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 September 30, 2001

                                       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 330
                                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 4,965,000 shares of the Company's Common Stock, par value
$0.0001, outstanding on November 1, 2001.

================================================================================
<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.  9

PART II       OTHER INFORMATION....................................................................  17

Item 1        Legal Proceedings....................................................................  17

Item 2        Changes in Securities................................................................  17

Item 3        Defaults upon Senior Securities......................................................  17

Item 4        Submission of Matters to a Vote of Security Holders..................................  17

Item 5        Other Information....................................................................  17

Item 6        Exhibits and Reports on Form 8-K.....................................................  17

Signature..........................................................................................  18
</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;

    . the anticipated cost of our revenues;

    . our expectations concerning our sales and marketing expenses;

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

    . the anticipated additional capital expenditures; 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>
                                                                   September 30,                    March 31,
                                                                        2001                       2001 (1)
                                                                      ----------                 -----------
<S>                                                                   <C>                         <C>
                             ASSETS                                  (unaudited)

Current assets:
  Cash and cash equivalents.....................................      $ 110,748                   $  40,290
  Accounts receivable...........................................        748,084                     109,000
  Contract work in progress.....................................        117,403                     192,243
  Related parties notes receivable..............................         74,917                      74,917
  Prepaid expenses and other current assets.....................         24,902                       9,327
  Related party advances........................................            ---                       3,207
                                                                      ---------                   ---------
       Total current assets.....................................      1,076,054                     428,984

Property and equipment, net.....................................         88,268                     110,283
Deferred tax asset..............................................            ---                      19,421
Other assets....................................................            653                         724
                                                                      ---------                   ---------
Total assets....................................................     $1,164,975                   $ 559,412
                                                                      =========                   =========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..............................................      $  56,773                   $  36,258
  Accrued expenses..............................................         60,591                      29,890
  Related party advances........................................        324,687                     321,173
  Deferred revenue..............................................            ---                      25,000
  Accrued income taxes..........................................        173,134                      21,961
  Capital lease obligations, current portion....................          3,638                       3,507
                                                                      ---------                   ---------
       Total current liabilities................................        618,823                     437,789

Capital lease obligations, net of current portion...............          8,414                      10,275
Deferred income taxes...........................................         39,917                      42,293
                                                                      ---------                   ---------
Total Liabilities...............................................        667,154                     490,357

Stockholder's equity:
  Common stock, $0.0001 par value, 50,000,000 shares............
  authorized, 4,965,000 shares issued and outstanding...........            497                         497
Retained earnings...............................................        497,131                      85,503
Accumulated other comprehensive income (loss)...................            193                     (16,945)
                                                                      ---------                   ---------
       Total stockholders' equity...............................        497,821                      69,055
                                                                      ---------                   ---------
       Total liabilities and stockholders' equity...............     $1,164,975                   $ 559,412
                                                                      =========                   =========
</TABLE>
--------------
(1) The balance sheet at March 31, 2001 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>
                                                                               Six months ended               Three months ended
                                                                               September 30,                  September 30,
                                                                    ---------------------------------    --------------------------
                                                                         2001              2000              2001          2000
                                                                       --------          --------          --------      --------
<S>                                                                    <C>               <C>               <C>           <C>
Sales...........................................................     $1,100,000        $  400,000         $ 600,000     $ 400,000

Cost of Goods Sold..............................................        352,373           178,312           117,573       178,312
                                                                       --------          --------          --------      --------
         Gross Profit...........................................        747,627           221,688           482,427       221,688

Operating Expenses
 Sales and marketing............................................         69,937                ---           23,897           ---
 General and administrative.....................................         95,678             96,790           43,006        69,859
                                                                       --------           --------         --------      --------
   Total Operating Expenses.....................................        165,615             96,790           66,903        69,859
                                                                       --------           --------          -------      --------
Income from operations..........................................        582,012            124,898          415,524       151,829

Other Income (Loss)
 Interest income................................................          1,948                 32              978            15
 Gain (loss) on foreign currency exchange.......................         (4,115)               534           (7,725)        3,161
                                                                       --------           --------          -------      --------
         Net Other Income (Loss)................................         (2,167)               566           (6,747)        3,176
                                                                       --------           --------          -------      --------
Income Before Provision For Income Taxes .......................        579,845            125,464          408,777       155,005
                                                                       --------           --------          -------      --------
Provision For Income Taxes......................................        168,217             22,365          142,128        22,365
                                                                       --------           --------         --------      --------
Net Income .....................................................      $ 411,628          $ 103,099        $ 266,649     $ 132,640
                                                                      =========         ==========        =========     =========
Basic and Diluted Income Per Share .............................       $   0.08          $    0.02        $    0.05     $    0.03
                                                                      =========         ==========        =========     =========
Shares used in computing basic and diluted net income per share
 applicable to common stockholders..............................      4,965,000          4,965,000        4,965,000     4,965,000
                                                                      =========         ==========        =========     =========
</TABLE>

                             See accompanying notes.


<PAGE>
                                        6


                              E-CITY SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                         Six months ended September 30,
                                                                     ------------------------------------
                                                                       2001                        2000
                                                                     --------                    --------
<S>                                                                  <C>                         <C>
Operating activities:
Net income .....................................................    $ 411,628                   $103,099
Adjustments to reconcile net income to
net cash from operating activities:
  Foreign exchange (gain) loss..................................        4,115                       (534)
  Depreciation and amortization.................................       22,496                     16,498
  Deferred tax provision........................................       59,338                        ---
Changes in operating assets and liabilities:
      Accounts receivable.......................................     (636,714)                       ---
      Related parties advances receivable.......................       (3,790)                       521
      Work in process...........................................       76,851                    (88,817)
      Prepaid expenses..........................................      (15,849)                    (3,809)
      Accounts payable and accrued expenses.....................       52,498                     25,498
      Related parties advances payable..........................        2,939                      8,768
      Deferred revenue..........................................      (25,000)                   (18,500)
      Accrued income tax........................................      108,879                     22,365
                                                                     ---------                  ---------
         Net cash provided by (used in) operating activities....       57,391                     65,089
                                                                     ---------                  ---------
Investing activities:

  Purchases of property and equipment...........................         (495)                   (67,090)
                                                                     ---------                  ---------
         Net cash provided by (used in) investing activities....         (495)                   (67,090)
                                                                     ---------                  ---------
Financing activities:
  Principal payments of long term debt..........................       (1,758)                    (2,301)
  Borrowings under long term debt...............................          ---                        ---
  Proceeds from stock issues....................................          ---                        492
                                                                     ---------                  ---------
         Net cash provided by (used in) financing activities....       (1,758)                    (1,809)
                                                                     ---------                  ---------
            Effect of exchange rate changes on cash................    15,320                     (4,975)
                                                                     ---------                  ---------
Net increase (decrease) in cash and cash equivalents............       70,458                     (8,785)

Cash and cash equivalents at beginning of period................       40,290                     14,658
                                                                     ---------                  ---------
Cash and cash equivalents at end of period......................    $ 110,748                   $  5,873
                                                                     =========                  =========

</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 September 30, 2001 and the
operating results and cash flows for the six months ended September 30, 2001 and
2000, 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, 2001 included in the Company's Annual Report on Form 10-KSB
filed June 28, 2001 with the Securities and Exchange Commission. The condensed
consolidated balance sheet at March 31, 2001 has been derived from audited
financial statements as of that date.

     The results of operations for the six months ended September 30, 2001 are
not necessarily indicative of results that may be expected for any other interim
period or for the full fiscal year ending March 31, 2002.

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 September 30, 2001 and March 31, 2001 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.

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.


<PAGE>
                                        9


     The following information should be read in conjunction with the Company's
Annual Report on Form 10-KSB filed on June 28, 2001 with the Securities and
Exchange Commission.

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

Overview

     E-City Software, Inc. is a Nevada corporation formed on May 12, 2000 for
the purpose of developing and commercializing computer mapping products for
organizations that utilize computerized mapping services. The Company develops
and markets products that allow our clients to provide computerized mapping
services to their customers. 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. 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 50,000 shares of common stock of E-City.

    We intend over the next 12 months, to add several new products to our
currently available product offering. We have developed a technology for
rendering 3 dimensional cityscapes of urban, suburban areas and facilities. We
design these computerized maps for our clients on a project-by-project basis. We
also license content that we have previously developed to clients under software
licensing agreements. These maps are delivered with proprietary software that we
have designed to effectively utilize their visual capabilities. We intend to add
to our product offering a computerized mapping dispatch product, a municipal
version of our proprietary viewing software, and other mapping products in the
wireless, medical and health, airport, airline and defense market segments as we
are able to find customers and distributors for such products. We have no
specific timeframe for the launch of any of these products and can make no
assurances that we will in fact launch any new products over the next twelve
months.

    In addition to the custom computer map development services and products
described above, E-City has two other products in development, which it plans to
begin selling in the first quarter of 2002. These are a licensed, on-line
version of its maps to internet websites and a paper map of its completed
cities.

    E-City intends to license its computerized mapping services either through
resellers or directly to individual customers. These customers would pay an
annual licensing fee to use E-City maps on their website. E-City intends to
offer multiple levels of animation on these maps, different user interface
options, some customization of the maps, for instance, highlighting a business'
physical location on the electronic map and intends to price these additions as
value added services to be paid for as upgrades to a simple license of E-City's
current mapping product.

     E-City currently has the ability to license the completed city maps of
Seattle, San Francisco, Las Vegas, Los Angeles, Chicago, Dallas, Denver,
Washington DC, Vancouver, BC and Victoria, BC. E-City also intends to license a
less detailed, more traditional computer map, a so-called two dimensional or 2D
map of the United States in conjunction with licenses of its visually more
detailed city maps which include buildings and landmarks, or three dimensional
or 3D maps. The 2D map capability is presently ready to be licensed to customers
in connection with E-City's other 3D product.
<PAGE>
                                       10


    E-City has not determined a price for its computer map licensing product or
the price of the value added upgrades to such a license. E-City has priced and
sold its products to its existing customers in negotiated transactions. E-City
intends to maintain this negotiated pricing structure, depending on market
research, feedback from its potential customers, and the level of interest that
it finds in the marketplace for its products.

    E-City is in the process of developing a paper map printed version of its
computer city maps. E-City has completed such a paper map for Seattle and Las
Vegas. E-City intends to complete paper maps for San Francisco, Los Angeles,
Chicago, Dallas, Denver, Washington DC, Vancouver, B.C. and Victoria, B.C. by
March 31, 2002. E-City intends to complete additional paper maps for other
cities as it completes market research on potential cities by the end of the
third quarter of 2001. E-City intends to price these maps at retail for between
$5-$8 per map, depending on the feedback received from potential distributors
and potential customers. Depending on the distribution method that E-City
selects, E-City would receive between 33% to 60% of the retail price of the
paper maps.

    Presently, E-City has one distributor of its products in Germany and one
distributor in Canada. E-City is currently looking for other strategic partners
who might be resellers of the E-City computer map licensing products. E-City has
not determined how it will price such services with respect to resellers. E-City
currently offers products to its distributors for 70% of the sales price of
products but has not determined if this pricing structure will be practicable
for markets outside of Germany or Canada. Management contemplates that pricing
in other markets will be done on a revenue-share basis, to be negotiated with a
reseller once a possible reseller or resellers have been identified. Such
pricing will be determined by the likely volume of sales a reseller might make,
any minimum order commitments a reseller might give, any synergies the reseller
might provide for E-City's other products, any marketing or brand awareness for
E-City that the reseller might provide, the depth and quality of the reseller's
customer base and the number of offers from competing resellers that E-City
receives.

<PAGE>
                                       11


Results of Operations

    Revenues were $1,100,000 during the six months ended September 30, 2001 and
$400,000 during the six months ended September 30, 2000. Revenues were $600,000
during the three months ended September 30, 2001 and $ 400,000 during the three
months ended September 30, 2000. The increases in both fiscal 2001 periods as
compared to the comparable fiscal 2000 periods resulted entirely from the
completion of additional interative city guides under the Cityscape software
development agreement as well as the completion of the city of Munich for our
German distributor.

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

     At the moment, E-City's largest customer is Cityscape.com. Cityscape has
paid E-City under a software development contract to develop 10 interactive maps
to North American cities. E-City anticipates that its sources of revenue in the
future will come from sales of its custom mapping development services to
customers under software development agreements similar to the one entered into
with Cityscape.com. E-City also anticipates that revenue will be derived from
license fees for its computer maps to individual customers on an annual license
fee basis. E-City also anticipates that revenue will be generated by sales of
E-City's paper map products.

    Cost of revenue. Cost of revenues were $352,373 during the six months ended
September 30, 2001 and $178,312 during the six months ended September 30, 2000.
Cost of revenues were $117,573 during the three months ended September 30, 2001
and $ 178,312 during the three months ended September 30, 2000. Cost of revenues
increased during the six months ended 2001 compared to the comparable fiscal
2000 period as we produced four additional city guides. Cost of revenues for the
three months ended September 30, 2001 were lower as compared to the comparable
fiscal 2000 period due to effeciency improvements in production as well as lower
data costs. We expect that our cost of revenue will increase in the next fiscal
quarter due to an expected increase in headcount as a result of expansion
initiatives.

Operating Expenses

     Sales and marketing. Sales and marketing expenses were $69,937 during the
six months ended September 30, 2001 and $0 during the six months ended September
30, 2000. Sales and marketing expenses were $23,897 during the three months
ended September 30, 2001 and $0 during the three months ended September 30,
2000. These increases in both fiscal 2001 periods compared to the comparable
fiscal 2000 periods are a result of an increase in our sales force and an
increased attendance at trade shows. We expect sales and marketing expenses to
increase substantially over the remainder of the year if E-City is successful in
developing and marketing its' paper mapping products and computer mapping
licenses and in obtaining new customers for its products and services. We
anticipate that such expenditures could be as high as $125,000 or more depending
on the level of growth.

<PAGE>
                                       12


     General and administrative. General and administrative expenses were
$95,678 during the six months ended September 30, 2001 and $96,790 during the
six months ended September 30, 2000. General and administrative expenses were
$43,006 during the three months ended September 30, 2001 and $69,859 during the
three months ended September 30, 2000. These decreases in both fiscal 2001
periods compared to the comparable fiscal 2000 periods is due to a leveling off
in the number of administrative and management personnel as well as a reduction
in legal and professional expenses. We expect that our general and
administrative costs will be proportionaly higher in the next fiscal quarter
depending on the success of our sales efforts.

     Provision for income taxes. We have recorded $168,217 as a provision for
income taxes during the six months ended September 30, 2001 and $22,365 for the
six months ended September 30, 2000. We recorded $142,128 as a provision for
income taxes during the three months ended September 30, 2000 and $22,365 during
the three months ended September 30, 2000. These increases in both fiscal 2001
periods compared to the comparable fiscal 2000 periods are due to an increase in
net income over the respective periods.

Financial Condition

    For the period ended September 30, 2001 E-City had net income of $411,628
while for the period ended September 30, 2000, the Company had net income of
$103,099. Also, for the period ended September 30, 2001, the Company had a
working capital surplus of $457,231 while for the period ended September 30,
2000, the Company had a working capital deficit of $59,153.

    E-City has formulated a plan involving several efforts including an
increased marketing effort to contact potential customers. Expenses and costs
are also being examined to determine their need and effectiveness to meet the
Company's goals. Various equity sources are also being explored in order to
generate cash if needed. Along with exploring equity sources, E-City is also
pursuing financing options, although nothing specific has yet been established
with an investor or financing party. If needed, E-City has also considered
cutting back on its projects which would entail a reduction of force and related
expenses and curtailment of certain advertising and marketing efforts.

    The Company currently has limited cash reserves. There are reserves of less
than three month's of operating cash and payments from Cityscape under the
software development agreement cannot be assured. 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>
                                       13


Liquidity and capital resources

    The Company continues to finance its growth primarily through funds
generated from operations. For the period ended September 30, 2001, net cash
provided by operating activities was $57,391. As of September 30, 2001, we had
cash and cash equivalents of $110,748. Net cash provided by operating activities
was $65,089 for the six months ended September 30, 2000. Net cash provided by
operating activities for the six months ended September 30, 2001 was primarily
the result of a net income, a decrease in work in progress, an increase in
accounts payable and accrued expenses and an increase in accrued income tax
offset by increases in accounts receivable and a decrease in deferred revenue.
Net cash provided by operating activities for the six months ended September 30,
2000, was primarily attributable to an increase in net income, an increase in
accounts payable and accrued expenses and an increase in accrued income tax
offset by an increase in work in progress and a decrease in deferred revenue.

     Net cash used in investing activities was $495 for the six months ended
September 30, 2001. Net cash used in investing activities was $67,090 for the
six months ended September 30, 2000. Net cash used in investing activities for
the six months ended September 30, 2001 consisted entirely from the purchase of
software related to our filing requirements with the SEC. Net cash used in
investing activities for the six months ended September 30, 2000 consisted of
investments in capital equipment.

     Net cash used in financing activities was $1,758 for the six months ended
September 30, 2001 and $1,809 for the six months ended September 30, 2000. Net
cash used in financing activities for the six months ended September 30, 2001
and 2000 were attributable to lease payments associated with a Company vehicle.

     For the six months ended September 30, 2001 and 2000, the Company had
contract work in progress of $117,403 and $162,986, respectively. Contract work
in progress represents the costs to produce our software products and is
accumulated as an asset and recorded as costs of goods sold when revenue is
recognized. Management has elected to include into work in progress a portion of
general and administrative costs based on a reasonable usage for the direct
production of our software products. Other direct costs are included at 100%
until the revenue is recognized.

     Work on our Airport Maps, Vehicle Dispatch System, and the Town of Markham
contributed $ 59,924, $27,459 and $30,020 respectively towards work in progress
during the six months ended September 30, 2001. 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 September 30, 2001, all projects for which
costs have been incurred are expected to be completed within twelve months and,
accordingly, contract work in progress is included in current assets.

<PAGE>
                                       14


        As of September 30, 2001, our principal commitments consisted of
obligations outstanding under related party advances 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, cash equivalents
and restricted cash, will be sufficient to meet our working capital and capital
expenditure requirements for less than three months. Nevertheless, we may seek
additional capital through private equity, equipment lease facilities, bank
financings or other types of financing. Capital requirements will depend on many
factors, including the rate of sales growth, market acceptance of our services,
costs of providing our services, the timing and extent of research and
development projects and levels of our operating expenses. To the extent that
existing cash and cash equivalents balances and any cash from operations are
insufficient to fund our future activities, we may need to raise additional
funds through public or private equity or debt financing. In addition, although
there are no present understandings, commitments or agreements with respect to
any acquisition of other businesses, services, products and technologies, we may
from time to time evaluate potential acquisitions, which could increase our
capital requirements.

     While E-City is optimistic about the Company's long-term prospects, the
following issues and uncertainties, among others, should be considered in
evaluating its growth outlook.

     We need working capital to execute our business plan and, in the future, we
may acquire or make investments in complementary businesses, products, services
or technologies on an opportunistic basis when we believe they will assist us in
carrying out our business strategy. We do not have any present understanding,
nor are we having any discussions relating to any such acquisition or
investment. Any such acquisition or investment could harm our operating results
or cause our stock price to decline because:

-    the  amount  of time  and  level  of  resources  required  to  successfully
     integrate its business operation could be substantial;
-    challenges in assimilating personnel, organizational structure, and
     technology could cause significant delays in executing other key areas of
     our business plan;
-    the key  personnel of the  acquired  company may decide not to work for us,
     which could result in the loss of key  technical  or business  knowledge to
     us; and
-    we may have to incur debt or issue equity securities to pay for any future
     acquisitions, the issuance of which could be dilutive to our existing
     stockholders.

     We believe that our current cash and cash equivalents will be insufficient
to meet our anticipated cash needs for working capital and capital expenditures
through January 2002. If cash generated from operations is insufficient to
satisfy our liquidity requirements after that date, we may seek to sell
additional equity or debt securities or to obtain a credit facility; however, at
the present time, we have not entered into any arrangements or understandings
with respect to any such financings. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. The incurrence of indebtedness would result in an increase in our
fixed obligations and could result in operating covenants that would restrict
its operations. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. If financing is not available
when required or is not available on acceptable terms, we may be unable to
develop or enhance our products or services. In addition, we may be unable to
take advantage of business opportunities or respond to competitive pressures.
Any of these events could have a material and adverse effect on our business,
results of operations and financial condition.

<PAGE>
                                       15


Cash requirements

    Presently, without the sale of additional shares, we do not have sufficient
capital to maintain, grow or continue our operations for the next 12 months. Our
plan of operation is therefore dependent upon our ability to raise capital. We
have less than three months of working capital or cash available presently. We
need to raise additional funds as soon as practicable. We presently have no
arrangements or understandings with any investors or potential investors with
respect to an investment in E-City. We have not decided at what price or under
what terms we will raise such additional funds. The factors that we will utilize
in making such a decision include, our success in developing new customers or
strategic partners for E-City, the market valuation of our competitors, the
availability of investments generally for development stage start-up companies
and the feedback that we receive from potential investors. We intend to target
potential customers and potential strategic partners as possible investors in
E-City, though we have not received any indications of interest so far. E-City
has identified acquaintances of the officers and directors who are interested in
providing debt or equity financing for E-City. E-City has not reached any terms
with such prospective investors in which such financing would be forthcoming.
E-City intends to pursue these sources of possible financing. In addition,
E-City intends to pursue financing via venture capital funds and private capital
groups. E-City has not yet identified any specific venture capital funds or
private capital groups. E-City intends to identify such funds by January 31,
2002. There can be no assurance that E-City will be successful in identifying
appropriate funds or that such funds, if identified, will be willing to make an
investment in E-City on financial terms acceptable to E-City. E-City also
intends to solicit proposals from investment banking firms to conduct financing
on behalf of the Company. E-City has not identified any specific investment
banking firm to date. E-City intends to identify an appropriate investment
banking firm by January 31, 2002. There can be no assurance that E-City will be
successful in identifying an appropriate investment banking firm or that once
identified such an investment banking firm will be willing and able to provide
financing to E-City under acceptable terms and conditions. If we are unable to
raise additional or sufficient funds for E-City, we will have to abandon our
additional hiring plans, possibly close either our Seattle or Vancouver office
to consolidate, abandon our plan to produce paper maps, reduce staff or
salaries, increase the number of customers, or some combination thereof. These
steps may not be sufficient and we may fail, even with these measures, if we are
unsuccessful in raising additional funds under acceptable terms.

<PAGE>
                                       16

Research and development

    We intend to develop an ability over the next twelve months to deliver our
maps via hand held, internet enabled devices, such as a cellular phone or a Palm
Pilot or other personal electronic device. We do not yet know how much it will
cost to develop such an ability. We also intend to continue to develop
techniques for compressing our computer maps, shrinking their file size, so that
we might transmit them faster over the world wide web. We do not yet know how
much it will cost to do this. The factors we will use to determine how much
money to spend on research and development will include, feedback from our
customers, the expenditures of our competitors, the availability and terms of
additional financing that we intend to seek, our available cash and general
market conditions.

Plant and equipment

    We currently have offices in Seattle, Washington and Vancouver, British
Columbia. Most of our core software development and mapping and animation
technology will be hosted in Vancouver where the employee base is large and
wages are generally lower than in most regions of the United States for software
developers. We would like to expand our Seattle and Vancouver offices if we are
able to hire additional employees and our customer growth supports such an
expansion. According to the growth plan that we have currently, we will need
approximately 5000 additional square feet of office space between the two
facilities. We believe that this space will be available to lease on an already
improved basis and should cost us approximately $60,000 per year in office lease
payments.

Employees

    We plan to hire approximately 15 additional developers in the next 12 months
to meet business expansion and continue servicing existing and new clients,
developing existing and new business lines, and augmenting our management,
marketing, sales and business development capacities. We intend to hire an
additional 8 to 10 sales and marketing staff members. This should bring our
total of new hires to around 25 over the course of the next 12 months. We
estimate the average cost of each new hire to be approximately $45,000 per year.
If we are unable to afford to hire so many people, we will scale back our
expansion plans accordingly.

<PAGE>
                                       17


                            PART II OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     None.

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

     None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  List of Exhibits

     None.

     (b)  Reports on Form 8-K.

     We did not file any reports on Form 8-K during the quarter ended September
     30, 2001.

 <PAGE>
                                       18


                                    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:  November 14, 2001