesses and their local web addresses
and  also  information  on the local community (including local city government,
school,  clubs,  associations, and church information).  In support of our local
businesses,  we  also offer offline services such as a printed quarterly tabloid
announcing  coupon  specials and new businesses.  In the community we gather and
develop original local community content such as our HelpCity Bubblehead Gallery
and  HelpCity  Minutes that show faces of the community.  Other support services
and  products  include  decals  and  posters  for  businesses.  We also organize
fundraisers  and  sponsorships  within  the  community.


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<PAGE>

PRODUCT  AND  SERVICES  DESCRIPTIONS

     We  offer  or  plan  to  offer  the  following products and services (in no
particular  order).  Products  and  services  are  added,  changed,  and omitted
depending  on  the  demand,  economics,  and  relevance  to our strategic goals.
Unless  specifically  noted  below  as  a "future enhancement" that we intend to
offer, we currently offer all the products and services listed below.  For local
businesses  and  organizations:

     WebAd  and  Electronic  Brochure  Print  Packages-  Basic  online  web
advertisements and print listings in the Local Internet Guide that promote local
businesses.  The  online  WebAd  includes information on a business, including a
description  of  the  business,  the logo, address, hours of operation, a set of
customized  photos/pictures,  and  an optional second language page (Spanish and
Chinese  and  other  languages  to  be determined as needed).  We also index the
WebAd  to  our  proprietary  keyword  and category search engine on the HelpCity
website.  This  package also includes a link to a coupon page, location map, and
a  link  to  an existing website that a business may have.  We will also provide
the  service  of  incorporating  an  electronic  business  brochure  that can be
accessed through the Internet from the WebAd.  A link to Super-Service, the mass
email feature connecting buyers with sellers.  Revenues are generated by selling
local  businesses  the online and offline exposure to promote their products and
services.

     HelpCity  Local  Internet  Guide  -  Comprehensive  listing of online local
businesses  and  useful community information and special interest sections such
as  weddings,  what's  to  eat,  home improvement, automobile, entertainment and
coupon/savings  deal.  An  annually printed publication that will be distributed
in  July  2002.

     HelpCity Super-service - A mass email link from a buyer to all sellers in a
category  in the HelpCity database.  This feature is designed to save the buyers
time  in obtaining information on local business products and services.  For the
sellers this will mean that they will be made aware of the buyer's interested in
their  products  and services.  The cost of this service will be incorporated in
the Basic WebAd and electronic brochure and print package.  The Super-Service is
schedule  for  release  in  the  third  quarter  of  2002.

     "More  than  a  Phone Book"  Promotions - Promotions that focus on specific
categories  or  special  categories.  These  specific  or special categories are
expanded  in content and features to generate a more targeted audience for local
businesses.   For  example,  we  offer "Local Real Estate Information," where we
promote  local  real  estate  businesses  by grouping them together as a special
category.  These  applications generate multiple sign-ups and encourage affinity
group  participation.  Revenues  are generated by charging local businesses that
are  promoted  in  these special and or specific service and product categories.

     Online  Newsletters  WBI-  Newsletters  a business can create through a Web
Based  Interface  (WBI). Can be purchased as an additional option or included in
special category packages.  Revenues are generated when this feature is added to
their  WebAd  package.

     HelpCity  Posters-  Promotional  collateral  for businesses to place within
their  establishment  to  promote  themselves  and  HelpCity.

     HelpCity  Local  Network Member Decals- Promotional stickers for businesses
to  stick  on  store  or  car  windows  to  promote  themselves  and  HelpCity.

     HelpCity Brand Business Cards- Cards with the HelpCity logo on the back and
a  business's  regular  card  on  the  front, used to promote businesses and our
Company.  This  will  be  included  in  the  basic  WebAd  package.


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<PAGE>

     HelpCity  Virtual  Tours  -  Online  picture,  audio, and text summaries of
community  and  organization  events  and activities. Does not directly generate
revenue,  but  promotes  the  HelpCity  brand name and creates valuable web site
traffic.

     Chambers of Commerce Collaboration Program - Programs where we partner with
local  chambers  of  commerce.  We provide technical consulting, web site design
and  membership  recruitment  assistance.  Chambers  receive  a  monthly  cash
contribution  based on the number of members participating in the HelpCity WebAd
program.  Chambers  actively  promote  us.  Revenues are generated through joint
marketing of the WebAd packages.  The Chambers get a referral fee from the sales
when  they  work  together with us to sign up their members for our products and
services.

     Local  City  Directory  Partnerships  -  Online  city  licensed  business
directories  organized,  designed, developed, and implemented by us for city web
sites.  Cities can then provide 24 hours, 7 days a week, virtual storefronts for
all  its  licensed  businesses.  Cities also actively promote their relationship
with  us.  The  cities  pay  a one-time set up fee for converting their licensed
business databases to be used on our search engines for their official web sites
that  generates  revenue  for  the  Company.

     HelpCity  Coupon  Gallery  - Interface designed to offer online and offline
coupons  for general consumers, businesses, students, and seniors.  Provides the
tie-in  that  will  show  businesses  their  ads  and  promotions are effective.
Revenues  are  generated  for  putting  printed  coupons  in  the HelpCity Local
Internet  Guide.

     Custom  Web  site Design Services - Service offered selectively and only to
target  groups and organizations that fit our strategy of branding and expanding
its  market.  We  are not in the business of web design.  Revenues are generated
when  custom  web  sites  are  designed  and  developed  for selected customers.

     E-mail  Collection  and  Distribution-  E-mailing  coupons  and  special
promotions  to  specifically  designated  recipients. Revenues are generated for
collecting,  managing  and  processing  messages  for  clients  targeting  their
customers  electronically  via  email  campaigns.  (Future  enhancement)

     HelpCity  Bubblehead  Gallery  Photo  Shoots  and  HelpCity  Minute - Photo
sessions  to  take  pictures  of  participants during community and organization
activities  for  online  photo  albums.  Where  the photos are tied to a virtual
clock  we  call  it  the  HelpCity  Minute program.   Does not directly generate
revenue,  but  promotes  the  HelpCity  brand name and creates valuable web site
traffic.

     HelpCity  Membership  Services  -  On-site  and  telephone  assistance  for
customers  to establish their WebAds and electronic brochures.  Included as part
of  our  WebAd  &  Electronic  Brochure  Packages.

     Web  site  Hosting-  Hosting for selected clients for whom we have designed
web  sites.  Revenues  are  generated  when  we  host  a  client web site on our
computers  and  servers  for selected clients.  We provide storage, security and
bandwidth.

     Multilingual  Portal-  Access to our web site content in other languages in
addition  to  English.  Currently  offered  are  Spanish  and Chinese.  Does not
directly  generate  revenue,  but  promotes  the HelpCity brand name and creates
valuable  web  site  traffic.

     HelpCity  Sponsorship  and  Organization  Collaborations-  Activities  that
include  working with non-profit organizations and service groups.  Enhances our
presence  and  relevance to the community.  It is anticipated that revenues will
be  generated  both  through  corporate  sponsors  and/or  direct charges to the
non-profits  and  services  through  hosting  fees  and/or  WebAd and Electronic
Brochure  fees.


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<PAGE>

     HelpCity  University-  Internet  training  for  schools  and  service
organizations.  Helps  brand  and  expand  our  services  and  products.

     Online  Classified Ads- Ads for business to business, business to consumer,
and  consumer  to  consumer.  Adds value to other business programs.  No service
charges  at  this  time.  (Future  enhancement)

     HelpCity  Jobs  -  An  online  employment  job listing site on the HelpCity
portal.  The  service  will  be introduced initially as a free service, but will
eventually  be  fee  based.  (Future  enhancement)

     Online  Auctions- Ads for business to business and consumers. Adds value to
other  programs  offered to businesses and consumers. No service charges at this
time.  (Future  enhancement)

     HelpCity  Partnerships-  Partnerships  to market our products and services.
These  are  arrangements  with  individuals,  groups,  and organizations to help
market  the  Company  in  other  geographical  areas.

     Community Calendars- Lists local city and community events for consumers to
organize  their  daily  and  monthly  activities.  Where  possible, revenues are
generated  through  corporate  sponsors.

     Holiday  Shopping  Ideas  and Services- Helps people save time and money by
conveniently  presenting  unique  and  special gift ideas available to purchase.
Revenues are generated from local businesses for special placement and promotion
in  our  online  and  offline  platforms.

     Online  Visitor  Guides-  Helps  new  residents  find valuable services and
information  to help them settle into a community.  Where possible, revenues are
generated  through  corporate  sponsors  or  cities.

     Our  focus is to generate revenues and to provide the community with useful
local  information.  Significant effort has been spent in the past year focusing
on  developing  the  Local  Internet Guide print product and expanding our sales
force  for  marketing  and  selling  our  integrated  online and print services.
Another area of concentration has been spent in creating, designing, organizing,
developing,  and  implementing  ways  to  effectively  deliver  useful  local
information  to  the community online and offline.   We believe that we now have
the  major  scaleable  elements  in  place  to  sell  into  the  market  place.

     The  current  products  and  services  together is the foundation that will
allow  us  to  grow  rapidly in the future.  Many of these services and products
will be significantly expanded and will serve as centerpieces and components for
other  ideas.

INDUSTRY  BACKGROUND

     Our  concept  is  based  on a combination of two major market segments, the
Internet  and  the  telephone  directory  industry.

     The  industry is comprised of  the assortment of players that are trying to
utilize  the  Internet  to  deliver  local information and services to community
businesses  and  residents.

     Rather  than speculating on the size of the local yet-to-be-proven Internet
market,  it  is  easier to measure the industry by analyzing the existing Yellow
Pages  publishing  market.  Our business model is targeted at gaining a piece of
the  local  Yellow  Pages  advertising  market.

     In  1999,  advertising  in  Yellow  Pages  from  both  national  and  local
businesses  increased  to  $12.65  billion  up 5.5% from $11.99 billion in 1998,
according  to  Universal  McCann, the media unit of McCann-Erickson Worldwide in
New York, part of the Interpublic Group.  According to Larry Small of the Yellow
Pages Publisher Association, Denver, Colorado, trade group Internet Yellow Pages
last  year  was  approximately $100 million. Mr. Small estimates Internet Yellow
Page  advertising  jumped  75%  from  last  year.


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     The  local  Yellow  Pages market is extremely fragmented.  In most cases, a
local  market is dominated by a utility (telephone company) phone book. However,
most  markets  have  a  number  of  independent  or  alternative  players.  The
alternative  Yellow  Pages  publishers compete effectively by providing a better
price  (cheaper rates for advertising) or higher value book (with extra features
such  as color).  In our local markets there are the following main Yellow Pages
publishers  (as well as other similar such directories and city guides): Pacific
Bell  with  17 books, Verizon with 16 books, Donnelly with 42 books, Clarke with
four books, Fine Publishing with one book.  As expected, each market will have a
similar  number  and  types  of  competitors.  Collectively, revenues from these
books  are  estimated  at  $400  million  dollars  a  year.

     Because of the strategic partners (cities and chambers of commerce) that we
have  aligned  with and the local community aspect of our multilingual (English,
Spanish  and  Chinese)  content  and  print  that  is  well  integrated with the
Internet,  we  believe  we  can  offer  a  better  alternative  for  the market.

     There  are numerous locally focused web sites entering the market every day
that  offer some kind of directory or affinity type grouping (categorization) to
help  users  access  local information. The biggest difference, however, is that
these  web  sites  lack any real world involvement (such as a printed directory,
participation  in  local  events,  and networking in the community).  Real world
activity  is  time-consuming  and  expensive, requiring staff and people.  This,
however,  is  our  most important strategy - in any city, there is only one city
hall  and only one chamber of commerce; whoever is their partner can claim to be
the  designated  source  of  information  for  that  local  community.

     Currently,  there  are  a number of national, regional, and local companies
targeting  the  same  local  community  of  our target market in the San Gabriel
Valley  of  Southern  California.  The  following is a partial list of companies
that  have  been  identified:

YELLOW  PAGES  PUBLISHERS
Clarke               (Mini-Phone  Book)
United  Yellow  Pages
Verizon          (Super  Pages)
Pacific  Bell          (Smart  Pages)Various  local  and  regional  publishers

ONLINE  DIRECTORIES
Bigyellow.com
Yellowonline.com
Yellowpages.com
Zip2.com
Various  local  online  regional  directories.

REGIONAL  GUIDES  REGIONAL  GUIDES
Citysearch.com          (Ticketmaster  Online  -  City  Search)
Digitalcity.com          (Digital  Cities  -  AOL)
LAtimes.com          (now  part  of  Gannet-USA  Today)
Washingtonpost.com
Various  other  regional  Guides

LOCAL  ONLINE  COMMUNITIES  LOCAL  ONLINE  COMMUNITIES
Icityonline.com     (targets  the  Orange  County  area)
Mainstreetcentral.com     (services  one  community)
MyCity.com          (local  online  resource)
MyOC.com          (associated  with  the  Orange  County  Register)
Various  chamber  of  commerce  sites

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<PAGE>

SUPPLIERS
Infospace.com          (supplier  of  online  information)
InfoUSA.com          (directory  and  credit  information)
Various  other  suppliers

     Each of the aforementioned competitors have targeted a certain niche in the
community  market.  The  phone book publishers are print based so their emphasis
has remained focused on directory content with little or limited content related
to community coverage.   Dedicated online directories focus primarily on listing
content,  offering  no  community  information  or  print alternative.  Regional
online  guides are generally very broad in scope and do not offer identification
with  specific local communities.    Local online communities on the other hand,
are very specific, yet they do not offer their content in print. The information
suppliers mainly sell prepackaged content to website operators and play the role
of  providing  information  that  can  be  branded  by the other segments of the
industry.  Due  to  the fact that each of these groups currently approaching the
local  community market addresses a very specific niche, there is an opportunity
for  a company like HelpCity to reassemble the different approaches to offer the
market  a  better  alternative.

COMPETITION

We  have  a  six  point  competitive  market  approach:

     -In-depth  local  community  focus.
     -Integrated  online  services  and  offline  products  (HelpCity portal
      and HelpCity  Local  Internet  Guide).
     -A strategy that  creates  mutually  beneficial  co-  partnerships  with
      municipalities,  chambers  of  commerce  and  community  organizations.
     -Multilingual  content.  (English,  Spanish,  and  Chinese)
     -Extremely  competitive  and  cost effective entry price points (less than
      a dollar  a  day)  for  HelpCity  services.
     -HelpCity  Super-service:  a  value  added  feature  connecting  buyers
      and sellers.

COMPARISON  OF  SERVICES

     Our competitors primarily fall into two distinct categories: telephone book
publishers  and  Internet  companies.

     We  have  made  a  commitment  to  bringing together the real world and the
virtual  world on a local basis.  This approach is expensive and time consuming,
but once established the approach gives us a potential strategic advantage.  For
example,  there  is  only  one city hall in each city, and once a partnership is
established it is differentiated in the marketplace (and though not exclusive, a
city  hall  will not ordinarily support multiple service providers with the same
services  or  opportunities).  The differentiated value is that we receive added
credibility and marketing support from the city, as well as placement preference
on  the  official  city  web  site.

     Most  small  local  businesses  have  limited time and resources to develop
marketing  strategies  and an Internet presence.  Management believes the window
of  opportunity  is  significant  in  size  and that there is demand for locally
focused  community  information.   Thus,  a  company  that provides services and
products  that are community- focused, fills a real need in the marketplace.  We
believe  that  we  have demonstrated that we can create and sustain this type of
service and that we have a competitive lead in our concept in the marketplace in
terms  of  establishing  the  idea,  setting  up  and  expanding  a  scalable
infrastructure  and  deploying  a  revenue  producing  business  model.

     We  recognize  that  all  of  our  products  and  services  can and will be
duplicated by others over time.  Due to the dynamic nature of our industry, main
competitors  can  change  very  rapidly.  For  example,  when  we  were  first
established,  chambers  of  commerce were viewed as potential competitors.  Now,


                                        9
<PAGE>

however, chambers of commerce are one of our main strategic partners.  As in any
process, many things can happen and many factors can change.  Our approach is to
be  adaptable  and  flexible  in  this  ever-changing  landscape.

DEPENDENCE  ON  KEY  CUSTOMERS

     The  Company  is  not  dependent  on  any single customer for a significant
portion of its annual sales. The Company's customer base changes on a continuous
basis  as  new  customers  are  added  or  old  customers  removed.

PATENTS,  TRADEMARKS,  LICENSES

     We  regard copyrights, service marks, trademarks, trade secrets and similar
intellectual  property  as  critical  to  our success, and rely on trademark and
copyright  law,  trade  secret  protection  and  confidentiality  and/or license
agreements  with  our  employees,  customers, partners and others to protect our
proprietary  rights.  We  have five trademark applications pending in the United
States.  We  do  not  know  whether these trademarks will be granted or, that if
granted,  that  the  marks  will  be  challenged  or  invalidated.  We  have  no
registered  trademarks  or  service  marks  to  date.  It  may  be  possible for
unauthorized  third  parties to copy certain portions of our products or reverse
engineer  or  obtain  and  use  information  that  we regard as proprietary.  In
addition,  the  laws of some foreign countries do not protect proprietary rights
to  the  same  extent  as  do  the  laws  of  the  United  States.

     Other  parties  may  assert, from time to time, infringement claims against
us.  We may also be subject to legal proceedings and claims from time to time in
the ordinary course of our business, including claims of alleged infringement of
the trademarks and other intellectual property rights of third parties by us and
our  licensees,  if  any.  Such claims, even if not meritorious, could result in
the  expenditure  of  significant  financial  and  managerial  resources.

GOVERNMENT  REGULATION

     Although  there  are currently few laws and regulations directly applicable
to  the  Internet  and  e-commerce,  it  is  possible  that a number of laws and
regulations  may  be adopted with respect to the internet or e-commerce covering
issues  such  as  user  privacy,  pricing,  content,  copyrights,  distribution,
antitrust  and  characteristics  and quality of products and services.  Further,
the  growth and development of the market for online information and advertising
may  prompt  calls  for  more stringent consumer protection laws that may impose
additional  burdens on those companies conducting business online.  The adoption
of  any  additional laws or regulations may impair the growth of the internet or
commercial  online  services,  which could, in turn, decrease the demand for our
products and services and increase our cost of doing business, or otherwise harm
our  business,  operating  results  and  financial  condition.  Moreover,  the
applicability  to  the  internet  of  existing  laws  in  various  jurisdictions
governing  issues  such  as property ownership, sales and other taxes, libel and
personal  privacy  is  uncertain  and  may  take years to resolve.  Any such new
legislation  or  regulation,  the  application  of  laws  and  regulations  from
jurisdictions  whose  laws  do  not  currently  apply  to  our  business  or the
application  of  existing  laws  and  regulations to the internet could harm our
business.

     We intend to closely monitor applicable laws and regulations to assure that
we  comply  with  applicable  laws  in  that  regard.

COST  OF  COMPLIANCE  WITH  ENVIRONMENTAL  REGULATIONS

     The  Company  currently  has  no  costs  associated  with  compliance  with
environmental  regulations. However, there can be no assurances that the Company
will  not  incur  such  costs  in  the  future.

RESEARCH  AND  DEVELOPMENT

     As  of December 31, 2001, we have spent and capitalized $250,600 in website
development  costs.


                                       10
<PAGE>

NUMBER  OF  EMPLOYEES

     Due  to  delays  in  raising  capital  and  the  lack  of sales towards the
year-end,  we significantly reduced our operations in November 2001 and laid off
a  majority of our employees.  As of the date of this Report, we had 2 full-time
employees.  None  of  our  employees  are  covered  by any collective bargaining
agreement.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     Our principal executive offices are located at 237 W. Bonita Ave., Suite F,
San Dimas, California 91773, which we occupy on a monthly basis at approximately
$2,775  per  month.  That facility consists of approximately 3,643  square feet.
We  believe  that  if  required  we  can lease the same or comparable offices at
approximately  the  same monthly rate.  Our present location is suitable for our
ongoing  business.

ITEM  3.  LEGAL  PROCEEDINGS

     The  Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental  to  the  operation  of  its business.

     On January 25, 2002, a lawsuit was filed in the Superior Court of the State
of  California  for  the  County  of  Los Angeles, Central District, against the
Company  and its principal officers, David Wong and Traci Wong, entitled Michael
Vicencio  vs.  HelpCity,  Inc.,  a  California  Corporation;  HelpCity, Inc. dba
HelpCity.com,  a  Business  Entity;  David  Wong,  an individual; Tracy Wong, an
individual(No.  BC266898).  The  complaint  alleges,  on behalf of the plaintiff
that  the  Company failed to pay overtime compensation, failed to pay wages, and
violated  unfair  competition  laws. The complaint seeks compensatory damages of
approximately  $78,387.59,  potential  statutory  penalties  of  $8,215.20,  a
permanent  injunction prohibiting defendants from engaging in unlawful practice,
an  appointment  of  a receiver; restitution damages of $1,000,000, and attorney
fees.

     The  Company  and  its  defendant  officers  and directors believe that the
lawsuit  is  without  merit and that they have meritorious defenses to the above
actions.  The  Company  has  engaged  legal  counsel  and  plans  on  vigorously
defending the litigation.  However, failure to successfully defend the action or
other  similar  actions  could  have  a material adverse effect on the Company's
results  of  operations,  liquidity  and  financial  condition.

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

No  matters  were submitted to a vote of security holders during the fiscal year
ended  December  31,  2001.


                                     PART II

ITEM  5.       MARKET  FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
               MATTERS

MARKET  INFORMATION

As  of  the  date  of  this  Report,  there  is no public trading market for the
Company's  stock.

NUMBER  OF  SHAREHOLDERS

The number of beneficial holders of record of the common stock of the Company as
of  March  31,  2002  was  approximately  130.

DIVIDEND  POLICY

To  date,  the  Company  has declared no cash dividends on its common stock, and
does  not expect to pay cash dividends in the next term.  The Company intends to
retain  future earnings, if any, to provide funds for operation of its business.


                                       11
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     From  January  1999  through  July  1999,  the  Company's  predecessor,
Helpcity.com,  LLC,  issued  11,789,250  membership  interests  to  three of its
founders  for  services  rendered.  In  July  1999, two of the founders returned
477,852 of the membership interests to treasury for cancellation.  The issuances
were  isolated  transactions  not  involving  a  public offering and exempt from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     From  January  1999  through  March  2000,  the  Company's  predecessor,
Helpcity.com,  LLC,  issued  4,206,384  membership  interests  for approximately
$1,112,000  in cash to approximately 101 investors.  Of the 4,206,384 membership
interests  issued,  359,100 membership interests were repurchased in fiscal 2000
and 2001 for approximately $84,400 by the Company as settlement of threatened
litigation.  The  remaining  3,847,284  membership interests outstanding may not
have  been  exempt  under Section 4(2) of the Securities Act of 1933 and are the
subject  of  the  Company's current rescission offer registered under Form SB-2.
No  commissions  were  paid.

     From  January  1999  through  December  1999, the Company's predecessor,
Helpcity.com, LLC issued 331,071 membership interests to unrelated third parties
for consulting services rendered valued at approximately $64,690.  The issuances
were  isolated  transactions  not  involving  a  public offering and exempt from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act of 1933.  No
commissions  were  paid.

     From  September  1999  through December 1999, the Company's predecessor,
Helpcity.com,  LLC  issued  4,200  membership interests to two of its membership
interest  holders  in  lieu of interest payments owed to the membership interest
holders  valued  at  approximately  $1,400.  The  issuances  were  isolated
transactions  not  involving  a  public  offering  and  exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     From  November  1999  through  December 1999, the Company's predecessor,
Helpcity.com,  LLC,  issued  20,850 membership interests to two of its employees
for  services  rendered  valued  at  approximately  $3,475.  The  issuances were
isolated  transactions  not  involving  a  public  offering  and  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     From  January  2000  through  December  2000, the Company's predecessor,
Helpcity.com,  LLC,  issued 49,034 membership interests to four of its employees
for  services  rendered  valued  at  approximately  $13,009.  The issuances were
isolated  transactions  not  involving  a  public  offering  and  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     In  February  2000,  the Company's predecessor, Helpcity.com, LLC issued
3,600  membership interests to two of its membership interest holders in lieu of
interest  payments  owed  to  the  membership  interest  holders  valued  at
approximately  $1,200.  The issuances were isolated transactions not involving a
public  offering  and  exempt  from registration pursuant to Section 4(2) of the
Securities  Act  of  1933.

     From  March  2000  through  October  2000,  the  Company's  predecessor,
Helpcity.com, LLC, issued 185,716 membership interests for approximately $72,386
to unrelated third parties for consulting services rendered.  The issuances were
isolated  transactions  not  involving  a  public  offering  and  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act of 1933.  No
commissions  were  paid.

     In  October  2000,  the Company's predecessor, HelpCity.com, LLC, issued
5,159,261  membership  interests  for  $2,000,000  in  cash  to  one  accredited
investor.  The  issuance  was  an  isolated  transaction  not involving a public
offering and exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933.  No  commissions  were  paid.

     From  October  through  December  2000,  the  Company's  predecessor,
Helpcity.com,  LLC,  issued  an  aggregate of 70,000 membership interests to the
Company's  legal counsel, in consideration for legal services rendered valued at
approximately $70,000.  The issuances were isolated transactions not involving a
public  offering  and  exempt  from registration pursuant to Section 4(2) of the
Securities  Act  of  1933.

     Effective  December  31,  2000,  the  Company,  HelpCity, Inc., a Nevada
corporation  ("Company")  issued  20,382,414  shares of its restricted common
stock  in  exchange  for  all  of  the  outstanding  membership  interests  of
HelpCity.com, LLC, a  California  Limited  Liability  Company  in  a  business
combination  described  as  a  "reorganization."  For  accounting  purposes, the
reorganization  has been treated as the reorganization of HelpCity.com, LLC into
the  Company.  As  part  of  the  reorganization,  the  Company became the
surviving  entity.  Immediately  prior to the reorganization, the Company had
zero  shares  of  common  stock  outstanding.  As  part  of  the  Company's


                                       12
<PAGE>

reorganization  with  HelpCity.com, LLC, the Company issued 20,382,414 shares of
its  Common  Stock  to  the  membership interest holders of HelpCity.com, LLC in
exchange  for  20,382,414  membership  interests  of  HelpCity.com,  LLC.  The
issuances  were  transactions  not  involving a public offering under applicable
state  law  and  not involving a public offering under Rule 506 of Regulation D,
and  exempt  from registration pursuant to Section 4(2) of the Securities Act of
1933.  No  commissions  were  paid.

     On June 25, 2001, the Company's Board of Directors granted, pursuant to its
Employee  Stock Option Plan, an aggregate of 494,500 Incentive Stock Options (as
defined by the Plan), exercisable at $0.39 per share (100% the fair market value
of  the Company's Common Stock on the date of grant) to certain employees of the
Company  in accordance with Exchange Agreements entered into between the Company
and  certain  employees,  wherein  former  employment  agreements  with  certain
employees were renegotiated.  See "Employment Agreement" section.  The issuances
did  not  involve  a  public  offering and were exempt under Section 4(2) of the
Securities  Act  of  1933.


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The  following  discussion  contains certain forward-looking statements that are
subject  to  business  and  economic  risks and uncertainties, and the Company's
actual  results  could  differ materially from those forward-looking statements.
The  following  discussion  regarding  the  financial  statements of the Company
should  be  read in conjunction with the financial statements and notes thereto.

GENERAL  OVERVIEW

The  Company  is  continuing  to  focus  its  efforts  on  refining  its
revenue-generating  model  which  is based on bringing together local buyers and
sellers  either  online and/or through its print publication.  The primary focus
in  fiscal  year  2001  was  to  determine  the  most cost-effective approach to
organizing,  producing,  marketing  and  delivering our Internet-centric printed
HelpCity  Local Internet Guide, along with our HelpCity local community website,
www.helpcity.com,  throughout  our primary market base in the San Gabriel Valley
of  Southern  California.

Our  original  strategy was to distribute our printed publication by direct mail
on  a  quarterly  basis.  After  producing  issues of our print publication, the
Helper/Directorzine,  for  two  cities  (Walnut  and  Diamond Bar, 20,000 copies
each),  we  have  determined that an annual publication would be more effective.
Economically,  it  will  provide  significant cost savings as our production and
delivery  costs  will only be incurred annually compared to quarterly.  In terms
of  usefulness,  we  believe that buyers and sellers are more inclined to retain
and  use an annual guide/directory in a book format rather than one that is in a
quarterly magazine format.  Thus, we will publish the Local Internet Guide in an
annual  format  in  2002.

In  determining  the  best  marketing  and  sales  approach  for our local based
products  and services we have reformulated our positioning in the market place,
redefined  the  offered  features, and changed our pricing scheme.  Based on the
expansion  of  our  features  offered,  we  will  increase the base price of our
standard packages from $360-$600 to $1,000 or more per year. We believe that the
new  features  offered  will  substantiate the increase in the base price to our
customers.

Due  to  the delays in integrating our print product along with the delay in our
sales  and marketing efforts, we were set back in 2001 in terms of expanding our
geographical  coverage  into Orange and San Bernardino counties. We believe that
the  resulting refinements in our production, our product and service offerings,
and  sales  strategy will enable the Company to expand its geographical coverage
and  increase  its  sales  revenue  in  2002.

The  Company's  primary revenues for fiscal year 2000 and 2001 were derived from
sales  of  WebAd  Packages  (or  Programs)  and  Internet  presence  for  local
businesses,  government,  schools  and clubs/associations/service organizations.
Beginning  in  the second quarter of 2001 the Company also offered the option of


                                       13
<PAGE>

display  print ads for its local customers. Also beginning in the second quarter
of  2001,  the  Company offered a listing in its quarterly print publication for
all  customers  purchasing WebAd packages.  Due to our change to an annual print
publication,  certain  customers  that  did  not  get  listed  in  a  quarterly
publication  will  be  offered  a  special  upgrade in our annual Local Internet
Guide.  WebAd  sales  and  revenues  are  sold  on annual contracts in which the
Company  will  recognize the related revenue in the statement of operations over
the term of the contract. The annual contracts may be paid with a portion of the
contract  price  being  paid  in  advance  with  the remaining balances due on a
monthly  or  quarterly  basis.  Beginning  in 2001, customers were encouraged to
either  pay  the entire contract price in advance or pay an initial deposit with
the  remaining  balance  due over a three month period.  Revenue associated with
customers  that  did not receive their print ads were not recorded as revenue as
of  December  31,  2001.  The  Company  has  recorded  the  amounts  received of
approximately  $132,000  related  to  these print ads as deferred revenue in the
Company's  balance  sheet  at  December  31,  2001.

Discounts may be offered for larger contracts. The large contracts are comprised
of  other  offerings  in addition to WebAds, such as additional promotion on the
Company's  web  site,  electronic  surveys,  cross-promotion literature, special
feature  profiles,  co-sponsorships of special community events. The Company may
also trade for certain types of cross promotions and sponsorships. In accordance
with  EITF  99-17,  these non-cash transactions are not recorded as sales as the
value  of the services rendered to the customers cannot be objectively verified.

During  fiscal year 2000 the Company's focus was on expanding its showcase city,
Walnut,  to  an  additional  12 cities and four chambers of commerce. Concurrent
with  this  effort  in  2000  was  an  aggressive  build-out  of  our  internal
infrastructure:  expanding  our hardware and software capabilities to handle the
increased  traffic,  increasing our staff in each of our departments to process,
track  and  service our expanded customer base, focusing our ability to sell and
organize  content  in  multiple  languages  (English,  Spanish  and Chinese) and
designing,  developing  and  implementing  our  print  component  the
Helper/Directorzine  local  community  guide. In addition, the Company increased
expenditures  to  expand  its  sales  staff  and  customer  service  staff  in
anticipation of a major sales and marketing push anchored with the launch of the
Helper/Directorzine,  our  quarterly publication, in the second quarter of 2001.

The  Company also hired additional senior management personnel for the sales and
technical  staff.  In  fiscal  year  2001  the Company expanded its sales on the
basis  of  offering  online  and  print  services.  However, due to the need for
additional  financing  and  the  limitations  on  capital  financing  during the
Company's  Form  SB-2  registration process, the Company curtailed its operation
significantly  by reducing its staff and operations in the last quarter of 2001.
Management  intends  to  expand its operations in 2002 through capital financing
from  the  proceeds  of  the  Company's  public  offering  of  4,000,000  shares
registered  under its Form SB-2 registration statement which became effective on
February  14,  2002.

The  Company,  depending  on  the  extent  of  its future growth, may experience
significant  strain  on  its  management, personnel and information systems. The
Company will need to implement and improve operational, financial and management
information  systems.  In  addition, the Company is implementing new information
systems  that will provide better record keeping, order processing for tracking,
managing  and  controlling  Internet  and/or  print orders, customer service and
billing.  However,  there  can  be  no  assurance  that the Company's management
resources  or information systems will be sufficient to manage any future growth
in  the  Company's  business,  and  the  failure  to do so could have a material
adverse  effect  on  the Company's business, results of operations and financial
condition.

RESULTS  OF  OPERATIONS  OF  THE  COMPANY

Fiscal  Year  Ended December 31, 2000 Compared to Fiscal Year Ended December 31,
2001

Revenues  --  Sales  revenues  from operations totaled $128,910 and $170,400 for
December  2000  and  December  2001,  respectively.  Revenues are generated from
three  primary  sources:  WebAds,  print  ads  and web site development. For the
periods ending December 2001 and 2000: WebAd revenues were $118,279 and $99,019,
web  site  development  $35,695  and  $12,849,  print  $13,500  and $0 and other
services  were  $2,926 and $17,042 respectively. Other services include web site
hosting  and  graphic  design  services. Print ad revenues were not generated in
December  2000  but  were generated in the third quarter of 2001. WebAd revenue,
basic web packages (and print listing), increased for the period ending December
2001  compared  to  2000 due to an increase in new customers and expanded sales.
Web  Design  revenue,  full  custom website development, increased in the period
ending  December 2001 compared to 2000 due to an increase in the number of sites
created  for  customers.  Print  revenue,  print  ads(other than the basic print
listing)  increased in 2001 compared to 2000 as the first issue of the quarterly
Helper/Directorzine  was issued in third quarter 2001. Other income increased in
2001  compared  to  2000  due to a special one time promotional project in 2000.
Net  Loss  from  Operations  --  Net loss from operations totaled $1,137,786 and
$1,668,516  for  December  2000  and  December  2001, respectively. During 2000,
operating  expenses  grew  as  a  result  of  the  expansion  of  our  internal
infrastructure,  including  facilities and staffing to enhance our web site, the
development  of  the quarterly Helper/Directorzine print product and the scaling
of  the  operation  to  handle increasing number of customers as a result of our
expanded  coverage  area. Higher expenses were incurred for the hiring of senior
executives.  During  2001,  operational  expenses grew significantly, because of
expanded  staffing  in  anticipation  of  increased sales due to addition of our
print  product  line,  however this operational increase was not offset by sales


                                       14
<PAGE>

increase  as expected as a result of changes in print strategy from quarterly to
annual  and also due to the abrupt curtailment of operations in the last quarter
of the year due to financial constraints related to our securities registration.

Net  Loss  per  share  ---  Due  to the reasons stated above, net loss per share
increased  to  $0.08  for  fiscal 2001 as compared to $0.07 per share for fiscal
2000.

Assets  -  Assets  totaled  $  1,758,491 as of December 31, 2000. Assets totaled
$247,444 as of December 31, 2001.  Cash in 2001 was reduced significantly due to
the  expanded operations and the introduction of the print publication.  Account
receivables  in  2001  were  significantly  reduced  due  to  the  change from a
quarterly  print  publication  to  an annual print publication which resulted in
customer  accounts that did not receive their print listing and were deferred to
2002.

Current  Liabilities  -- Current liabilities totaled $205,446 as of December 31,
2000. Current liabilities totaled $387,622 as of December 31, 2001. The increase
was  due to on-going operating expenses without the offsetting sales as a result
of  curtailment  of  operations  in  the  last  quarter  of  year 2001.  Current
liabilities  in  2001  increased substantially as the Company continued to incur
operation  expenses even though revenue from sales were curtailed substantially.
Additionally, $131,924 in revenue was deferred to 2002, as the services were not
delivered  in  2001  as  anticipated.  The  Company  also  received  loans  from
stockholders,  therefore  increasing  its  liabilities  in  2001.

Stockholders' Equity (Deficit) -- Stockholders deficit increased to ($1,157,278)
as  of  December  31,  2001  compared to the stockholders' equity of $535,945 in
2000.  This  increase  is primarily attributable to the current year net loss of
$1,646,773.

Liquidity  and  Capital  Resources

As  of  December  31,  2001 the Company had $170,400 in revenues and $247,444 in
assets.  The  Company  incurred  a net loss of $1,646,773 during the fiscal year
ended  December  31,  2001,  compared  to  $1,124,628  for the fiscal year ended
December  31,  2000.

During  fiscal  2001,  the  Company  filed a Form SB-2 registration statement to
register  the  Company's  rescission  offer  and  its  public  offering  to sell
$4,000,000 shares of stock at $1.00 which was declared effective on February 14,
2002.  Management  intends  to use proceeds from the public offering to fund its
rescission  offer,  repay  its short and long liabilities and expand its base of
operations.  There  can  be no assurance, however, that the Company will be able
to  raise  sufficient  capital  to  repay  shareholders who decide to accept the
Company's  rescission  offer.  At  this  point,  the Company cannot quantify the
dollar  amount  of  the  rescission  shares  that  will  be  accepted.

We  intend  to  fund  operations  through  additional  debt and equity financial
arrangements  which  management  believes  will  not  be  sufficient to fund our
capital  expenditures,  working capital requirements and other cash requirements
through  December  31,  2002. We may not be able to obtain sufficient additional
funds  when  needed, or if available, on terms satisfactory to the Company. This
would  materially  adversely  affect  the  Company's  result  of  operations.

In  addition,  the  Company's  outstanding  rescission  offering  may  have  a
significant  impact  on the Company's operations as it cannot be anticipated how
much  of  the Company's previously sold stock may be offered for redemption. The
cost  to redeem the stock and the estimated accrued interest that is required to
be paid as a result of the redemption will have a material adverse effect on the
Company's  results  of  operations,  if  the  Company  is  unable to raise money
concurrent  with  its  plans  to  conduct  the  rescission  offering.


                                       15
<PAGE>

Additionally, a slower than expected rate of acceptance of the Company's planned
services, when available to customers, or lower than expected revenues generated
from  the Company's products and services, would materially adversely affect the
Company's  liquidity.  The  Company  would  need  additional capital sooner than
presently  anticipated.  The Company has no commitment for additional financing,
and  there  can  be  no  assurances  that any such additional financing would be
available  in a timely manner, or, if available, would be on terms acceptable to
the  Company.  Furthermore, any additional equity financing could be dilutive to
our  existing  shareholders  and  any  debt  financing could involve restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.

As a result of all of the above factors, the Company's auditors included a going
concern paragraph in their auditors' report as of December 31, 2001. At December
31,  2001,  we  have  approximately  $247,444  in  current  assets  and  limited
liquidity.  In  order  to  conserve our cash and maintain current operations, we
laid off a majority of our workforce in November 2001. Additionally, we may have
incurred liabilities for past due payments on recurring operating expenses, such
as rent and our payroll taxes.  We intend on using a portion of the funds raised
in  this  Offering  to meet these liabilities and to rehire a significant number
our  employees.  Failure  to  satisfactorily  address  these  liabilities  may
substantially  harm  our  business,  hinder  the  development  of  our  business
prospects,  and  force  us  to  curtail  our  operations  entirely.

Cash  Used  in  Operations,  Investing  and  Financing

Cash  flows  from  operating  activities - net cash used in operating activities
totaled  $748,322  and  $1,222.055  for December 2000 and December 2001.  During
2001, cash used in operations grew substantially because of increase staffing to
meet  the  needs  of  organizing, implementing, creating and producing the print
publications.  Additional  amounts  were  also  spent  in  staffing  additional
personnel  to  support  and  sell  the  print.

Cash  flows  from  investing  activities  -  net  cash from investing activities
totaled  $159,548 and $220,064 for December 2000 and December 2001. During 2001,
purchases for equipment increased because of investments in specialized software
and  equipment  to  produce  our  print  publication.  In  addition, the Company
invested  in  supplying  the  sales force with laptop computers to improve their
productivity. During 2001, website development costs increased due to additional
costs  associated  with  the  Company's  integration  of  its  website and print
content.

Cash  flows from financing activities - Net cash (used in) provided by financing
activities  totaled $2,339,284 and ($9,100) for December 2000 and December 2001.
During  2001,  no  additional  funds  were  raised.

Expected  Capital  Expenditures,  Short  Term and Long Term Capital Requirements
The  Company  expects  to re-establish and expand its operation from its reduced
levels in late 2001 as it raises its anticipated investment capital.  Short term
the  Company  will  use funds to revamp its products and services to address the
change  from  a quarterly to annual print product.  As the Company completes its
product  and service transition, the Company will focus on expanding its current
customer  and  geographical  base  outside  of San Gabriel Valley in Los Angeles
County.  Short  term the Company will also focus on developing its marketing and
sales  presence in these other areas. Thus, capital investments will be required
in  terms  of establishing physical presence via branch offices and establishing
communication networks and work processes to facilitate customer acquisition and
support.  Investments  will be required to be made in the expansion of personnel
and the organization. The current challenges short term and long term will be to
manage  effectively  the  growth  of the organization, i.e. hiring, training and
retention  of  the  required  qualified  managers  and  personnel.  Short  term,
introducing  scalability  will  require  further  investments  in  systems  and
technology  for  information management.  It is anticipated that there will be a
need  in  the near term to upgrade our current accounting systems to address any
accelerated  growth  in  customers.

Other  factors  affecting  operations

Other  concerns  that  may  negatively  impact the Company's business operations
include: the substantial rise of gasoline prices and its effect that it may have
on our cost of sales; any taxation that may be imposed on the Internet such as a
surcharge  on  email;  privacy legislation that may create unforeseen impacts on
how  we operate or provide our services; terrorist acts such as an anthrax scare
or September 11 event that may have an impact on the rate of customer growth and


                                       16
<PAGE>

size  of  contract  renewals;  and  reductions in state and federal fundings and
budgets  that  may  adversely  impact  our  future  government  revenues.

Other  possible  factors  that may adversely affect the business may include the
severity  of  the economic recession as this could significantly delay or extend
the  signing  of  potential  contracts  and  orders for additional services. The
current energy crisis may also significantly impact the frequency and the amount
of  usage  of  the  Internet  by consumers and businesses. The increased cost of
paper  and cost of distribution of our annual directory may substantially change
the  projected economics of the annual print publication to be introduced by the
Company  in  2002  which  could  also  adversely  affect  our potential revenue.

ITEM  7.   FINANCIAL  STATEMENTS

The  financial  statements  which  are  required to be filed under this item are
presented  under Item 13. Exhibits, Financial Statement Schedules and Reports on
Form  10-KSB  in  this  document.

ITEM  8.      CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

Effective March 25, 2002, the Board of Directors of the Company dismissed Corbin
&  Wertz  LLP  ("Corbin  &  Wertz") as its independent auditors and approved the
engagement  of Squar, Milner, Reehl & Williamson, LLP Public Accountants ("Squar
Milner") as its independent auditors for the fiscal year ended December 31, 2001
to  replace Corbin & Wertz.  The decision to change auditors was approved by the
Company's  audit  committee as well as the full Board of Directors.  The Company
did  not  consult  with  Squar  Milner  on any matters prior to their retention.

The  reports  of  Corbin  &  Wertz on the Company's financial statements for the
fiscal  years  ended  December 31, 2000, and 1999, and the related statements of
operations, stockholders' equity and cash flows for the two years then ended did
not  contain an adverse opinion or a disclaimer of opinion and was not qualified
or  modified as to uncertainty, audit scope, or accounting principles, except as
relating  to  the  Company's  ability  to  continue  as  a  going  concern.

Since  the date of Corbin & Wertz's engagement and during the most recent fiscal
year  and any subsequent interim period, there were no disagreements with Corbin
&  Wertz  on  any  matters  of  accounting  principles  or  practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the  satisfaction  of  Corbin  &  Wertz would have caused Corbin & Wertz to make
reference  to  the  matter  in  their  report.


                                       17
<PAGE>
                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

The  following  table sets forth the names and ages of the current directors and
executive  officers of the Company, the principal offices and positions with the
Company  held  by  each  person  and  the  date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually by the Board of Directors.  The directors serve one year terms
until  their  successors are elected.  The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
David  Wong  and  Traci  Wong are husband and wife.  There was no arrangement or
understanding  between  any  executive  officer and any other person pursuant to
which  any  person  was  selected  as  an  executive  officer.

The  directors  and  executive  officers  of  the  Company  are  as  follows:

Name                         Age    Positions

David  Wong                  51     President,  Chairman  of  the  Board  of
                                    Directors,  Director

Traci  Wong                  39     Senior  Vice-President,  Secretary,
                                    Treasurer,  Director

     DAVID  WONG,  PRESIDENT,  CHAIRMAN OF THE BOARD OF DIRECTORS.  Prior to his
position  with  the  Company,  Mr.  Wong  was  the Chief Executive Officer and a
founder  of  CCC  Development  Company,  a  joint  venture  with CCC Information
Services  from  September  1989  to  September  1992.  CCC  Development  Company
provided  automated  estimation  systems  to  the insurance and collision repair
industry.  From  January  1982  to  September 1989, Mr. Wong served as the Chief
Executive  Officer and a founder of UCOP Inc., a supplier of automation software
for  the  auto  collision  industry.  Before his position at UCOP Inc., Mr. Wong
gained  experience  by  holding  positions  in managing real estate investments,
manufacturing  and engineering.   Mr. Wong earned his BS in Engineering from the
University  of  Southern  California.  He is also a former Licensed Professional
Civil  Engineer.

     TRACI  WONG, SENIOR VICE-PRESIDENT, SECRETARY, TREASURER AND DIRECTOR.  Ms.
Wong's  primary focus with the Company is overseeing the daily operations of the
Company.  Prior  to  joining  the  Company,  Ms.  Wong's background includes her
experience as founder and President of FUN-E-GUY Gourmet Fortune Cookies, a food
products  manufacturer,  from  January, 1995 to December, 1997.   Prior to that,
Ms. Wong was responsible for implementing and administering automated collection
systems  for  the  Washington State Department of Social and Health Services for
nine  years.  Ms.  Wong also contributes her experience as a photographer to the
Company.

ITEM  10.  EXECUTIVE  COMPENSATION

Executive  officers of the Company did not receive salary compensation for their
services  for  1999 and 2000.  In 2001, the Board of Directors approved salaries
of  $70,000  and  $60,000  for  David  Wong  and Traci Wong respectively.  Since
September  1,  2001  David Wong and Traci Wong have deferred their salaries.  In
2001  the  actual  salary  drawn by David Wong and Traci Wong was $43,525.68 and
$37,307.67  respectively.  No  other  annual compensation was received by either
David  Wong  or  Traci  Wong  in  2001.

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered  in  all  capacities  for the fiscal years ended December 31,
2001,  2000,  and  1999.  Other than as set forth herein, no executive officer's
salary  and  bonus  exceeded  $100,000  in  any  of  the  applicable years.  The
following  information includes the dollar value of base salaries, bonus awards,
the  number  of  stock  options  granted and certain other compensation, if any,
whether  paid  or  deferred.


                                       18
<PAGE>

                                       SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                             Long Term Compensation
                                                                         -----------------------------
                                   Annual Compensation                    Awards               Payouts
                                  -------------------                    ------------------------------

                                                               Restricted   Securities
Name and                                        Other Annual      Stock     Underlying     LTIP      All  Other
Principal                                       Compensation     Awards       Options    Payouts      Compensation
Position           Year  Salary ($)   Bonus ($)       ($)            ($)       SAR's (#)     ($)          ($)
-----------        ----  -----------  ---------  --------------  -----------  -----------  --------  -------------
<S>                <C>   <C>          <C>        <C>             <C>          <C>          <C>       <C>

David Wong
(President,         1999    -0-         -0-        8,992 (1)        -0-         -0-          -0-        -0-
 CEO)               2000    -0-         -0-       18,861 (1)        -0-         -0-          -0-        -0-
                    2001   70,000(2)    -0-          -0-            -0-         -0-          -0-        -0-
------------------------------------------------------------------------------------------------------------------
Traci Wong
(Sr. Vice Pres.,
Secretary,          1999    -0-         -0-        8,992 (1)        -0-         -0-          -0-        -0-
Treasurer)          2000    -0-         -0-       18,861 (1)        -0-         -0-          -0-        -0-
                    2001   60,000(2)    -0-          -0-            -0-         -0-          -0-        -0-
------------------------------------------------------------------------------------------------------------------
(1) For fiscal 1999 and  2000,  David  Wong and Traci Wong were not full-time employees of the Company and did not
receive salaries; however,  professional fees  were  paid to David Wong and Traci Wong in the amounts shown above.
(2)As of January 2001, the Company's Board of Directors approved annual salaries of  $70,000  and $60,000 to David
Wong and Traci Wong, respectively, however, as of  December  31, 2001, only $43,526 and $37,307 respectively, have
been paid to each  executive.
</TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>

                          NUMBER OF       PERCENT OF TOTAL
                          SECURITIES        OPTIONS/SAR'S
                          UNDERLYING    GRANTED TO EMPLOYEES   EXERCISE OF
                        OPTIONS/SAR'S       IN YEAR ENDED       BASE PRICE
NAME                     GRANTED (#)      DECEMBER 31, 2000       ($/SH)     EXPIRATION DATE
----------------------  --------------  ---------------------  ------------  ---------------
<S>                     <C>             <C>                    <C>           <C>

David Wong              -0-              -0-                    -0-           -0-
--------------------------------------------------------------------------------------------
Traci Wong              -0-              -0-                    -0-           -0-
--------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                            AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       AND FY-END OPTION/SAR VALUES


                                                      NUMBER OF UNEXERCISED    VALUE OF UNEXERCISABLE IN-
                           SHARES                     SECURITIES UNDERLYING      THE-MONEY OPTIONS/SAR'S
                        ACQUIRED ON      VALUE       OPTIONS/SAR'S AT FY-END          AT FY-END ($)
NAME                    EXERCISE (#)  REALIZED ($)  EXERCISABLE/UNEXERSISABLE   EXERCISABLE/UNEXERCISABLE
----------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>           <C>                        <C>

David Wong                 -0-           -0-                  -0-                         -0-
----------------------------------------------------------------------------------------------------------
Traci Wong                 -0-           -0-                  -0-                         -0-
----------------------------------------------------------------------------------------------------------
</TABLE>


                                       19
<PAGE>

Compensation  of  Directors

     For  the  fiscal  year  ended  December  31, 2001, Directors of the Company
received  no  compensation  for  their  services.

Employment  Agreements

     From  December  1998  to June 2001, the Company and its predecessor entered
into  employment  agreements  with  various employees.  In connection with these
agreements,  the  Company agreed to issue units (subsequently changed to shares)
to  these  employees  upon  their  continued employment.  Under the terms of the
agreements,  shares  vested over 3 years, with 1/3 of the units vesting upon the
first  anniversary  of  the  granting of the units, and the remaining 2/3 of the
units  vesting  monthly over the succeeding 24 months.  The total commitment was
624,500  shares  and  273,000  shares  for  fiscal  2000 and 1999, respectively.
These  units  had  a  total value of $474,500 and $69,750 during fiscal 2000 and
1999,  respectively.   At  June  24,  2001, the total number of shares issued or
committed  pursuant  to  such  employment  agreements  (including 191,500 shares
related  to  employment  agreements  entered  into  during  fiscal 2001) totaled
499,500  shares,  excluding  589,500  shares  cancelled  due  to  termination or
resignation  of employees.  Effective as of June 25, 2001, 494,500 of the shares
issued and to be issued to such employees under their employment agreements were
cancelled  pursuant  to  Exchange Agreements, see Exhibit 10.3 attached, entered
into  between  the  Company and such employees, wherein equity consideration was
issued  to  such  employees  in  another  format.

2001  Employee  Stock  Option  Plan

     Effective  June 25, 2001, the Company's Board of Directors and shareholders
approved  the 2001 Employee Stock Option Plan of HelpCity, Inc.  Under the terms
of  the  Option Plan, the Board of Directors appointed a Committee which has the
sole authority to determine which of the eligible persons shall receive options,
the  number  of shares which may be issued upon exercise of an option, and other
terms and conditions of the options granted under the Plan to the extent they do
not  conflict  with  the terms of the Plan.  An aggregate of 3,000,000 shares of
common  stock  are reserved for issuance under the Plan.  The exercise price for
all options granted under the Plan shall be 100% of the fair market value of the
Company's  common stock on the date of grant, unless the recipient is the holder
of  more than 10% of the already outstanding securities of the Company, in which
case  the exercise price shall be 110% of the fair market value of the Company's
common  stock  on  the  date  of  grant.

     On June 25, 2001, the Company's Board of Directors granted, pursuant to the
Option  Plan, an aggregate of 494,500 Incentive Stock Options (as defined by the
Plan),  exercisable  at  $0.39  per  share  (100%  the  fair market value of the
Company's Common Stock on the date of grant) to certain employees of the Company
in  accordance with the Exchange Agreements entered into between the Company and
certain  employees.  See  "Employment  Agreements."


                                       20
<PAGE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table sets forth, as of March 31, 2002, certain information with
respect  to  the  Company's equity securities owned of record or beneficially by
(i)  each  Officer  and  Director  of  the  Company;  (ii)  each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>

                                         Amount and
                                          Nature of
                    Name and Address of  Beneficial      Percent of
 Title of Class     Beneficial Owner     Ownership(1)      Class
 --------------     ----------------     ---------       ----------


<S>               <C>                    <C>             <C>
Common stock      David and Traci Wong    9,857,298       49.1%
                  237 W. Bonita Avenue
                  Suite F
                  San Dimas, CA 91773

Common stock      Linda Edwards           5,159,261       25.7%
                  8505 Blind Pass Drive
                  Treasure Island,
                  FL, 33706

All Officers and
Directors as a Group
(2 persons)                               9,857,298       49.1%
                                        ===========       =====
</TABLE>

(1)    Beneficial ownership is determined in accordance with the rules of the
       Securities and Exchange Commission and generally includes voting or
       investment power with respect to securities. Shares of Common Stock
       subject to options and warrants currently exercisable or convertible, or
       exercisable or convertible within 60 days.

The  Company  believes  that  the  beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


     In  January  1999,  the Company's predecessor, Helpcity.com, LLC, issued to
three  of  its founders, 11,789,250 units in consideration for their services in
starting  up  the Company.  Later, two of the founders returned 477,852 units to
allow  the  Company  to  issue  additional  units  to  other investors and third
parties.

     From  January  1999  through  March  2000,  the  Company's  predecessor,
Helpcity.com,  LLC,  issued  4,206,384  membership  interests  for approximately
$1,112,000  in cash to approximately 101 investors.  Of the 4,206,384 membership
interests  issued,  359,100 membership interests were repurchased in fiscal 2000
and  2001  for  approximately $84,400 by the Company as settlement of threatened
litigation.  The  remaining  3,847,284  membership interests outstanding may not
have  been  exempt  under Section 4(2) of the Securities Act of 1933 and are the


                                       21
<PAGE>

subject  of  the  Company's  Rescission  Offer  being  registered  herein.  No
commissions  were  paid.

     From  September  through  December  1999,  the  Company's  predecessor,
Helpcity.com,  LLC  issued  4,200  membership interests to two of its membership
interest  holders  in  lieu of interest payments owed to the membership interest
holders  valued  at  approximately  $1,400.  The  issuances  were  isolated
transactions  not  involving  a  public  offering  and  exempt from registration
pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     From  November  1999  through  December  1999,  the  Company's predecessor,
Helpcity.com,  LLC,  issued  20,850 membership interests to two of its employees
for  services  rendered  valued  at  approximately  $3,475.  The  issuances were
isolated  transactions  not  involving  a  public  offering  and  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     From  January  2000  to  December  2000,  the  Company's  predecessor,
Helpcity.com,  LLC,  issued 49,034 membership interests to four of its employees
for  services  rendered  valued  at  approximately  $13,009.  The issuances were
isolated  transactions  not  involving  a  public  offering  and  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     In February 2000, the Company's predecessor, Helpcity.com, LLC issued 3,600
membership  interests  to  two  of  its  membership  interest holders in lieu of
interest  payments  owed  to  the  membership  interest  holders  valued  at
approximately  $1,200.  The issuances were isolated transactions not involving a
public  offering  and  exempt  from registration pursuant to Section 4(2) of the
Securities  Act  of  1933.

     During  fiscal  2000,  the Company redeemed 854,100 units from its founders
for  $284,700.  A  portion  of this redemption amount of $77,384 was advanced to
the  founders during fiscal 1999 and the remaining amount was paid during fiscal
2000.

     The above referenced agreements were not necessarily negotiated or executed
in  an  arms-length  transaction,  and  were  not  approved  by  independent
disinterested  directors  as  the  Company  lacked independent and disinterested
directors  at the time the transactions were effected.  Moreover, because of the
relationships  described  herein,  conflicts  of interest may arise from time to
time  regarding  these  relationships  and allocation of and payment of proceeds
from  this  Offering.  Please  note however, that all future material affiliated
transactions  and  loans  will be on terms no less favorable to the Company than
those  that can be obtained from unaffiliated third parties and immediately upon
the  Company's  appointment  of  independent  and disinterested directors to the
Board  of  Directors,  such  transactions  must be approved by a majority of the
Company's  independent  and  disinterested  directors.
Other  Transactions

     From  January  1999  through  December  1999,  the  Company's  predecessor,
Helpcity.com, LLC issued 331,071 membership interests to unrelated third parties
for consulting services rendered valued at approximately $64,690.  The issuances
were  isolated  transactions  not  involving  a  public offering and exempt from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act of 1933.  No
commissions  were  paid.

     The  Company  purchased computer equipment totaling $37,496 and $38,108 for
the years ended December 31, 2000 and 1999, respectively, from Twin Leaf Inc., a
minority  shareholder  ("Twin  Leaf").  The  Company had an outstanding accounts
payable  of  approximately  $5,600  to  Twin  Leaf as of December 31, 2000; this
liability  was  written off since Twin Leaf went out of business during 2000 and
the  whereabouts  of  the  principals  are  unknown.

     From  March  2000  through  October  2000,  the  Company's  predecessor,
Helpcity.com, LLC, issued 185,716 membership interests for approximately $72,386
to unrelated third parties for consulting services rendered.  The issuances were
isolated  transactions  not  involving  a  public  offering  and  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act of 1933.  No
commissions  were  paid.

     In  October  2000,  the  Company's  predecessor,  HelpCity.com, LLC, issued
5,159,261  membership  interests  for  $2,000,000  in  cash  to  one  accredited
investor.  The  issuance  was  an  isolated  transaction  not involving a public
offering and exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933.  No  commissions  were  paid.


                                       22
<PAGE>

     From  October  through  December  2000,  the  Company's  predecessor,
Helpcity.com,  LLC,  issued  an  aggregate of 70,000 membership interests to the
Company's  legal counsel, in consideration for legal services rendered valued at
approximately $70,000.  The issuances were isolated transactions not involving a
public  offering  and  exempt  from registration pursuant to Section 4(2) of the
Securities  Act  of  1933.

     Effective  December  31,  2000, the Company issued 20,382,414 shares of its
restricted  common  stock  in  exchange  for  all  of the outstanding membership
interests  of  HelpCity.com,  LLC,  a  California Limited Liability Company in a
business  combination described as a "reorganization."  For accounting purposes,
the  reorganization  has been treated as the reorganization of HelpCity.com, LLC
into  the  Company.  As  part  of  the  reorganization,  the  Company became the
surviving entity.  Immediately prior to the reorganization, the Company had zero
shares  of  common  stock  outstanding.  As  part  of  the  reorganization  with
HelpCity.com,  LLC,  the Company issued 20,382,414 shares of its common stock to
the  membership interest holders of HelpCity.com, LLC in exchange for 20,382,414
membership  interests  of  HelpCity.com,  LLC.  The  issuances did not involve a
public  offering  and  were  exempt  under Section 4(2) of the Securities Act of
1933.

     From  December  1998  to June 2001, the Company and its predecessor entered
into  employment  agreements  with  various employees.  In connection with these
agreements,  the  Company agreed to issue units (subsequently changed to shares)
to  these  employees  upon their continued employment.  The total commitment was
624,500 shares and 273,000 shares for fiscal 2000 and 1999, respectively, with a
total  value  of $474,500 and $69,750 during fiscal 2000 and 1999, respectively.
At  June  24,  2001,  the total number of shares issued or committed pursuant to
such  employment  agreements  (including  191,500  shares  related to employment
agreements  entered  into  during fiscal 2001) totaled 499,500 shares, excluding
589,500  shares  cancelled  due  to  termination  or  resignation  of employees.
Effective  as of June 25, 2001, 494,500 of the shares issued and to be issued to
such  employees  under  their  employment  agreements were cancelled pursuant to
Exchange  Agreements  (see  below).

     On June 25, 2001, the Company's Board of Directors granted, pursuant to its
Employee  Stock Option Plan, an aggregate of 494,500 Incentive Stock Options (as
defined by the Plan), exercisable at $0.39 per share (100% the fair market value
of  the Company's Common Stock on the date of grant) to certain employees of the
Company  in  accordance  with  the  Exchange Agreements entered into between the
Company  and certain employees.  The issuances did not involve a public offering
and  were  exempt  under  Section  4(2)  of  the  Securities  Act  of  1933.


     From  October  2001  through December 2001, the Company borrowed funds from
its  majority  stockholders  for  working  capital  purposes  under  unsecured
non-interest  bearing  notes  payable.  The  Company had principal borrowings of
$72,000  from  these stockholders and made principal repayments of $33,000.  The
notes  require  no  monthly  payments  and  are  due on demand.  The outstanding
balance  on  these  notes  totaled  $39,000  at  December  31,  2001.


                                       23
<PAGE>

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

INDEX  TO  FINANCIAL  STATEMENTS

Report  of  Independent  Auditors                            F-1

Balance  sheet  at  December  31,  2001                      F-3

Statements  of  operations  for  the  years  ended
December  31,  2001  and  2000                               F-4

Statements  of  stockholders'  equity  (deficit)  for
the  years  ended December  31,  2001  and  2000             F-5

Statements  of  cash  flows  for  the  years  ended
December  31,  2001  and  2000                               F-6

Notes  to  financial  statements                             F-7

All other schedules are omitted as the required information is not present or is
not  present  in  amounts  sufficient  to require submission of the schedule, or
because  the  information  required  is  included in the financial statements or
notes  thereto.

INDEX  TO  EXHIBITS

The Company undertakes to furnish to any shareholder so requesting a copy of any
of  the  following  exhibits upon payment to the Company of the reasonable costs
incurred  by  the  Company  in  furnishing  any  such  exhibit.

EXHIBIT  NO.          DESCRIPTION

     *2               Reorganization  Agreement  dated  December  31,  2000
     *3.1             Articles  of  Incorporation  of  HelpCity,  Inc.,  filed
                      August  8,  2000
     *3.2             Bylaws  of  the  Company
     *3.3             First  Amendment  to  Bylaws  of  the  Company
     *10.1            Lease  Agreements
     *10.2            2001  Employee  Stock  Option  Plan  of  HelpCity, Inc.
     *10.3            Exchange  Agreement

------------------------------
*  Previously  filed

REPORTS  ON  FORM  8-K

None.


                                       24
<PAGE>


                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.


Dated:  April  15,  2002

                                 HELPCITY, INC.
                                  (Registrant)

By:  /s/ David Wong
     DAVID  WONG
     President,  Chairman  of  the  Board  of  Directors,  and  Director


By:  /s/ Traci Wong
     TRACI  WONG
     Vice  President,  Secretary  and  Treasurer


Pursuant to requirements of the Securities Exchange Act of 1934, this report has
been  signed  below  by the following persons on behalf of the registrant and in
the  capacities  and  on  the  dates  indicated:

     Signature            Capacity                                Date


By:  /s/ David Wong       Chairman  of the Board of Directors     April 15, 2002
     DAVID  WONG          and  Director


By:  /s/ David Wong
     TRACI  WONG          Director                                April 15, 2002


                                       25
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors
HelpCity,  Inc.

We  have  audited  the  accompanying  balance  sheet  of  HelpCity,  Inc.  (the
"Company"),  as  of December 31, 2001, and the related statements of operations,
stockholders'  equity  (deficit)  and cash flows for the year then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of HelpCity, Inc. as of December
31, 2001, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern. As discussed in Note 1, the Company
has  negative working capital of $361,226, a stockholders' deficit of $1,157,278
at  December 31, 2001, losses from operations through December 31, 2001, lack of
operational  history,  negative  cash  flows  from  operations  and a rescission
offering  to  some  of  its  stockholders.  These  factors,  among others, raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  in  regard  to  these  matters are described in Note 1. The
financial  statements  do  not  include any adjustments that may result from the
outcome  of  this  uncertainty.




/s/ Squar Milner Reehl & Williamson, LLP
April  2,  2002
Newport  Beach,  California

                                      F-1
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors
HelpCity,  Inc.


We  have  audited the accompanying statement of operations, stockholders' equity
(deficit)  and  cash  flows of HelpCity, Inc. (the "Company") for the year ended
December  31,  2000.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  results of operations and cash flows of HelpCity,
Inc.  for  the  year  ended  December  31,  2000  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.



                                        /s/ CORBIN  &  WERTZ

Irvine,  California
March  5,  2001


                                      F-2
<PAGE>

                                 HELPCITY, INC.
                      (FORMERLY KNOWN AS HELPCITY.COM, LLC)
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
ASSETS                                                                    2001
                                                                     --------------
<S>                                                                  <C>
CURRENT ASSETS
  Cash                                                               $       2,775
  Accounts receivable                                                        7,896
  Prepaid expenses and other current assets                                 15,725
                                                                     --------------
    Total current assets                                                    26,396

PROPERTY AND EQUIPMENT, NET                                                160,110

CAPITALIZED WEB SITE DEVELOPMENT COSTS, NET                                 60,938
                                                                     --------------

                                                                     $     247,444
                                                                     ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                           $     216,698
  Deferred revenues                                                        131,924
  Notes payable to related parties                                          39,000
                                                                     --------------
    Total current liabilities                                              387,622
                                                                     --------------

COMMITMENTS AND CONTINGENCIES

COMMON STOCK SUBJECT TO RESCISSION, $0.001 PAR VALUE;
  3,847,284 SHARES ISSUED AND OUTSTANDING (INCLUDING PAR VALUE
  OF $3,847)                                                             1,017,100

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.001 par value, 20,000,000 shares authorized,
    0 shares issued and outstanding                                              -
  Common stock, par value of $0.001, 100,000,000 shares
    authorized; 16,205,596 shares issued and outstanding                    16,206
  Additional paid in capital                                             2,223,404
  Accumulated deficit                                                   (3,396,888)
                                                                     --------------
    Total Stockholders' Equity (Deficit)                                (1,157,278)
                                                                     --------------

                                                                     $     247,444
                                                                     ==============

See independent auditors' reports and accompanying notes to these financial statements.

</TABLE>

                                      F-3
<PAGE>

                                 HELPCITY, INC.
                      (FORMERLY KNOWN AS HELPCITY.COM, LLC)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                              2001          2000
                                          ------------  ------------
<S>                                       <C>           <C>
SALES REVENUES                            $   170,400   $   128,910

OPERATING EXPENSES                          1,838,916     1,266,696
                                          ------------  ------------

LOSS FROM OPERATIONS                       (1,668,516)   (1,137,786)
                                          ------------  ------------

OTHER INCOME (EXPENSE)
Interest income                                26,151        17,739
Interest expense                               (3,608)       (9,572)
Other                                               -         5,791
                                          ------------  ------------
  Total other income (expense)                 22,543        13,958
                                          ------------  ------------

INCOME BEFORE INCOME TAXES                 (1,645,973)   (1,123,828)

INCOME TAXES                                      800           800
                                          ------------  ------------

NET LOSS                                  $(1,646,773)  $(1,124,628)
                                          ============  ============


BASIC AND DILUTED NET LOSS AVAILABLE TO
  COMMON STOCKHOLDERS PER SHARE           $     (0.08)  $     (0.07)
                                          ============  ============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                       20,156,697    15,975,213
                                          ============  ============




See independent auditors' reports and accompanying notes to these financial statements.

</TABLE>

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                                    HELPCITY, INC.
                                        (FORMERLY KNOWN AS HELPCITY.COM, LLC)
                                    STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                          FOR EACH OF THE YEARS IN THE TWO-YEAR PERIOD ENDED DECEMBER 31, 2001


                                                            MEMBERS' INTEREST                COMMON STOCK           ADDITIONAL
                                                           ------------------               ---------------          PAID IN
                                                        SHARES            AMOUNT         SHARES        AMOUNT        CAPITAL
                                                  ------------------  ---------------  -----------  -------------  ------------
<S>                                               <C>                 <C>              <C>          <C>            <C>
Balance January 1, 2000                                  14,086,569   $      602,065            -   $          -   $         -

Units sold for cash                                       6,946,595        2,579,500            -              -             -

Units issued for third-party services                       255,716          142,386            -              -             -

Units issued for members' accrued interest                    3,600            1,200            -              -             -

Redemption of certain members' interest                    (959,100)         (35,000)           -              -             -

Units issued to employees for services rendered              49,034           13,009            -              -             -

Net loss                                                          -                -            -              -             -
                                                  ------------------  ---------------  -----------  -------------  ------------

Balance before reorganization, December 31, 2000         20,382,414        3,303,160            -              -             -

Reorganization of HelpCity.com, LLC to
  HelpCity, Inc.                                        (20,382,414)      (3,303,160)  20,382,414         20,382     3,282,778

Reclassification of common stock subject to
  rescission                                                      -                -   (3,847,284)        (3,847)   (1,013,253)
                                                  ------------------  ---------------  -----------  -------------  ------------

Balance at December 31, 2000                                      -                -   16,535,130         16,535     2,269,525

Shares redeemed for cash                                          -                -     (264,650)          (264)      (47,836)

Shares converted to options                                       -                -      (69,884)           (70)           70

Shares issued in connection with the Exchange
  Agreement                                                       -                -        5,000              5         1,645

Net loss                                                          -                -            -              -             -
                                                  ------------------  ---------------  -----------  -------------  ------------

Balance at December 31, 2001                                      -   $            -   16,205,596   $     16,206   $ 2,223,404
                                                  ==================  ===============  ===========  =============  ============


                                                                   TOTAL
                                                                STOCKHOLDERS'
                                                   ACCUMULATED     EQUITY
                                                    DEFICIT      (DEFICIT)
                                                  ------------  ------------
<S>                                               <C>           <C>
Balance January 1, 2000                           $  (337,287)  $   264,778

Units sold for cash                                         -     2,579,500

Units issued for third-party services                       -       142,386

Units issued for members' accrued interest                  -         1,200

Redemption of certain members' interest              (288,200)     (323,200)

Units issued to employees for services rendered             -        13,009

Net loss                                           (1,124,628)   (1,124,628)
                                                  ------------  ------------

Balance before reorganization, December 31, 2000   (1,750,115)    1,553,045

Reorganization of HelpCity.com, LLC to
  HelpCity, Inc.                                            -             -

Reclassification of common stock subject to
  rescission                                                -    (1,017,100)
                                                  ------------  ------------

Balance at December 31, 2000                       (1,750,115)      535,945

Shares redeemed for cash                                    -       (48,100)

Shares converted to options                                 -             -

Shares issued in connection with the Exchange
  Agreement                                                 -         1,650

Net loss                                           (1,646,773)   (1,646,773)
                                                  ------------  ------------

Balance at December 31, 2001                      $(3,396,888)  $(1,157,278)
                                                  ============  ============


See independent auditors' reports and accompanying notes to these financial statements.

</TABLE>

                                      F-5
<PAGE>

                                 HELPCITY, INC.
                      (FORMERLY KNOWN AS HELPCITY.COM, LLC)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>



<S>                                                                <C>           <C>
                                                                          2001          2000
                                                                   ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         $(1,646,773)  $(1,124,628)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization                                      198,644       118,108
    Allowance for doubtful accounts                                          -        15,435
    Common stock issued and/or committed for services and accrued
      interest                                                           1,650       156,595
    Changes in operating assets and liabilities:
      Accounts receivable                                               37,194       (47,710)
      Prepaid expenses and other current assets                         44,054       (52,321)
      Accounts payable and accrued liabilities                          53,944       161,392
      Deferred revenue                                                  89,232        24,807
                                                                   ------------  ------------

  Net cash used in operating activities                             (1,222,055)     (748,322)
                                                                   ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                  (99,645)      (75,428)
  Issuance of note receivable                                          (25,000)            -
  Costs incurred for web site development                              (95,419)      (84,120)
                                                                   ------------  ------------

  Net cash used in operating activities                               (220,064)     (159,548)
                                                                   ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the issuance of members' interests                           -     2,579,500
  Proceeds from notes payable to related parties                        72,000             -
  Principal payments on notes payable to related parties               (33,000)            -
  Payments for redemption of common stock                              (48,100)     (240,216)
                                                                   ------------  ------------

  Net cash (used in) provided by financing activities                   (9,100)    2,339,284
                                                                   ------------  ------------

NET (DECREASE) INCREASE IN CASH                                     (1,451,219)    1,431,414

CASH AT BEGINNING OF YEAR                                            1,453,994        22,580
                                                                   ------------  ------------

CASH AT END OF YEAR                                                $     2,775   $ 1,453,994
                                                                   ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
  Cash paid during the year for:
    Interest                                                       $     3,608   $     8,372
                                                                   ============  ============
    Income taxes                                                   $       800   $       800
                                                                   ============  ============
Supplemental  schedule  of  non-cash  investing  activities:

     During  the  year  ended  December 31, 2001, the Company financed through a reduction  of
     notes  receivable,  the purchase  of  fixed  assets  totaling  $25,000.

See acccompanying notes to the consolidated financial statements for additional information
relating to non-cash investing and financing activities during the years ended December 31,
2001 and 2000.



See independent auditors' reports and accompanying notes to these financial statements.

</TABLE>

                                      F-6
<PAGE>



                                                                  HELPCITY, INC.
                                           (FORMERLY KNOWN AS HELPCITY.COM, LLC)

                                                   NOTES TO FINANCIAL STATEMENTS
                                  FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  PRINCIPLES

ORGANIZATION  AND  LINE  OF  BUSINESS

HelpCity,  Inc.  (the "Company") (formerly known as HelpCity.com, LLC), a Nevada
corporation, publishes Internet-based telephone and web address directories, and
operates  and  maintains  an  Internet web site with a local community emphasis.
The  Company  initially started as a general partnership on December 9, 1998 and
the  partnership  was  converted  to  a  California Limited Liability Company on
January  26,  1999.  Effective December 31, 2000, the Company reorganized from a
California  Limited  Liability Company into a Nevada C corporation (See Note 4).
Effective February 14, 2002, the Company has an effective registration statement
with  the  Securities  and  Exchange  Commission,  which was filed on Form SB-2.

GOING  CONCERN

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern, which contemplates, among other things, the
realization  of  assets  and satisfaction of liabilities in the normal course of
business.  The Company has negative working capital of $361,226, a stockholders'
deficit  of  $1,157,278  at  December  31,  2001, losses from operations through
December  31,  2001,  lack  of  operational  history,  negative  cash flows from
operations  and  a rescission offering to some of its stockholders (see Note 8),
among other matters, which raise substantial doubt about its ability to continue
as  a  going  concern.  The Company intends to fund operations through increased
sales  and  debt and equity financing arrangements which management believes may
be insufficient to fund its capital expenditures, working capital and other cash
requirements  for  the  fiscal  year  ending  December 31, 2002.  Therefore, the
Company  will  be  required  to  seek  additional funds to finance its long-term
operations.  The successful outcome of future activities cannot be determined at
this  time  and  there  is  no assurance that if achieved, the Company will have
sufficient  funds  to  execute  its  intended business plan or generate positive
operating  results.

The  financial  statements  do  not  include  any  adjustments  related  to
recoverability  and  classification of assets carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue  as  a  going  concern.

RISKS  AND  UNCERTAINTIES

The Company operates in a highly competitive industry that is subject to intense
competition,  government  regulation  and  rapid  technological  change.  The
Company's operations are subject to significant risk and uncertainties including
financial,  operational,  technological,  regulatory  and other risks associated
with  an  emerging  business,  including the potential risk of business failure.

From  time  to time, the Company maintains cash balances at certain institutions
in  excess  of  the  FDIC  limit  of  $100,000.


                                      F-7
<PAGE>

1.  ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

USE  OF  ESTIMATES

The  Company  prepares  its  financial  statements in conformity with accounting
principles  generally  accepted  in  the United States of America, which require
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the  financial  statements  and  reported amounts of revenues and
expenses  during the reporting period.  Significant estimates made by management
include,  among  others, provisions for losses on accounts receivable, valuation
on  deferred  taxes  and the realizability of long-lived assets.  Actual results
could  differ  from  those  estimates.

REVENUE  RECOGNITION

Monthly  maintenance  and  access  fees  are charged to customers who have their
business  information  hosted in the Company's web site.  The Company recognizes
revenue  during the month in which such services are provided.  Revenues derived
from  Web  Ad  annual  contracts are recognized ratably over the contract period
beginning  in  the  month  the  advertisement  is uploaded on the Internet.  The
Company  also  helps  customers  design,  develop and implement their web sites.
Revenues  are  recognized  when  the customer accepts such web sites and the web
sites  are  launched.  In  addition,  the  Company  plans to print "yellow page"
directories  of  local  community  businesses.  Revenues received from customers
that  advertise  their  business  in  the  directory will be recognized once the
directory  is  distributed  to  the  households  in  the  local  community.

The  Company  accounts  for  its  bartered  transactions in accordance with EITF
99-17, "Accounting for Advertising Barter Transactions."  The Company's non-cash
advertising  barter  transactions  are not recorded as sales as the value of the
services  rendered  to  the  customers  cannot  be  objectively  verified.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  101  ("SAB  101"),  "Revenue  Recognition,"  which  outlines the basic
criteria  that  must  be  met  to  recognize  revenue  and provides guidance for
presentation  of  revenue  and  for  disclosure  related  to revenue recognition
policies  in  financial  statements  filed  with  the  Securities  and  Exchange
Commission.  The  Company  adopted SAB 101 in fiscal 2000; this adoption did not
have  a  material  impact  on  the  Company's  financial  position or results of
operations.


                                      F-8
<PAGE>

1.  ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards  No.  107  ("SFAS  107"), "Disclosures About Fair Value of
Financial  Instruments."  SFAS 107 requires disclosure of fair value information
about  financial instruments when it is practicable to estimate that value.  The
carrying  amount  of the Company's cash, accounts receivable, trade payables and
accrued  liabilities  approximates  their  estimated  fair  values  due  to  the
short-term  maturities of those financial instruments.  The fair market value of
notes  payable to related parties are not determinable as these transactions are
with  related  parties.

CONCENTRATIONS

The  majority  of  the  Company's sales are to customers in local communities in
Southern  California  such  as  the  cities  of  Walnut, Diamond Bar, La Puente,
Pomona,  Monterey  Park,  Hacienda  Heights, Rosemead, West Covina, Chino, Chino
Hills,  San Dimas and Baldwin Park. Credit is extended based on an evaluation of
each  customer's financial condition and collateral is not required. The Company
establishes  an allowance for doubtful accounts based on factors surrounding the
credit  risk  of  specific  customers,  historical trends and other information.

There  were  no  sales  concentrations  for  the years ended 2001 and 2000.  The
Company  has no single customer with an account balance comprising more than 10%
of  total  accounts  receivable  as  of  December  31,  2001.

PROPERTY  AND  EQUIPMENT

Property  and  equipment are stated at cost.  Depreciation is computed using the
straight-line  method  over  the  estimated  useful lives of the related assets,
which  range  from  three  to  five  years.

Betterments,  renewals,  and  extraordinary repairs that extend the lives of the
assets  are  capitalized;  other repairs and maintenance charges are expensed as
incurred.  The  cost  and  related accumulated depreciation applicable to assets
retired  are  removed  from the accounts, and the gain or loss on disposition is
recognized  in  current  operations.


                                      F-9
<PAGE>

1.  ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

WEB  SITE  DEVELOPMENT  COSTS

The  Company accounts for its web site development costs in accordance with EITF
00-02,  "Accounting for Web Site Development Costs," which states that all costs
relating  to  software used to operate a web site and relating to development of
initial  graphics  and  web  page design should be accounted for using SOP 98-1,
"Accounting for the Cost of Computer Software Developed or Obtained for Internal
Use." SOP 98-1 allows the capitalization of certain of these costs. As a result,
the  Company  has  capitalized  costs  of  $95,419  and  $84,120  for  web  site
development  and  subsequent  significant  improvements to the existing web site
infrastructure  during the years ended December 31, 2001 and 2000, respectively.
These  costs  are  being amortized over a two-year period.  Amortization expense
for  the  years  ended  December  31,  2001  and 2000 related to these costs was
$112,228  and  $68,551,  respectively.

LONG-LIVED  ASSETS

In accordance with the provisions of Statement of Financial Accounting Standards
No.  121  ("SFAS  121"), "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets  to  Be  Disposed  Of,"  the  Company  regularly reviews
long-lived  assets  for  impairment  whenever events or changes in circumstances
indicate  that  the carrying amount of the assets may not be recoverable.  Based
on  its analysis and subject to the satisfactory outcome of future operations as
described  above,  the Company believes that no impairment of the carrying value
of  its  long-lived  assets  existed  at  December  31,  2001.  There  can be no
assurance,  however,  that  market  or  economic  conditions  will not change or
demands  for  the  Company's  services  will  continue  which  could  result  in
impairment  of  long-lived  assets  in  the  future.

STOCK-BASED  COMPENSATION

The  Company  accounts for non-employee stock-based compensation under Statement
of  Financial  Accounting  Standards No. 123 ("SFAS 123"), "Accounting for Stock
Based  Compensation."  SFAS  123 defines a fair value based method of accounting
for stock-based compensation.  However, SFAS 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using  the intrinsic method accounting prescribed by Accounting Principles Board
Opinion  No.  25  ("APB 25"), "Accounting for Stock Issued to Employees."  Under
APB  25,  compensation  cost,  if any, is recognized over the respective vesting
period  based on the difference, on the date of grant, between the fair value of
the  Company's  common  stock  and the grant price.  Entities electing to remain
with  the  accounting  method  of  APB 25 must make pro forma disclosures of net
income and earnings per share, as if the fair value method of accounting defined
in  SFAS  123  had  been  applied.  The  Company  has elected to account for its
stock-based  compensation  to  employees  under  APB  25  (see  Note  4).

                                      F-10
<PAGE>

1.  ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain Transactions Involving Stock Compensation," an interpretation of APB 25.
FIN  44  clarifies  the application of APB 25 for (a) the definition of employee
for  purposes of applying APB 25 (b) the criteria for determining whether a plan
qualifies as a non-compensatory plan, (c) the accounting consequence for various
modifications  to the terms of a previously fixed stock option or award, and (d)
the  accounting  for  an  exchange  of  stock  compensation awards in a business
combination.  FIN  44  is  effective  July 1, 2000, but certain provisions cover
specific  events that occur after either December 15, 1998, or January 12, 2000.
The adoption of FIN 44 did not have a material effect on the Company's financial
statements.

ADVERTISING

The  Company  expenses  all  advertising  as  incurred.  Amounts  incurred  for
advertising  expense  for  the  years  ended  December  31,  2001  and 2000 were
approximately  $21,000  and  $7,000,  respectively.

EARNINGS  PER  SHARE

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 128
("SFAS  128"), "Earning Per Share."  Under SFAS 128, basic earnings per share is
computed  by  dividing  income  available to common stockholders by the weighted
average  number  of  shares  assumed  to  be  outstanding  during  the period of
computation.  Diluted  earnings  per share is computed similar to basic earnings
per  share  except  that  the  denominator is increased to include the number of
additional  common  shares  that  would  have  been outstanding if the potential
common  shares had been issued and if the additional common shares were dilutive
(no  shares  were considered additional common stock equivalents at December 31,
2001  and 2000).  Because the Company has incurred net losses, basic and diluted
loss  per  share  are  the  same  as additional potential common shares would be
anti-dilutive  (see  Note  5).

COMPREHENSIVE  INCOME

The  Company  has  adopted  statement  of Financial Accounting Standards No. 130
("SFAS  130")  "Reporting  Comprehensive  Income."  SFAS  130  established  the
standards  for  reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements.  The adoption of SFAS 130
has  not  materially  impacted  the  Company's  financial position or results of
operations.


                                      F-11
<PAGE>

1.  ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

SEGMENTS

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 131
("SFAS  131"),  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information."  SFAS  131  changes  the  way  public companies report information
about  segments  of  their  business  in  their  annual financial statements and
requires  them to report selected segment information in their quarterly reports
issued  to  shareholders.  It  also  requires  entity-wide disclosures about the
products  and  services  an  entity provides, the material countries in which it
holds  assets  and  reports  revenues  and  its  major  customers.  The  Company
currently  operates  in one segment, as disclosed in the accompanying statements
of  operations.

INCOME  TAXES

From  December  9, 1998 to December 31, 1998, the Company was taxed as a General
Partnership  for  Federal  and California state purposes. As of January 1, 1999,
the  Company  elected to be taxed as a Limited Liability Company ("LLC").  Under
these provisions, the Company did not pay Federal corporate taxes on its income.
Instead,  the LLC members were liable for income taxes on their respective share
of  the  Company's taxable income and other distributable items.  For California
state  tax  purposes,  the  Company would have paid a franchise fee ranging from
$800  to  $12,000  based on the Company's gross sales.  As of December 31, 2001,
the  Company  paid  the  minimum  $800.

As  of  December  31,  2000,  the  Company  has  elected  to  be  treated as a C
corporation  for  Federal  and California state income tax purposes.  Therefore,
the  provision for income taxes in subsequent periods is based on the applicable
regulations  for  Federal  and  California  state  purposes.

Deferred  income  taxes reflect the net tax effects of (a) temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts  reported for income tax purposes and (b) tax credit
carryforwards.  The  Company  records  a valuation allowance for deferred income
tax  assets  when,  based on management's best estimate of taxable income in the
foreseeable future, it is more likely than not that some portion of the deferred
income  tax  asset  may  not  be  realized.


                                      F-12
<PAGE>

1.  ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 133
("SFAS  133"),  "Accounting  for Derivative Instruments and Hedging Activities."
SFAS  133  establishes  accounting  and  reporting  standards  for  derivative
instruments,  including  certain  derivative  instruments  embedded  in  other
contracts, and for hedging activities.  It requires that an entity recognize all
derivatives  as  either assets or liabilities on the balance sheet at their fair
value.  This  statement,  as  amended  by  SFAS  137  and  138, is effective for
financial  statements  for  all  fiscal quarters of fiscal years beginning after
June  15, 2000.  The adoption of this standard did not have a material impact on
the  Company's  results  of  operations, financial position or cash flows, as it
currently  does  not  engage  in  any  derivative  or  hedging  activities.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  July  2001,  the  Financial Accounting Standards Board issued Statements No.
141,  "Business  Combinations"  ("SFAS  141")  and  No.  142 "Goodwill and Other
Intangible  Assets"  ("SFAS  142").  SFAS  141  supersedes  APB  Opinion No. 16,
"Business  Combinations"  and  SFAS  No.  38,  "Accounting  for  Pre-acquisition
Contingencies of Purchased Enterprises."  SFAS 141 is effective for fiscal years
beginning  after  June  30,  2001 and requires that all business combinations be
accounted  for  by  the purchase method. SFAS 142 supersedes APB Opinion No. 17,
"Intangible  Assets."  SFAS  142  is  effective for fiscal years beginning after
December 15, 2001 and provides that all existing and newly acquired goodwill and
intangible  assets will no longer be amortized but will be tested for impairment
at  least  annually  and  written  down only when impaired.  Management does not
believe  that  the  requirements  of such pronouncements will have a significant
impact  on  the  Company's  future  financial  statements.

Additionally,  the  Financial  Accounting  Standards  Board  has recently issued
Statements  No.  143, "Accounting for Asset Retirement Obligations" ("SFAS 143")
and  No.  144,  "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS  144").  SFAS  143  addresses  financial  accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs,  and is effective for financial statements
issued  for  fiscal  years  beginning  after June 15, 2002.  SFAS 144 supersedes
Statement  No.  121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  Be  Disposed Of", and addresses financial accounting and
reporting  for  the  impairment  or  disposal  of  long-lived  assets, including
accounting  for  a  segment  of  a  business  accounted  for  as  a discontinued
operation.  SFAS  144  is  effective  for financial statements issued for fiscal
years  beginning  after  December  15,  2001.  Management has not yet determined
exactly  how  the  requirements of such pronouncements will affect the Company's
future  financial  statements.

                                      F-13
<PAGE>

2.  PROPERTY  AND  EQUIPMENT

As  of  December  31,  2001,  property and equipment consisted of the following:

     Equipment                           $     276,597
     Furniture  and  fixtures                   12,138
     Purchased  software                        25,985
                                         --------------
                                               314,720

     Less  accumulated  depreciation          (154,610)
                                         --------------
                                         $     160,110
                                         ==============

Depreciation  expense for the years ended December 31, 2001 and 2000 was $86,416
and  $49,557,  respectively.

3.  RELATED  PARTY  TRANSACTIONS

CONVERSION  OF  MEMBERS'  INTEREST  PAYABLE

During fiscal 2000, the Company had borrowings from members which were paid back
by  the  Company  within  the  same year.  The total interest expense accrued to
these  members  was $1,200.  During fiscal 2000, the interest amount was settled
with  the  members  by  issuing  an  additional  3,600  member  units.

RELATED  PARTY  NOTE  PAYABLE

From  time to time, the Company borrows funds from its majority stockholders for
working  capital  purposes  under  unsecured non-interest bearing notes payable.
During  fiscal  2001, the Company had principal borrowings of $72,000 from these
stockholders  and  made  principal  repayments of $33,000.  The note requires no
monthly  payments  and  is  due on demand.  The outstanding balance on this note
totaled  $39,000  at  December  31,  2001.

4.  STOCKHOLDERS'  EQUITY  (DEFICIT)

PREFERRED  STOCK

The  Company  has  authorized 20,000,000 shares of preferred stock to be issued.
These  shares  may be issued in one or more series as determined by the Board of
Directors.  At  the  time  of  determination,  the  rate  of  dividends (whether
cumulative  or  non-cumulative), redemption features and liquidation preferences
will  be  established.  At December 31, 2001, the Board of Directors has made no
preferred  stock  determinations.


                                      F-14
<PAGE>

4.  STOCKHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

COMMON  STOCK

In  March  2000,  the  Board of Directors authorized a 3 for 1 split of members'
units.  The  accompanying  financial  statements  and  footnotes  reflect  these
transactions  as  if they occurred at the beginning of the two-year period ended
December  31,  2001.

During the year ended December 31, 2000, all units granted for services to third
parties  and employees have been valued at a unit price equal to the most recent
sales  of  member  units.

In  fiscal  2000,  the  Company  sold  6,946,595  units  for cash of $2,579,500.

In fiscal 2000, the Company issued 255,716 units to third parties for consulting
services  valued  at  $142,386.

During  fiscal  2000, the Company redeemed 959,100 units from founders and other
investors  for  $323,200.  The Company reduced members' interest by the original
cost  basis of the amounts redeemed, totaling $35,000, and increased accumulated
deficit  by  $288,200  for  the remaining portion.  A portion of this redemption
amount  of  $77,384  was  advanced  to  the  founders during fiscal 1999 and the
remaining  amount  was  paid  during  fiscal  2000.

Effective  December  31,  2000,  the  Company  issued  20,382,414  shares of its
restricted  common  stock  in  exchange  for  all  of the outstanding membership
interest  of  HelpCity.com,  LLC,  a  California  Limited Liability Company in a
business combination described as a reorganization. For accounting purposes, the
reorganization  has  been treated as the reorganization of HelpCity.com LLC into
the  Company.  As  part  of the reorganization, the Company became the surviving
entity.  Immediately prior to the reorganization, the Company had zero shares of
common  stock  outstanding.  As  part  of  the  Company's  reorganization  with
HelpCity.com,  LLC,  the Company issued 20,382,414 shares of its common stock to
the  membership interest holders of HelpCity.com, LLC in exchange for 20,382,414
membership  interests  of  HelpCity.com,  LLC.

The  Company  had entered into agreements with various employees in prior years.
In  connection  with  these  agreements,  the  Company  was  to  issue  units
(subsequently  changed  to  common  shares on a 1 to 1 basis) to these employees
upon  their  continued  employment.  At June 30, 2001 (time of cancellation, see
below) the total commitment was 499,500 shares, of which 308,000 of these shares
were  committed  at  December  31, 2000 (net of 293,500 and 224,000 cancelled in
fiscal  2001  and 2000 respectively).  The units were to vest over 3 years, with
1/3  of  the  units  vesting  upon  the first anniversary of the granting of the
units, and the remaining 2/3 of the units vesting monthly over the succeeding 24
months.  At  June  30,  2001,  these  units  had  a total value of approximately
$200,000  (net of the value of shares that were subsequently cancelled).  During
fiscal  2000, 49,034 of these units vested, resulting in compensation expense of
$13,009.


                                      F-15
<PAGE>

4.  STOCKHOLDERS'  EQUITY  (DEFICIT)  (continued)

In  June  2001, the Company renegotiated its existing employment agreements with
all  employees. At June 24, 2001, the total number of shares issued or committed
pursuant  to  such  employment  agreements  (including 191,500 shares related to
employment  agreements  entered into during fiscal 2001) totaled 499,500 shares.
Effective  as of June 25, 2001, 494,500 of the shares issued and to be issued to
such  employees under their employment agreements were cancelled pursuant to the
Exchange  Agreements  entered  into  between  the  Company  and  such employees.

On June 25, 2001, the Company's Board of Directors granted, pursuant to the 2001
Employee  Stock  Option  Plan ("Option Plan"), an aggregate of 494,500 incentive
stock  options  (net of 10,000 options that were cancelled during the period and
including  69,884  for  previously vested units), exercisable at $0.39 per share
(equal  to  the estimated fair market value of the Company's common stock on the
date  of  grant)  to  certain  employees  of  the Company in accordance with the
Exchange  Agreements.  In  addition,  3,000  shares  committed  for  employees'
services valued at $3,000 in the first quarter of fiscal 2001 were exchanged for
options  to  purchase  3,000 shares of the Company's common stock at an exercise
price  of  $0.39  per  share  on June 25, 2001 in accordance with the 2001 Stock
Option  Plan  (see  below).  During  fiscal  2001,  the  Company also granted an
additional  30,000  options  to  employees  under the Option Plan at an exercise
price of $0.39 per share.  The options generally expire the earlier of ten years
(five  years for a 10% owner, officer or director) from the date of the grant or
the  termination  of  services  or  employment.

In  fiscal  2001,  the  Company  granted  5,000 shares of common stock valued at
$1,650  to  an  employee  in connection with the Exchange Agreement (see above).

In March 2001, the Company redeemed 215,000 shares from an investor for $35,000,
paying  $12,584  less than the investor's original cost basis.  In May 2001, the
Company  redeemed  19,650 shares from an employee for $3,100.  In June 2001, the
Company  redeemed 30,000 shares from an investor for $10,000, which was equal to
the  investor's  original  cost  basis.


                                      F-16
<PAGE>

4.  STOCKHOLDERS'  EQUITY  (DEFICIT)  (continued)

STOCK  OPTIONS

On  June  25,  2001,  the Company's Board of Directors and majority shareholders
approved  and  adopted  the  HelpCity,  Inc.  2001  Stock Option Plan ("the 2001
plan").  As  amended,  a  total of 3,000,000 shares of common stock are reserved
for  issuance  under  the 2001 plan. The exercise price for each option shall be
equal  to  100% to 110% of the fair market value of the common stock on the date
of  grant  and  vest  at  a rate of at least 20% per year, as defined.  The plan
shall  terminate  ten years after its adoption by the Board of Directors and may
be  terminated  by  the  Board  of  Directors  on  any earlier date, as defined.

The  following is a status of the stock options outstanding at December 31, 2001
and  the  changes  during  the  year then ended (there was no option activity or
options  outstanding  as  of  and  for  the  year-ended  December  31,  2000):

                                                                2001
                                                    ----------------------------
                                                                      Weighted
                                                                       Average
                                                      Options          Price
                                                     -----------  --------------
Outstanding,  beginning  of  year                             -   $            -
             Granted                                    537,500             0.39
             Exercised                                        -                -
             Cancelled/Forfeited                        (10,000)            0.39
                                                     ----------   --------------
Outstanding, end of year                                527,500   $         0.39
                                                     ==========   ==============

Exercisable, end of year                                163,954   $         0.39
                                                     ==========   ==============

  Weighted average fair value of options granted     $     0.05
                                                     ==========
All  of  the  outstanding  options  at December 31, 2001 have exercise prices of
$0.39 per share, with a weighted average exercise price of $0.39 per share and a
weighted  average  remaining  contractual  life  of 9.49 years. Of such options,
163,954  are  exercisable  at  December  31,  2001.


                                      F-17
<PAGE>

4.  SHAREHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

Had  compensation costs for the Company's 2001 options granted to employees been
determined  consistent  to SFAS 123, the minimum value of each option would have
been estimated using the Black-Scholes option pricing model on the date of grant
using  the following assumptions: (i) no dividend yield, (ii) average volatility
of 0%, (iii) weighted average risk free interest rate of approximately 4.50% and
(iv)  average  expected  useful life of 3 years.  As a result, the Company's net
loss  and  net  loss  per  share  for  the  year  ended  December 31, 2001 would
approximate  the  pro  forma  amount  below:

                                         2001
                               ----------------
Net  loss:
     As  reported              $    (1,646,773)
                               ================
     Proforma                  $    (1,654,971)
                               ================
Loss  per  share:
     As  reported              $         (0.08)
                               ================
     Proforma                  $         (0.08)
                               ================

5.  EARNINGS  PER  SHARE

The  following  is  a  reconciliation  of the numerators and denominators of the
basic  and  diluted earnings per share computations for the years ended December
31,  2001  and  2000:

                                                      2001               2000
                                                --------------    --------------
Numerator  for  basic  and
      diluted  earnings  per  share:
 Net  loss  charged  to common stockholders     $  (1,646,773)    $  (1,124,628)
                                                --------------    --------------

Denominator  for  basic  and  diluted
      earnings  per  share:
 Weighted  average  shares                         20,156,697        15,975,213
                                                --------------    --------------

Basic  and  diluted  earnings  per  share       $       (0.08)    $       (0.07)
                                                ==============    ==============

                                      F-18
<PAGE>

6.  INCOME  TAX  PROVISION

Income  tax  expense  for  the  year  ended  December 31, 2001 differed from the
amounts  computed  by applying the U.S. Federal income tax rate of 34 percent to
the  income  from  continuing  operations before provision for income taxes as a
result of the following (there was no tax expense for fiscal 2000 as the Company
was  an  LLC):

                                                                      2001
                                                            ----------------
Computed  "expected"  tax  (benefit)  expense               $     (560,000)

Reduction  (increase)  in  income  tax  benefit
resulting  from:
     Change  in  valuation  allowance                               640,000
     Other                                                           30,800
     State  and  local  income  taxes,
       net  of  federal  benefit                                   (110,000)
                                                            ----------------

                                                            $           800
                                                            ================

The  tax effects of temporary differences that give rise to significant portions
of  the  deferred  tax  assets  at  December  31,  2001  are  presented  below:

Deferred  tax  assets:
     Net  operating  loss  carryforwards                    $       640,000
                                                            ----------------
                Total  gross  deferred  tax  assets                 640,000
                Less  valuation  allowance                         (640,000)
                                                            ----------------
                Net  deferred  tax  assets                  $             -
                                                            ================

The valuation allowance for deferred tax assets from continuing operations as of
January  1,  2001 was zero.  The net change in the total valuation allowance for
the  year  ended  December  31,  2001  was  an  increase  of  $640,000.

As  of  December  31,  2001, the Company had net operating loss carryforwards of
approximately $1,650,000 and $850,000 available to offset future taxable Federal
and  state  income,  respectively.  The  carryforward  amounts expire in varying
amounts  between  2002  and  2022.

Due  to  the  change  in ownership provisions of the Tax Reform Act of 1986, net
operating  loss  carryforwards  for  Federal  income tax purposes are subject to
annual  limitations.  Should  a  change  in  ownership occur, net operating loss
carryforwards  may  be  limited  as  to  use  in  future  years.


                                      F-19
<PAGE>

7.  COMMITTMENTS

LEASE

The  Company  leases its principal offices on a month-to-month basis.  The lease
agreement  provides  for  monthly  rent payments of approximately $2,775.  Total
rent  expense  for  the years ended December 31, 2001 and 2000 was approximately
$61,000  and  $41,000, respectively.  The Company is delinquent on the lease and
has  accrued approximately $10,000 of past due lease payments as of December 31,
2001.

8.  CONTINGENCIES

The  Company  issued  units  of members' interests during fiscal 2000 and fiscal
1999  in a form that may not have been in full compliance with federal and state
securities  laws.  As  a  result,  the  Company  offered  a rescission option to
certain  shareholders,  totaling  $1,017,100,  plus  accrued  interest  through
December 31, 2001 up to approximately $156,000 if all shareholders rescind.  The
Company  does  not  expect  the  ultimate  resolution  of  this matter to have a
material impact on its financial position or results of operations; as a result,
the  accrued  interest  has not been recorded as of December 31, 2001.  However,
there  can  be  no  assurance  the  Company  will be able to resolve this matter
according  to  management's  expectations.

The  Company  has  recorded an accrual for past due payroll taxes as of December
31,  2001 due to the under-payment of the Company's payroll tax liability.  As a
result,  the  Company has accrued approximately $61,000 (including approximately
$8,000 of penalties and interest) under accounts payable and accrued expenses in
the  accompanying  balance sheet at December 31, 2001.  The Company expects this
matter  to  be  settled  and  the  related  accrual  paid  by  June  30,  2002.

LEGAL

The  Company  may  be  involved  from  time to time in various claims, lawsuits,
disputes  with third parties, actions involving allegations or discrimination or
breach  of contract actions incidental in the normal operations of the business.

On  January  25, 2002, a lawsuit was filed in the Superior Court of the State of
California  for the County of Los Angeles, Central District, against the Company
and  its  principal officers.  The complaint alleges, on behalf of the plaintiff
that  the  Company failed to pay overtime compensation, failed to pay wages, and
violated  unfair  competition laws.  The complaint seeks compensatory damages of
approximately  $78,000, potential statutory penalties of approximately $8,000, a
permanent  injunction prohibiting defendants from engaging in unlawful practice,
an  appointment  of  a receiver, restitution damages of $1,000,000, and attorney
fees.

                                      F-20
<PAGE>

8.  CONTINGENCIES  (CONTINUED)

The Company and its defendant officers believe that the lawsuit is without merit
and  that  they have meritorious defenses to the above actions.  The Company has
engaged  legal  counsel  and  plans  on  vigorously  defending  the  litigation.
However,  failure  to  successfully  defend  the action or other similar actions
could  have  a  material  adverse effect on the Company's results of operations,
liquidity and financial condition.  The Company has not accrued for any possible
loss  relating  to  this  lawsuit  as  it  is  in  the  preliminary  stage.

9.  SUBSEQUENT  EVENTS

As  of January 2002, the Company has laid off a majority of its employees and is
delinquent  on its facilities lease and certain payroll taxes (see Note 8) in an
effort  to  conserve  its  cash  resources.

                                      F-21
<PAGE>