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, 2004

                                       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)


               1600 Canal Street, Ste 1418
                    New Orleans, LA                       70112
       (Address of principal executive offices)    (Zip/Postal Code)


                                 (504) 524-5425
                               (Telephone Number)
                              -------------------

     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 45,130,000 shares of the Company's Common Stock, par value
$0.0001, outstanding on August 1, 2004.

================================================================================
<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

Item 3        Controls and Procedures..............................................................  14

PART II       OTHER INFORMATION....................................................................  15

Item 1        Legal Proceedings....................................................................  15

Item 2        Changes in Securities................................................................  15

Item 3        Defaults upon Senior Securities......................................................  15

Item 4        Submission of Matters to a Vote of Security Holders..................................  15

Item 5        Other Information....................................................................  15

Item 6        Exhibits and Reports on Form 8-K.....................................................  15

Signature..........................................................................................  16

</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.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      June 30,                    March 31,
                                                                        2004                       2004 (1)
                                                                      ----------                 -----------
<S>                                                                   <C>                         <C>
                             ASSETS                                  (unaudited)

Current assets:
  Cash and cash equivalents.....................................      $      95                   $     119
                                                                      ---------                   ---------
       Total current assets.....................................             95                         119

Property and equipment, net.....................................            173                         198
                                                                      ---------                   ---------
Total assets....................................................     $      268                   $     317
                                                                      =========                   =========

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable..............................................      $  66,334                   $  62,829
  Related party note payable....................................        135,545                     132,170
  Accrued expenses..............................................          2,495                       2,495
                                                                       ---------                   ---------
       Total current liabilities................................        204,374                     197,494
                                                                       ---------                   ---------
Total liabilities...............................................        204,374                     197,494

Stockholders' deficit:
  Common stock, $0.0001 par value, 50,000,000 shares
  authorized, 45,130,000 and 45,130,000 shares issued and
  outstanding respectively......................................          4,513                       4,513
Additional paid in capital......................................        359,985                     359,985
Accumulated deficit.............................................       (548,814)                   (541,031)
Accumulated other comprehensive income (loss)...................        (19,790)                    (20,644)
                                                                       ---------                   ---------
       Total stockholders' deficit                                     (204,106)                   (197,177)
                                                                       ---------                   ---------
       Total liabilities and stockholders' deficit...............     $     268                   $     317
                                                                      =========                   =========
</TABLE>
--------------
(1) The balance sheet at March 31, 2004 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.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                        Three months ended
                                                                             June 30,
                                                                    --------------------------
                                                                        2004           2003
                                                                      --------       ---------
<S>                                                                   <C>          <C>
Sales...........................................................     $       -     $         -

Cost of Goods Sold..............................................             -               -
                                                                      --------        --------
         Gross Profit...........................................             -               -

Operating Expenses
  General and administrative.....................................        7,783          49,073
                                                                       -------         -------
   Total Operating Expenses.....................................         7,783          49,073
                                                                      --------        --------
Income (loss) from operations...................................        (7,783)        (49,073)


Net Income (Loss)...............................................    $   (7,783)      $ (49,073)
                                                                     =========       ==========
Basic and Diluted Income (Loss) Per Share.......................     $   (0.00)      $   (0.00)
                                                                     =========       ==========
Shares used in computing basic and diluted net loss per share
 applicable to common stockholders..............................     45,130,000      24,745,385
                                                                     ==========      ==========

</TABLE>

                             See accompanying notes.
<PAGE>
                                        6


                              E-CITY SOFTWARE, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                         Three months ended June 30,
                                                                     ------------------------------------
                                                                       2004                        2003
                                                                     --------                    --------
<S>                                                                  <C>                         <C>
Operating activities:
Net income (loss)...............................................    $  (7,783)                 $ (49,073)
Net cash from operating activities:
  Depreciation and amortization.................................           25                      1,770
  Settlement expense............................................            -                     40,000

Changes in operating assets and liabilities:
      Accounts payable and accrued expenses.....................        4,359                      7,194
      Related parties notes payable.............................        3,375                          -
                                                                     ---------                  ---------
         Net cash provided by (used in) operating activities....          (24)                      (109)

                                                                     ---------                  ---------
Financing activities:

  Principal payments of long term debt..........................            -                          -
                                                                     ---------                  ---------
         Net cash provided by (used in) financing activities....            -                          -
                                                                     ---------                  ---------
            Effect of exchange rate changes on cash................         -                        (22)
                                                                     ---------                  ---------
Net increase (decrease) in cash and cash equivalents............          (24)                      (131)

Cash and cash equivalents at beginning of period................          119                        174
                                                                     ---------                  ---------
Cash and cash equivalents at end of period......................     $     95                   $     43
                                                                     =========                  =========


</TABLE>
                             See accompanying notes.



<PAGE>
                                        7


                               E-CITY SOFTWARE, INC.

                      NOTES TO 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 Butterfly Software, Inc, A British Columbia, Canada
corporation, (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, 2004 and the
operating results and cash flows for the three months ended June 30, 2004
and 2003, 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, 2004 included in the Company's Annual Report on Form 10-KSB
filed July 14, 2004 and all amendments thereto. The consolidated balance sheet
at March 31, 2004 has been derived from audited financial statements as of that
date.

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. During the three months ended
June 30, 2004 the Company incurred a net loss of $7,783. During the three
months ended June 30, 2004, the Company had no revenues, and the
accumulated deficit totaled $548,814. These factors, among others, indicate that
the Company may be unable to continue as a going concern. The accompanying
financial statements do not include any adjustments relating to the carrying
amount and classification of recorded assets or the amount and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.

     The results of operations for the three months ended June 30, 2004 are
not necessarily indicative of results that may be expected for any other interim
period or for the full fiscal year ending March 31, 2005.

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.

Business Condition -- Our only present prospect for revenue is the uncompensated
efforts of our chief executive officer, William Robinson. William Robinson is
also the CEO of Proxity Digital Networks, Inc. (PDNW)and its wholly owned
subsiduary On Alert Systems, Inc. and On Alert is the holder of 35,000,000
common shares of E-City Software, Inc.  In September 2003, we entered into an
amended strategic alliance agreement with On Alert Systems, Inc.  The agreement
provides that E-City give On Alert a global exclusive license to develop,
produce and distribute all of the Company's mapping software in return for a
revenue share of 5% of the net profits from the sale of the mapping software.
Mr. Robinson may also attempt to locate customers for some of E-City's developed
computer mapping products. We intend over the next 12 months to focus on
increasing our cash position by means of a combination of the following: (i) the
sale of equity or debt securities in the company; and (ii) sales of our existing
computer mapping products through direct sales negotiated primarily by our Chief
Executive Officer, William Robinson. No assurances can be given that the Company
will be successful in deriving cash flows and revenues from any of the above
methods.

Use of Estimates -- The preparation of financial statements in conformity with
generally accepted accounting principles in The United States of America
requires management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

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, 2004 and March 31, 2004 there were no projects in
process.

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.

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,
2004 and 2003.


<PAGE>
                                        9



NOTE 3 - 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.

On October 25, 2002 the company was notified that a judgment was awarded in the
amount of $32,906.97 in this matter. The Company has filed a motion against the
award of attorney fees.

On December 11, 2002 the Company executed a partial settlement agreement whereby
computer equipment was transferred resulting in a $7,500 reduction in the amount
owing to this former employee.

On August 20, 2003 On Alert Systems, Inc. assumed responsibility for paying this
debt. On Alert signed a settlement agreement on October 21, 2003 agreeing to pay
$12,500 to the former employee and also executed a settlement agreement whereby
the former employee agreed to a $19,505 reduction in the amount owed.

NOTE 4 - STOCKHOLDERS' EQUITY

On May 23, 2003, the Company entered into a settlement agreement with Cityscape
to release and absolve all parties from any commitments generated from a prior
software license agreement. As consideration for this agreement, the Company
agreed to pay Cityscape $40,000.

On May 23, 2003, the Company entered into a strategic alliance agreement with On
Alert Systems, Inc. E-City and On Alert Systems also agreed to cooperate with
each other to enhance the mutual possibilities of sales relating to On Alert's
exclusive marketing and distribution agreement for the On Alert GDStm gunshot
detection system and E-City's computer mapping markets. As part of this
agreement, the Company agreed to sell On Alert Systems 35,000,000 shares
of common stock for the payment of the $40,000 liability discussed above to
Cityscape.

On May 23, 2003, in connection with the above mentioned agreements, the Company
entered into a consulting agreement with the former president of the Company. As
consideration for the agreement, the former president will return to the Company
2,149,000 of his personal shares of common stock in his custody or control and
the Company will issue him options to purchase 2,417,350 shares of common stock
at $0.01 per share. In the event the Company is unable to deliver, issue and
register the 2,417,500 options, the former president will be able to reclaim his
2,149,000 shares of common stock.

Note 5 - Note Payable

In August 2003, the Company executed a promissory note in favor of On Alert
Systems, Inc. for assuming outstanding liabilities of the Company in the amount
of $167,378.94, at 8.5% interest. On Alert also agreed to advance the monies
necessary to keep E-City Software, Inc. current in its required SEC filings.
As of June 30, 2004, On Alert had satisfied $152,243.97 of the Company's
outstanding debt.

Note 6 - Amendment to Strategic Alliance Agreement

In September 2003, the Company amended its strategic alliance agreement
with On Alert Systems, Inc. and agreed to license its mapping software system to
On Alert Systems, Inc.  The terms of the agreement called for On Alert to assume
the current outstanding liabilities of E-City Software and to negotiate
settlement on favorable terms and to pay a revenue share of 5% of net profits on
the sale of the mapping software.

Note 7 - Contingencies and Settlements

In October 2003, the Company executed a mutual release with the former
president,  Anis Jessa.  The result was the cancellation of all outstanding
options to purchase Company stock owned by Jessa, but also the return to Jessa
of 2,149,000 shares of the Company's stock owned by Jessa.  Each party released
the other from all other obligations.

In October 2003, On Alert Systems, Inc. and Billy Robinson entered into a
settlement agreement with Walter J. Wiley to settle $32,906.97 in total
liabilities for $12,500, pursuant to an October 2002 judgment against the
Company in favor of Wiley.

In October 2003, the Company executed a letter of intent with PKI Solutions,
Inc., a Nevada corporation ("PKIS") to acquire certain PKIS assets in exchange
for fifty percent (50%) of the Company's outstanding stock post-closing.  Once
funded, the Company would have been obligated to pay PKIS a monthly consulting
fee to provide specific online functions, administrative and management duties
in an amount not to exceed twenty-five thousand dollars ($25,000.00). Since
that time, the letter of intent has expired. The company is currently
renegotiating and restructuring the transaction with PKIS. No definitive
documents have been executed to date.



<PAGE>
                                       10


     The following information should be read in conjunction with the Company's
Annual Report on Form 10-KSB filed on July 14, 2004 with the Securities and
Exchange Commission and all amendments thereto.

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


   The following discussion and analysis of our financial condition and results
of our operations should be read in conjunction with our financial statements
and related notes appearing elsewhere in this report. This discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. The actual results may differ materially from those anticipated
in these forward-looking statements.


On May 23, 2003, the Company entered into a settlement agreement with Cityscape
to release and absolve all parties from any commitments generated from a prior
software license agreement. As consideration for this agreement, the Company
agreed to pay Cityscape $40,000.

On May 23, 2003, the Company entered into a strategic alliance agreement with On
Alert Systems, Inc. E-City and On Alert Systems also agreed to cooperate with
each other to enhance the mutual possibilities of sales relating to On Alert's
exclusive marketing and distribution agreement for the On Alert GDStm gunshot
detection system and E-City's computer mapping markets. As part of this
agreement, the Company agreed to sell On Alert Systems 35,000,000 shares
of common stock for the payment of the $40,000 liability discussed above to
Cityscape.

On May 23, 2003, in connection with the above mentioned agreements, the Company
entered into a consulting agreement with the former president of the Company. As
consideration for the agreement, the former president will return to the Company
2,149,000 of his personal shares of common stock in his custody or control and
the Company will issue him options to purchase 2,417,350 shares of common stock
at $0.01 per share. In the event the Company is unable to deliver, issue and
register the 2,417,500 options; the former president will be able to reclaim his
2,149,000 shares of common stock.

In August 2003, the Company executed a promissory note in favor of On Alert
Systems, Inc. for assuming outstanding liabilities of the Company in the amount
of $167,378.94, at 8.5% interest.  On Alert also agreed to advance the monies
necessary to keep E-City Software, Inc. current in its required SEC filings.
As of June 30, 2004, On Alert had satisfied $152,243.97 of the Company's
outstanding debt.

On August 19, 2003 the Company filed an amended Form 10KSB for the fiscal year
ended March 31, 2003.

On August 19, 2003 the Company filed an amended Form 10QSB for the quarter ended
June 30, 2003.

In September 2003, the Company amended its strategic alliance agreement and
agreed to license its mapping software system to On Alert Systems, Inc.  The
terms of the agreement called for On Alert to assume the current outstanding
liabilities of E-City Software and to negotiate settlement on favorable terms
and to pay a revenue share of 5% of net profits on the sale of the mapping
software.

In October 2003, the Company executed a mutual release with the former
president, Anis Jessa.  The result was the cancellation of all outstanding
options to purchase Company stock owned by Jessa, but also the return to Jessa
of 2,149,000 shares of the Company's stock owned by Jessa.  Each party released
the other from all other obligations.

In October 2003, On Alert Systems, Inc. and Billy Robinson entered into a
settlement agreement with Walter J. Wiley to settle $32,906.97 in total
liabilities for $12,500, pursuant to an October 2002 judgment against the
Company in favor of Wiley.

In October 2003, the Company executed a letter of intent with PKI Solutions,
Inc., a Nevada corporation ("PKIS") to acquire certain PKIS assets in exchange
for fifty percent (50%) of the Company's outstanding stock post-closing.  Once
funded, the Company would have been obligated to pay PKIS a monthly consulting
fee to provide specific online functions, administrative and management duties
in an amount not to exceed twenty-five thousand dollars ($25,000.00). Since
that time, the letter of intent has expired. The company is currently
renegotiating and restructuring the transaction with PKIS. No definitive
documents have been executed to date.


Overview

     We currently have no full-time employees, one part time employee, two
consultants, less than $1,000 in cash, no customers and no current prospects for
customers or financing. Although we have historically been in the business of
supplying computer mapping services and products, sales and support of such
products and services are currently impossible due to our resource situation.

     Our only present prospect for revenue is the uncompensated efforts of our
Chief Executive Officer, William Robinson.  We have entered into an amended
strategic alliance agreement with On Alert Systems, Inc.  The agreement calls
for a revenue share of 5% of the net profits on the sale of the mapping
software. Mr. Robinson may also attempt to locate customers for some of E-City's
developed computer mapping products.  Even if Mr. Robinson were able to locate
customers for these products, we would require financing and human resources in
order to be able to support and develop these products.  We also continue to
look for merger and or acquisitions to create new business opportunities.

    We intend over the next 12 months to focus on increasing our cash position
by means of a combination of the following: (i) the sale of equity or debt
securities in the company; and (ii) sales of our existing computer mapping
products through direct sales negotiated primarily by our chief executive
officer, William Robinson. If we are unsuccessful in improving our cash position
by a combination of these methods to a level sufficient to fund our continued
operations, we will seek a sale of corporate assets. We have not established a
timeframe in which such a decision would be made. We have no specific entities
with whom we are in acquisition discussions, nor can we be certain that any of
these methods will be successful in improving our cash situation. We believe
that our corporate assets, as they currently exist, without additional customers
or product development, will be very difficult to liquidate and of uncertain
value.

   Due to our present cash situation, we have substantially curtailed our plans
for growth over the next 12 months. We have no plans to hire any full time staff
or any additional staff unless our financing situation improved. We have also
cancelled our plans to improve our direct sales capabilities. At present, our
only prospects for revenue lie in the sale of our assets or the personal, direct
sales efforts of chief executive officer, William Robinson. We have no plans to
develop any additional products or services until our cash position improves.


<PAGE>

                                       11



Results of Operations

    Revenues were $0 during the three months ended June 30, 2004
and 2003.  Although E-City had a number of prospective customers from
April 2002 until July 2002, we were unable to successfully negotiate or
enter into licensing transactions with these prospective customers due to our
financial instability. As we were unable to secure such customers, our financial
instability worsened and we effectively ceased operations in August 2002.

     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.

    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
except through the direct sales efforts of chief executive officer William
Robinson or until the financing situation otherwise improves and E-City has the
resources to begin offering computer mapping products and services for sale.

  Currently E-City has no revenue and recently entered into a license agreement
with On Alert Systems to license the company's mapping technology. We have no
additional signed contracts that we believe would produce revenue and no
immediate prospects for any revenue. E-City anticipates that its future revenue
will come from the direct sales efforts of Chief Executive Officer William
Robinson or until the financing situation otherwise improves and E-City has the
resources to begin offering computer mapping products and services for sale.

Cost of revenue. Cost of revenues were $0 for the three month
periods ended June 30, 2004 and 2003 respectively as we were unsuccessful
in generating any sales.



Operating Expenses

     Sales and marketing. Sales and marketing expenses were $0 during the three
months ended June 30, 2004 and 2003. There have been no sales and marketing
expenses for both three month periods ended 2004 and 2003 respectively as
all sales and marketing related activities were eliminated. We expect no sales
and marketing expenses over the remainder of the year unless our financial
condition improves.

     General and administrative. General and administrative expenses were $7,783
during the three months ended June 30, 2004 and $49,073  during the three months
ended June 30, 2003.  General and  administrative  expenses  decreased for three
month period ended 2004 compared to the comparable fiscal 2003 period due mainly
to the settlement  expense of $40,000 incurred during the period ending June 30,
2003. General and administrative expenses during the three months ended June 30,
2004 comprised mainly of a accounting fees and interest on the note payable with
On-Alert  Systems,  Inc. We expect our general and  administrative  costs in the
next  fiscal  quarter  to be  consistent  with  the  current  quarter  as we are
maintaining only minimal operations.

<PAGE>
                                       12

Financial Condition

    For the period ended June 30, 2004, E-City had a net loss of $7,783
while for the period ended June 30, 2003, the Company had a net loss of
$49,073. Also, for the period ended June 30, 2004, the Company had a
working capital deficit of $204,279 while for the period ended June 30,
2003, the Company had a working capital deficit of $111,857.

    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.


Liquidity and capital resources

    For the period ended June 30, 2004, net cash used in operating
activities was $24. As of June 30, 2004, we had cash and cash
equivalents of $95. Net cash used in operating activities for the three
months ended June 30, 2004 was primarily the result of a net loss offset by
an increase in accounts payable and accrued expenses, an increase in notes
payable and an increase in depreciation expenses. Net cash used in operating
activities for the three months ended June 30, 2003 was primarily the result
of a net loss offset by a by an increase in accounts payable and accrued
expenses, depreciation expenses as well as a settlement expense.

      Net cash used in financing activities was $0 for both the three months
ending June 30, 2004 and 2003 respectively.



<PAGE>
                                       13


     As of June 30, 2004 our principal commitments consisted of our
obligations outstanding under accrued expenses, accounts payable and our note
payable to On-Alert Systems, Inc. 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 exhausted all of our working capital. We have
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 some form of financing
taking place or being approached by a customer willing to finance further
computer map development.

    We need to secure additional cash as soon as possible. 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.

     E-City's short-term prospects are minimal. Management has substantial doubt
about its ability to maintain even the presently minimal level of operations
should the liquidity situation not improve. Without raising any additional cash
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.



Cash requirements

    Presently, without additional cash, we will not be able to continue
operations. We have exhausted all of our working capital. Our continued
operation is therefore dependent upon our ability to secure additional cash. We
need to raise additional funds as soon as practicable, through new product or
service sales or through the sale of equity or debt securities in the company.
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 our
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.

<PAGE>
                                       14


Research and development

    We have no present intention to spend any resources on research or
development over the next 12 months. It is possible that we will be able to
continue developing commercial products and services in the context of paid
development contracts with prospective clients. There can be no assurance that
we will secure any additional customers. Even if we are successful in securing
additional customers, there can be no assurance that the terms and conditions
under which we operate with new customers will permit us to conduct useful
research and development in the context of those projects. If there should be a
substantial improvement in our liquidity and cash situation management will
evaluate possible research and development opportunities available at that time.


Plant and equipment

    We currently have an office in New Orleans, LA. We believe our currently
available space should be sufficient for our needs for the next twelve months.

Employees

   We have no current plans to hire any additional employees. We believe our
revenue and growth will be derived primarily through addition distributors. If
such growth materializes, we would need to increase our production staff in
proportion to the amount of computer mapping services or product sales supplied
by our distributors or solicited by the company directly in direct sales.


ITEM 3.   Controls and Procedures


(a) The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the principal financial officer of the
Company concluded that the Company's disclosure controls and procedures were
adequate.

(b) Changes in internal controls. The Company made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.


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                                       15


                            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. 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.

On October 25, 2002 a judgment was awarded in the amount of $32,906.97 in this
matter. The Company has filed a motion against the award of attorney fees.

On December 11, 2002 the Company executed a partial settlement agreement whereby
computer equipment was transferred resulting in a $7,500 reduction in the amount
owing to this former employee.

On August 20, 2003 On Alert Systems assumed responsibility for paying this debt.
On Alert signed a settlement agreement on October 21, 2003 agreeing to pay
$12,500 to the former employee and also executed a settlement agreement whereby
the former employee agreed to a $19,505 reduction in the amount owed.



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

      31.1 - CERTIFICATION PUSUANT TO SECTION 302

      32.1 - 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.

     The Company filed a Current Report on Form 8-K on May 27, 2003.


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                                       16


                                    SIGNATURES

     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/ William C. Robinson
                                         -----------------------------
                                         William C. Robinson
                                         Chief Executive Officer
                                         (Duly Authorized Officer and Principal
                                         Financial and Accounting Officer)

Dated:  August 16, 2004