UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -------------------
                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2002

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

              For        the transition period from ________ to ________

                          Commission File No. 333-46424

                                E-City Software, Inc.
            (Exact name of Registrant as specified in its charter)

                              -------------------

           Nevada                                               88-0461317
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                             1201 First Avenue South
                                    Suite 328
                                Seattle, WA 98134
                       (Address, including zip code, of
                   Registrant's principal executive offices)
      Registrant's telephone number, including area code: (206) 624-8070

                              -------------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [_]

     There were 10,130,000 shares of the Company's Common Stock, par value
$0.0001, outstanding on August 1, 2002.

================================================================================
<PAGE>
                                        2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>          <C>                                                                                      <C>
PART I.       FINANCIAL INFORMATION................................................................   3

Item 1        Financial Statements.................................................................   4

              Condensed Consolidated Balance Sheets.................................................  4
              Condensed Consolidated Statements Of Operations.......................................  5
              Condensed Consolidated Statements Of Cash Flows.......................................  6
              Notes To Condensed Consolidated Financial Statements..................................  7

Item 2        Management's Discussion and Analysis of Financial Condition and Results of Operations. 10

PART II       OTHER INFORMATION....................................................................  19

Item 1        Legal Proceedings....................................................................  19

Item 2        Changes in Securities................................................................  19

Item 3        Defaults upon Senior Securities......................................................  19

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

Item 5        Other Information....................................................................  19

Item 6        Exhibits and Reports on Form 8-K.....................................................  19

Signature..........................................................................................  20

</TABLE>
<PAGE>
                                        3


                          PART I FINANCIAL INFORMATION

Cautionary Statement Regarding Forward-Looking Statements

     This Quarterly Report on Form 10-QSB contains forward-looking statements.
These statements relate to our, and in some cases our customers' or partners',
future plans, objectives, expectations, intentions and financial performance,
and the assumptions that underlie these statements. These forward-looking
statements include, but are not limited to, statements regarding the following:

    . the anticipated market trends and uncertainties;

    . our expectations concerning the timely receipt of accounts receivable;

    . our expectations concerning our sales and marketing expenses;

    . the anticipated decreases in our operating expenditures, including
      research and development, sales and marketing expenses and general and
      administrative expenses; and

    . the adequacy of our capital resources to fund our operations;


     These statements involve known and unknown risks, uncertainties and other
factors that may cause industry trends or our actual results, level of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
statements. These factors include those listed under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in this Quarterly
Report on Form 10-QSB.

     Although we believe that expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We will not update any of the forward-
looking statements after the date of this Quarterly Report on Form 10-QSB to
conform these statements to actual results or changes in our expectations,
except as required by law. You should not place undue reliance on these forward-
looking statements, which apply only as of the date of this Report on Form
10-QSB.
<PAGE>
                                        4



ITEM 1.  FINANCIAL STATEMENTS

                                E-CITY SOFTWARE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      June 30,                    March 31,
                                                                        2002                       2002 (1)
                                                                      ----------                 -----------
<S>                                                                   <C>                         <C>
                             ASSETS                                  (unaudited)

Current assets:
  Cash and cash equivalents.....................................      $   7,228                   $  13,397
  Accounts receivable...........................................        398,399                     451,925
  Related parties notes receivable..............................         85,850                      85,000
  Related party advances........................................          4,667                       9,327
  Prepaid expenses & other current assets.......................          1,601                      10,023
                                                                      ---------                   ---------
       Total current assets.....................................        497,745                     567,352

Property and equipment, net.....................................         60,558                      67,205
Accounts Receivable - Long Term                                          22,471                      26,216
Other Assets, Net Amortization of $39,214 and $24,944, respectively      21,295                      35,152
                                                                      ---------                   ---------
Total assets....................................................     $  602,069                   $ 695,925
                                                                      =========                   =========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..............................................      $ 115,091                   $ 103,575
  Accrued expenses..............................................        184,044                     140,201
  Related party advances........................................              -                         632
  Deferred revenue..............................................          2,250                       2,250
  Accrued income taxes..........................................          5,989                       5,989
  Capital lease obligations, current portion....................          3,997                       3,734
                                                                      ---------                   ---------
       Total current liabilities................................        311,371                     256,381

Capital lease obligations, net of current portion...............          5,716                       6,419
Accrued Liabilities - Long-Term                                           6,741                       7,865
                                                                      ---------                   ---------
Total Liabilities...............................................        323,828                     270,665

Stockholder's equity:
  Common stock, $0.0001 par value, 50,000,000 shares............
  authorized, 10,130,000 shares issued and outstanding..........          1,013                       1,013
Additional paid in capital                                              323,485                     323,485
Retained earnings...............................................        (32,821)                    116,109
Accumulated other comprehensive income (loss)...................        (13,436)                    (15,347)
                                                                       ---------                  ---------
       Total Stockholder's equity                                       278,241                     425,260
                                                                      ---------                   ---------
       Total liabilities and stockholders' equity...............     $  602,069                   $ 695,925
                                                                      =========                   =========
</TABLE>
--------------
(1) The balance sheet at March 31, 2002 has been derived from the audited
    consolidated financial statements at that date, but does not include all the
    information and footnotes required by generally accepted accounting
    principles for complete financial statements.

                             See accompanying notes.


<PAGE>
                                        5



                                E-CITY SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                Three months ended
                                                                                June 30,
                                                                    ------------------------------------
                                                                         2002                  2001
                                                                       --------             ---------
<S>                                                                    <C>                  <C>
Sales...........................................................      $       -            $  500,000

Cost of Goods Sold..............................................              -               206,009
                                                                       --------               --------
         Gross Profit...........................................              -               293,991

Operating Expenses
 Sales and marketing............................................         25,060                46,040
 General and administrative.....................................        124,347                87,757
                                                                       --------               --------
   Total Operating Expenses.....................................        149,407               133,797
                                                                       --------               --------
Income (loss) from operations...................................       (149,407)              160,194

Other Income (Loss)
 Interest income................................................            850                   970
 Gain (loss) on foreign currency exchange.......................           (373)                3,610
                                                                       --------               --------
         Net Other Income (Loss)................................            477                 4,580
                                                                       --------               --------
Income (Loss) Before Provision For Income Taxes.................       (148,930)              164,774
                                                                       --------               --------
Provision For Income Taxes......................................              -                26,089
                                                                       --------               --------
Net Income (Loss)...............................................      $(148,930)            $ 138,685
                                                                      =========             ==========
Basic and Diluted Income (Loss) Per Share.......................      $  (0.01)             $    0.01
                                                                      =========             ==========
Shares used in computing basic and diluted net loss per share
 applicable to common stockholders..............................     10,130,000              9,930,000
                                                                      =========             ==========

</TABLE>

                             See accompanying notes.


<PAGE>
                                        6


                              E-CITY SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                         Three months ended June 30,
                                                                     ------------------------------------
                                                                       2002                        2001
                                                                     --------                    --------
<S>                                                                  <C>                         <C>
Operating activities:
Net income (loss)...............................................    $(148,930)                  $138,685
Adjustments to reconcile net income (loss) to
net cash from operating activities:
  Foreign exchange (gain) loss..................................         (373)                    (3,610)
  Depreciation and amortization.................................        9,975                     12,121
  Deferred tax provision........................................            -                    (22,858)
Changes in operating assets and liabilities:
      Accounts receivable.......................................       53,526                   (265,390)
      Related parties advances receivable.......................        1,490                        711
      Work in process...........................................       15,207                    103,268
      Prepaid expenses..........................................        8,724                    (13,590)
      Accounts payable and accrued expenses.....................       53,065                     12,893
      Related parties advances payable..........................         (632)                    18,124
      Deferred revenue..........................................            -                    (25,000)
      Accrued income tax........................................            -                     48,269
                                                                     ---------                  ---------
         Net cash provided by (used in) operating activities....       (7,948)                     3,623

                                                                     ---------                  ---------
Investing activities:

  Purchases of property and equipment...........................            -                       (495)
                                                                     ---------                  ---------
         Net cash provided by (used in) investing activities....            -                       (495)
                                                                     ---------                  ---------
Financing activities:

  Principal payments of long term debt..........................         (931)                      (871)
                                                                     ---------                  ---------
         Net cash provided by (used in) financing activities....         (931)                      (871)
                                                                     ---------                  ---------
            Effect of exchange rate changes on cash................     2,710                     (7,700)
                                                                     ---------                  ---------
Net increase (decrease) in cash and cash equivalents............       (6,169)                    (5,443)

Cash and cash equivalents at beginning of period................       13,397                     40,290
                                                                     ---------                  ---------
Cash and cash equivalents at end of period......................     $  7,228                   $ 34,847
                                                                     =========                  =========

</TABLE>
                             See accompanying notes.



<PAGE>
                                        7


                               E-CITY SOFTWARE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1.   BASIS OF PRESENTATION

     The consolidated financial statements have been prepared by E-City
Software, Inc., pursuant to the rules and regulations of the Securities and
Exchange Commission and include the accounts of E-City Software, Inc. and its
wholly owned subsidiary (collectively "E-City" or the "Company"). Certain
information and footnote disclosures, normally included in financial statements
prepared in accordance with generally accepted accounting principles, have been
condensed or omitted pursuant to such rules and regulations. While in the
opinion of the Company, the unaudited financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the financial position at June 30, 2002 and the operating
results and cash flows for the three months ended June 30, 2002 and 2001, these
financial statements and notes should be read in conjunction with the Company's
audited consolidated financial statements and notes for the year ended March 31,
2002 included in the Company's Annual Report on Form 10-KSB filed June 28, 2002
with the Securities and Exchange Commission. The condensed consolidated balance
sheet at March 31, 2002 has been derived from audited financial statements as of
that date.

     The results of operations for the three months ended June 30. 2002 are not
necessarily indicative of results that may be expected for any other interim
period or for the full fiscal year ending March 31, 2003.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of E-City Software, Inc and it's wholly owned subsidiary.
Inter-company transactions and accounts have been eliminated in consolidation.

Software Revenue -- Revenue from licenses of the interactive guides is
recognized when delivery is complete, and no significant obligations remain
unfulfilled by the Company and when collection of any remaining receivable is
probable. Payments collected prior to revenue recognition are accounted for as
deferred revenue.

<PAGE>
                                        8


Contract Work In Progress -- In accordance with Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise
Marketed" development costs incurred in the research and development of new
software products to be sold, leased or otherwise marketed are expensed as
incurred until technological feasibility in the form of a working model has been
established. Subsequent costs to produce the computer software are accumulated
as an asset, "contract work in progress", and recorded as costs of goods sold
when revenue is recognized. Contract work in progress for projects that are not
expected to be included in costs of good sold during the twelve months following
the balance sheet date are recorded as long-term costs in the "other assets"
section of the balance sheet. Contract work in progress that is expected to be
recorded as costs of sales within the next twelve months is included in current
assets. As of June 30, 2002 and March 31, 2002 all projects for which costs have
been incurred are expected to be complete within twelve months and, accordingly,
contract work in progress is included in current assets.

During the year ended March 31, 2002, the Company developed software that the
Company intends to sell or license. In accordance with ("SFAS") No. 86, the
Company capitalized these costs and amortized them over a one year period. As of
March 31, 2002, capitalized costs associated with this software were $34,570 net
accumulated amortization of $24,691. Amortization expense for the year ended
March 31, 2002 was $24,691. As of June 30, 2002, capitalized costs associated
with this software were $21,295 net accumulated amortization of $39,214.


Foreign Currency Translation -- Monetary assets and liabilities which are
denominated in currencies other than Canadian Dollars are translated at the
exchange rate in effect at the balance sheet date. Revenue and expense items are
translated at rates of exchange prevailing on the transaction dates. All
exchange gains or losses are recognized currently in earnings.

For reporting purposes, the financial statements have been translated into
United States Dollars. Assets and liabilities are translated at the exchange
rate in effect on the balance sheet date. Revenue and expense items are
translated at an average exchange rate. Translation adjustments representing
translation gains or losses are recorded as a component of comprehensive income.

Major Customers - During the three months ended June 30, 2001, revenue from one
customer amounted to $400,000. Amounts included in accounts receivable from this
customer at June 30, 2002 were $15,908.

During December 2001 the Company sold a license of its taxi dispatch product to
Fog City Taxi, Inc. Under the terms of the agreement the customer paid $100,000
prior to December 31, 2001 with the remaining $400,000 due prior to March 31,
2002. In April 2002 the Company amended the agreement, which extended the due
date until September 30, 2002. As of June 30, 2002 amounts due from this
customer included in accounts receivable were $375,000.


Basic and Diluted Income (Loss) Per Share - Basic income (loss) per common share
is computed by dividing net income (loss) by the weighted-average number of
common shares outstanding during the period. Diluted income (loss) per share is
calculated to give effect to potentially issuable common shares except during
income periods when those potentially issuable common shares would increase the
income per share. There were no potentially issuable shares at June 30, 2002 and
2001.

<PAGE>
                                        9



NOTE 3 - RELATED PARTY TRANSACTIONS AND BALANCES

On March 31, 2002 the Company entered into an agreement for a $85,000
receivable. Under the terms of the agreement the note bears interest at the rate
of 4% and is due on March 31, 2003. As of June 30, 2002 $850 in interest has
been accrued.

As of June 30, 2002 and 2001 the Company had unreimbursed advances receivable of
$4,667 and $9,327 from officers and employees of the Company.


NOTE 4 - STOCKHOLDERS EQUITY

In December 2001, the Company granted a stock dividend in which the stockholders
of the Company received one share of common stock for every share held. The
dividend was in effect a two for one stock split so all per share amounts have
been restated for all periods.


Note 5 - Litigation

In May 2002 a former employee of the Company filed a suit claiming
non-performance under a severance agreement with the Company. The former
employee claims that the Company owes him $30,000 under a severance agreement
and $9,505 in un-reimbursed expenses. The employee began his employment with the
Company in April 2002 and was terminated in the same month. The company is
currently investigating its potential liability in this matter.

As of June 30, 2002 the Company has accrued $39,505 related to this litigation.



<PAGE>
                                       10


     The following information should be read in conjunction with the Company's
Annual Report on Form 10-KSB filed on June 28, 2002 with the Securities and
Exchange Commission.

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


Overview

         E-City is a software company that produces computer maps and related
software. Computer mapping uses digital versions of maps to produce maps on
computer, which may be viewed on cd-rom or over the internet or which may in
turn be developed into digitally produced paper maps for publication and sale.
Some computer mapping technology allows users to interact with the maps in
limited ways, allowing them to zoom in closer or farther away from a particular
object or section of the map using functions contained on the computer map.
Users can also customize some computer maps to their preferences, specifying
scale, how roads are identified, or other features, such as color. E-City has
produced a style of computer mapping which includes drawings of buildings,
features and landscapes on to the computer map of streets and cities. These
buildings and landmarks are easy to recognize and facilitate the ability of
drivers, pedestrians or tourists to orient themselves and navigate a particular
urban area. E-City has produced these computer maps for eight major US cities,
4 Canadian cities as well as Munich, Germany. In general, the computer mapping
industry has focused on developing maps that depict streets and intersections
without buildings or landmarks, or with only a symbol indicating a building or
landmark. E-City has taken the approach that consumers would desire a city view
that contains certain building and landmark information in a way that is easy to
recognize. The computer mapping industry is a fairly new industry. Most computer
maps are viewed on a free-of-charge basis to consumers visiting websites or
requesting driving directions on the internet. These maps are developed and paid
for generally either by websites who charge a fee to advertisers to show
advertisements to consumers who are looking for maps or by businesses operating
a website on the internet who pay computer mapping providers to provide location
and direction maps to visitors to their corporate sites.

History and form of organization

    E-City Software, Inc. is a Nevada corporation formed on May 12, 2000 for the
purpose of developing and commercializing computer mapping products in cd-rom
format and on the internet. Our subsidiary, Butterfly Software, Inc., a British
Columbia corporation, was formed on November 8, 1998 for the purpose of
producing computerized maps. In its original conception, Butterfly was to make
computerized maps in the form of maps of popular tourist destinations which it
planned to sell to wholesale and retail customers on cd-rom in a screen saver
format. In September of 1999, Butterfly changed its business model and began
focusing on the delivery of computer maps via the internet, as well as in cd-rom
format.

<PAGE>

                                      11


    Butterfly faced a number of challenges in developing and delivering its
mapping products. The development process for the maps involves circling a
target city in a helicopter and taking video of the areas to be mapped.
Butterfly's in-house animation staff then draws maps of the area based on the
video. These maps are digitized, colored, streets are labeled and animated
features, such as cars moving across a bridge or people walking, are added.
Butterfly faced challenges in developing a software interface that made the maps
easy to navigate and use. There were also challenges in compressing the maps to
a sufficiently low level of required file storage space to make them practical
for transmission over the internet. Butterfly's internal software developers
solved these problems through experimentation and trial and error. Butterfly is
now able to deliver the maps within acceptable size parameters.

E-City combination with Butterfly Software

    Butterfly Software became a wholly owned subsidiary of E-City on August 15,
2000. E-City purchased 100% of the stock of Butterfly Software on August 15,
2000 in exchange for 100,000 shares of common stock of E-City.

E-City's principal products and services

    Historically, E-City has had one service and one product that it has
provided. The service which E-City has provided is the development of computer
maps for major metropolitan areas that are developed for a customer and then
provided to that customer over the internet and on cd-rom. E-City has had four
such contracts with various customers for the development of cities in major
metropolitan areas. E-City has the capability of developing more cities for
individual customers on a contract basis, provided such a customer contacts
E-City directly and provides the financing for such a project in advance of
development. E-City is not actively seeking new customers for this map
development service, as it does not have the resources to conduct active sales
or marketing efforts. However, E-City intends to continue to operate its website
as the primary means of attracting customer interest. If a customer should
approach E-City after viewing the website or otherwise seeing E-City products
deployed in the field, E-City may still be able to provide computer mapping
services to that customer if the customer is willing to finance the development
of the computer maps in advance. When a customer desires to have E-City build an
interactive map of a particular city, E-City will prepare a pricing bid for that
map build. The price that E-City charges for such services is determined on a
contract-by-contract basis and, is based on E-City's actual cost in developing
the mapping solution, including aerial photography, programming, drawing and
graphic design, plus a profit margin of between 0% and 30%, depending on how
likely E-City is to be able to leverage the work that it would be doing on the
contract to produce other revenue, including subsequent sales of the product to
other customers.


<PAGE>

                                      12


    In addition to the custom computer map development services described above,
E-City has one product that consists of a computerized taxi dispatch system.
This system is licensed to taxi cab companies through the use of distributors.
E-City currently has one such distributor, Fog City Taxi. E-City is not actively
seeking other distributors, but would be open to accepting another distributor,
should an appropriate distributor approach E-City to inquire about selling the
taxi dispatch product.

    E-City is not currently engaged in any sales or marketing efforts to find
new customers for its services except by means of its website at
www.ecitysoftware.com.

    E-City's pricing policy with respect to its computer mapping services is to
charge its costs plus a 0-30% margin as described above. E-City has not yet
determined a price for re-licensing of its existing computer map products, but
intends to price such sales on a negotiated contract by contract basis. E-City
provides two pricing mechanisms for its Taxi Dispatch product. The first pricing
method is to charge a distributor or reseller a flat fee to distribute an
unlimited number of the Taxi Dispatch product in a restricted geographic area.
E-City also offers distributors the option of purchasing multiple copies of Taxi
Dispatch. No price has been determined for this option. E-City has one contract
with a Taxi Dispatch distributor, Fog City Taxi, where Fog City has agreed to
pay $500,000 for distribution in eight western states.


Distribution and marketing methods

    Presently, no one other than Fog City Taxi is actively distributing E-City
products or services. E-City presently makes its custom map development services
available to customers who call, email, write or respond to advertisements on
E-City's website. Should funding become available for increased distribution or
marketing efforts, management would like to engage other distributors for E-City
products and would like to develop and maintain a direct, in person sales staff.

<PAGE>

                                        13


Status of products and services

    Due to funding constraints, E-City is not able to actively pursue customers
of its computer mapping services. E-City offers its Taxi Dispatch product
through its distributor, Fog City Taxi. E-City had planned a number of products
in development in 2001 and 2002. These products included a paper map product, a
wireless product, an in vehicle navigation product and a 3d Health Map product.
The wireless and in vehicle navigation map product and health map are
substantially complete and E-City is ready to provide them as a service to
customers on a contract by contract basis. E-City currently has no customers for
these specialized mapping services. E-City mapping services are also available
in a paper map format. E-City has one customer for its paper mapping services.
No other products or additional services are planned for development in 2002 due
to E-City's current liquidity situation. Should E-City's cash position improve,
E-City may reevaluate new product or service opportunities as presented. E-City
also has the ability to license its already developed custom mapping services on
an individual license basis.


Revenues

    Historically, all of E-City's revenues have been derived from its
distributors and its customer Cityscape.com. 100% of E-City's revenues have been
derived from sales of its computer mapping services and its taxi dispatch
product. E-City anticipates that its sources of revenue in the future will be
very limited due to its current inability to pursue active marketing and
distribution of its computer mapping services. Until E-City's funding situation
improves, most likely through receipt of payment on its accounts receivable,
E-City does not anticipate any revenues except by virtue of sales through
E-City's website where potential customers are willing to finance development of
computer mapping services in advance or desire to license E-City's existing
computer map services. There can be no assurance that any such customer will be
forthcoming on terms acceptable to E-City.


Dependence on one customer

    We have been heavily dependent on our customer, Cityscape.com, Inc., for a
large portion of our sales to date. We are also dependent on our distributor
Orion Technologies for additional computer mapping services sales, as our German
distributor does not currently appear to be soliciting customers for us. While
we anticipate identifying and securing other distributors and customers, we have
had limited success in doing so. Although E-City has completed all of the work
required under its development contract with Cityscape.com, it has not received
full payment for services rendered there under. Cityscape owes a total remaining
outstanding balance under the contract of approximately $416,000. E-City has
serious concerns about collecting this remaining balance. Although, E-City is
not relying upon Cityscape for future sales, E-City is heavily dependent on its
current and ongoing cash needs upon receipt and payment in full of the Cityscape
receivable. As Cityscape appears to be no longer actively engaged in the
business for which services were engaged, there remains a considerable concern
by management of the collect ability of the balance. E-City has been
unsuccessful to date in receiving assurances from Cityscape regarding future
payment and has been unable to gather any further information on the current
financial condition of Cityscape.


<PAGE>
                                       14


Results of Operations

    Revenues were $0 during the three months ended June 30, 2002 and $500,000
during the three months ended June 30, 2001. This decrease in comparable fiscal
periods resulted mainly from our failure to replace Cityscape with another
customer after services were completed on that contract. Due to our financial
constraints, we have not been able to market our products actively and have not
had the requisite financial stability to be an attractive service provider to
our customer base. As a result of these developments and of a worsening economic
environment amongst major airlines, demand for our services has also decreased
compared with the previous period.

     Historically, E-City's revenues have come from a combination of sources,
including the sale of 10 interactive maps of North American cities to Cityscape,
a related party. E-City does not anticipate receiving any revenue in the future
unless we are able to collect on our accounts receivable and therefore improve
our financial stability, develop an active sales and marketing capability and
have sufficient liquidity to finance work-in-progress should we be approached by
potential customers.

   There were no revenues received during the period ended June 30, 2002. Every
effort was made during the period to contain costs, including a reduction in the
staff, in the size of E-City's Vancouver facility, in the deferral of payments
to service providers. However, a relatively long sales cycle in computer mapping
services, combined with a worsening economic climate for our customers and our
financial instability and lack of a well-financed sales and marketing effort,
resulted in our failure to close any sales during the period. Although we had
several projects in negotiation during the period, we were unable to
successfully compete for these contracts. Negotiations with two of these
customers remain ongoing.


    Cost of revenue.  Cost of revenues were $0 during the three months ended
June 30, 2002 and $206,009 during the three months ended June 30, 2001. Cost of
revenues decreased during the three months ended 2002 compared to the comparable
fiscal 2001 period as we were unsucessful in generating any sales.


Operating Expenses

     Sales and marketing. Sales and marketing expenses were $25,060 during the
three months ended June 30, 2002 and $46,040 during the three months ended June
30, 2001. This decrease in comparable fiscal periods is the result of a
reduction in our attendance at trade shows and a reduction in our sales force.
We expect no sales and marketing expenses over the remainder of the year unless
our financial condition improves.

<PAGE>
                                       15


     General and administrative. General and administrative expenses were
$124,347 during the three months ended June 30, 2002 and $87,757 during the
three months ended June 30, 2001. This increase in comparable fiscal periods is
due mainly to an accrual of $39,505 related to potential litigation costs.
We expect that our general and administrative costs will be substantially lower
in the next fiscal quarter as we have closed our Vancouver office, reduced
personnel and are maintaining only minimal operations.

     Provision for income taxes. We have recorded $0 as a provision for
income taxes during the three months ended June 30, 2002 and $26,089 for the
three months ended June 30, 2001. This decrease in comparable fiscal periods is
the result of a reduction in net income over the respective periods.

Financial Condition

    For the period ended June 30, 2002, E-City had a net loss of $148,930 while
for the period ended June 30, 2001, the Company had net income of $138,685.
Also, for the period ended June 30, 2002, the Company had a working capital
surplus of $186,374 while for the period ended June 30, 2001, the Company had a
working capital surplus of $109,116.

    E-City's current financial condition makes it impossible to continue normal
operations. E-City does not have sufficient cash to continue to operate, other
than to maintain its website. It has no cash available to pay employee salaries
or to service its accounts payable or other obligations. The company has limited
prospects for new revenues from sales due to its lack of cash resources for
sales or operations. Although the company has sufficient accounts receivable to
substantially improve our financial condition, there can be no assurance that
any of these accounts receivable will prove to be ultimately collectible. There
can be no assurance that E-City will develop any new customers, or that its
pricing arrangement with such customers, if located, will be sufficient to
provide E-City with the financial resources necessary to continue operation.

<PAGE>
                                       16


Liquidity and capital resources

    For the period ended June 30, 2002, net cash used in operating activities
was $7,948. As of June 30, 2002, we had cash and cash equivalents of $7,228. Net
cash provided by operating activities was $3,623 for the three months ended June
30, 2001. Net cash used in operating activities for the three months ended June
30, 2002 was primarily the result of a net loss offset by decreases in accounts
receivable and prepaid expenses as well as increases in accounts payable and
accrued expenses. Net cash provided by operating activities for the three months
ended June 30, 2001, was primarily the result of a net income, a decrease in
work in progress and an increase in accrued income tax offset by increases in
accounts receivable.

     Net cash used in investing activities was $0 for the three months ended
June 30, 2002. Net cash used in investing activities was $495 for the three
months ended June 30, 2001. Net cash used in investing activities for
the three months ended June 30, 2001 consisted entirely from the purchase of
software related to our filing requirements with the SEC.

     Net cash used in financing activities was $931 for the three months ended
June 30, 2002 and $871 for the three months ended June 30, 2001. Net cash used
in financing activities for the three months ended June 30, 2002 and 2001 were
attributable to lease payments associated with a Company vehicle.

     During the year ended March 31, 2002, the Company developed software that
the Company intends to sell or license. E-City has capitalized these costs and
amortized them over a one year period. As of March 31, 2002, capitalized costs
associated with this software were $34,570 net accumulated amortization of
$24,691. Amortization expense for the year ended March 31, 2002 was $24,691.
As of June 30, 2002, capitalized costs associated with this software were
$21,295 net accumulated amortization of $39,214.

     Work in progress for projects that are not expected to be included in costs
of good sold during the twelve months following the balance sheet date are
recorded as long-term costs in the "other assets" section of the balance sheet.
Contract work in progress that is expected to be recorded as costs of sales
within the next twelve months is included in current assets. As of June 30,
2002, all projects for which costs have been incurred are not expected to be
included in costs of good sold and, accordingly, contract work in progress is
included in the "other assets" section of the balance sheet.

<PAGE>
                                       17


        As of June 30, 2002 our principal commitments consisted of our
obligations outstanding under accrued expenses and accounts payable as well as
accrued income taxes. We have no material commitments for capital expenditures.
In the next fiscal quarter, we expect no significant capital expenditures or
lease commitments.

     We believe that our current cash balances, including cash and cash
equivalents, are insufficient to meet our working capital and capital
expenditure requirements. We have therefore curtailed our operations to an
absolute minimum, closing our Vancouver office and reducing our staff to 1 part
time employee and 2 consultants. We are unable to pay any employees a salary and
have reduced our present sales capability to the maintenance of our website and
to responses to customer inquiries. We do not believe that the liquidity
situation will improve without significant payments on our accounts receivable,
the collectability of which is very uncertain.

     E-City's short-term prospects are minimal, other than collection on
accounts receivable. Management has substantial doubt about its ability to
maintain even the presently minimal level of operations should the liquidity
situation not improve. Without collecting on accounts receivable or being
approached by a customer willing to finance further computer map development,
E-City's short-term and long-term prospects for growth are minimal.

     If we are unsuccessful in collecting on accounts receivable or in being
approached by customers willing to finance future computer map development, we
will probably cease operations altogether. Management has not developed any
other contingencies at this time.


Cash requirements

         Our cash situation is critical. Without an immediate infusion of cash
from payments on accounts receivable or from sales to new customers, E-City will
be forced to cease operations. We believe that the minimum amount of cash
necessary to maintain operations will be $50,000 received within the next 90
days. If we receive this amount of cash, we may be able to maintain operations
long enough to collect additional accounts receivable or attract new customers
so that the cash requirements of restoring our operations to a minimum
sustainable level for production, $15,000 per month, could be maintained.

<PAGE>
                                       18


Research and development

    Until our liquidity situation improves, we have no planned research and
development activities for the next 12 months. If our liquidity situation should
improve, management will make a determination at that time of the extent to
which research and development activities are feasible.

Plant and equipment

    As of June 30, 2002, we had offices in Seattle, Washington and Vancouver,
British Columbia. We closed our offices in Vancouver in July, 2002. We intend to
maintain our office in Seattle for the foreseeable future. We have no planned
expenditures for equipment or increased office or facilities space for the next
12 months.

Employees

    We have no plans to hire any additional employees until our liquidity
situation improves substantially. We believe that if our liquidity situation
improved, it would be necessary to hire at least 2 additional employees or
consultants to resume production of our computer mapping services and at least
one sales and marketing employee to resume efforts to sell our product directly
or through distributors.

<PAGE>
                                       19


                            PART II OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         In May 2002 a former employee of the Company filed a suit claiming
non-performance under a severance agreement with the Company in King County,
Washington District Court. The former employee claims that the Company owes him
$30,000 under a severance agreement and $9,505 in un-reimbursed expenses. The
employee began his employment with the Company in April 2002 and was terminated
in the same month. The company is currently investigating its potential
liability in this matter.


ITEM 2.   CHANGES IN SECURITIES

     None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

ITEM 5.   OTHER INFORMATION

                  In July, 2002, E-City eliminated all staff except CEO Anis
Jessa and closed its offices in Vancouver, British Columbia. E-City has ceased
its production of computer mapping services until its liquidity situation
improves through either collection of all or a portion of its outstanding
accounts receivable and/or an agreement with a customer to finance future
computer map development.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  List of Exhibits

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

     (b)  Reports on Form 8-K.

     We did not file any reports on Form 8-K during the quarter ended June 30,
     2002.


 <PAGE>

                                       20


                                    SIGNATURE

     Pursuant to the requirements 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.

                                         E-City Software, Inc.

                                         /s/ Anis Jessa
                                         -----------------------------
                                         Anis Jessa
                                         Chief Executive Officer
                                         (Duly Authorized Officer and Principal
                                         Financial and Accounting Officer)

Dated:  August 14, 2002