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 December 31, 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 9,930,000 shares of the Company's Common Stock, par value
$0.0001, outstanding on February 1, 2002.

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

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

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

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

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

PART II       OTHER INFORMATION....................................................................  18

Item 1        Legal Proceedings....................................................................  18

Item 2        Changes in Securities................................................................  18

Item 3        Defaults upon Senior Securities......................................................  18

Item 4        Submission of Matters to a Vote of Security Holders..................................  18

Item 5        Other Information....................................................................  18

Item 6        Exhibits and Reports on Form 8-K.....................................................  18

Signature..........................................................................................  19
</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 the timely receipt of accounts receivable;

    . 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>
                                                                   December 31,                    March 31,
                                                                        2001                       2001 (1)
                                                                      ----------                 -----------
<S>                                                                   <C>                         <C>
                             ASSETS                                  (unaudited)

Current assets:
  Cash and cash equivalents.....................................      $ 198,117                   $  40,290
  Accounts receivable...........................................        945,611                     109,000
  Contract work in progress.....................................        181,623                     192,243
  Related parties notes receivable..............................         45,000                      74,917
  Prepaid expenses and other current assets.....................         13,735                       9,327
  Related party advances........................................          7,159                       3,207
                                                                      ---------                   ---------
       Total current assets.....................................      1,391,245                     428,984

Property and equipment, net.....................................         77,453                     110,283
Deferred tax asset..............................................            ---                      19,421
Other assets....................................................            617                         724
                                                                      ---------                   ---------
Total assets....................................................     $1,469,315                   $ 559,412
                                                                      =========                   =========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..............................................      $  58,315                   $  36,258
  Accrued expenses..............................................         59,739                      29,890
  Related party advances........................................        330,000                     321,173
  Deferred revenue..............................................            ---                      25,000
  Accrued income taxes..........................................        299,876                      21,961
  Capital lease obligations, current portion....................          3,675                       3,507
                                                                      ---------                   ---------
       Total current liabilities................................        751,605                     437,789

Capital lease obligations, net of current portion...............          7,398                      10,275
Deferred income taxes...........................................         18,628                      42,293
                                                                      ---------                   ---------
Total Liabilities...............................................        777,631                     490,357

Stockholder's equity:
  Common stock, $0.0001 par value, 50,000,000 shares............
  authorized, 9,930,000 shares issued and outstanding...........            993                         993
Retained earnings...............................................        689,935                      85,007
Accumulated other comprehensive income (loss)...................            756                     (16,945)
                                                                      ---------                   ---------
       Total stockholders' equity...............................        691,684                      69,055
                                                                      ---------                   ---------
       Total liabilities and stockholders' equity...............     $1,469,315                   $ 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>
                                                                             Nine months ended              Three months ended
                                                                               December 31,                  December 31,
                                                                    ---------------------------------    --------------------------
                                                                         2001              2000              2001          2000
                                                                       --------          --------          --------      --------
<S>                                                                    <C>               <C>               <C>           <C>
Sales...........................................................     $1,600,000        $  600,000         $ 500,000     $ 200,000

Cost of Goods Sold..............................................        425,468           245,815            73,095        67,503
                                                                       --------          --------          --------      --------
         Gross Profit...........................................      1,174,532           354,185           426,905       132,497

Operating Expenses
 Sales and marketing............................................         94,710                ---           24,773           ---
 General and administrative.....................................        143,046            187,248           47,368        90,458
                                                                       --------           --------         --------      --------
   Total Operating Expenses.....................................        237,756            187,248           72,141        90,458
                                                                       --------           --------          -------      --------
Income from operations..........................................        936,776            166,937          354,764        42,039

Other Income (Loss)
 Interest income................................................          5,088                 37            3,560             5
 Gain (loss) on foreign currency exchange.......................        (10,011)             1,302           (5,896)          768
                                                                       --------           --------          -------      --------
         Net Other Income (Loss)................................         (4,923)             1,339           (2,336)          773
                                                                       --------           --------          -------      --------
Income Before Provision For Income Taxes .......................        931,853            168,276          352,428        42,812
                                                                       --------           --------          -------      --------
Provision For Income Taxes......................................        326,925             42,676          158,708        20,311
                                                                       --------           --------         --------      --------
Net Income .....................................................      $ 604,928          $ 125,600        $ 193,720     $  22,501
                                                                      =========         ==========        =========     =========
Basic and Diluted Income Per Share .............................       $   0.06          $    0.01        $    0.02     $    0.00
                                                                      =========         ==========        =========     =========
Shares used in computing basic and diluted net income per share
 applicable to common stockholders..............................      9,930,000          9,930,000        9,930,000     9,930,000
                                                                      =========         ==========        =========     =========
</TABLE>

                             See accompanying notes.


<PAGE>
                                        6


                              E-CITY SOFTWARE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                        Nine months ended December 31,
                                                                     ------------------------------------
                                                                       2001                        2000
                                                                     --------                    --------
<S>                                                                  <C>                         <C>
Operating activities:
Net income .....................................................    $ 604,928                   $125,600
Adjustments to reconcile net income to
net cash from operating activities:
  Foreign exchange (gain) loss..................................       10,011                      1,302
  Depreciation and amortization.................................       32,437                     26,162
  Deferred tax provision........................................       38,049                        ---
Changes in operating assets and liabilities:
      Accounts receivable.......................................     (835,134)                       ---
      Related parties advances receivable.......................       21,507                        507
      Work in process...........................................       10,300                    (96,756)
      Prepaid expenses..........................................       (4,598)                   (10,225)
      Accounts payable and accrued expenses.....................       52,067                     25,169
      Related parties advances payable..........................        8,604                      2,188
      Deferred revenue..........................................      (25,000)                   (10,000)
      Accrued income tax........................................      235,621                     42,676
                                                                     ---------                  ---------
         Net cash provided by (used in) operating activities....      148,792                    106,623
                                                                     ---------                  ---------
Investing activities:

  Purchases of property and equipment...........................         (495)                   (67,200)
                                                                     ---------                  ---------
         Net cash provided by (used in) investing activities....         (495)                   (67,200)
                                                                     ---------                  ---------
Financing activities:
  Principal payments of long term debt..........................       (2,641)                    (3,143)
  Proceeds from stock issues....................................          ---                        492
                                                                     ---------                  ---------
         Net cash provided by (used in) financing activities....       (2,641)                    (2,651)
                                                                     ---------                  ---------
            Effect of exchange rate changes on cash................    12,171                    (12,724)
                                                                     ---------                  ---------
Net increase (decrease) in cash and cash equivalents............      157,827                     24,048

Cash and cash equivalents at beginning of period................       40,290                     14,658
                                                                     ---------                  ---------
Cash and cash equivalents at end of period......................    $ 198,117                   $ 38,706
                                                                     =========                  =========

</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 December 31, 2001 and the
operating results and cash flows for the nine months ended December 31, 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 nine months ended December 31, 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 December 31, 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.

Major Customers - During the nine months ended December 31, 2001 and 2000,
revenue from one customer amounted to $1,100,000 and $600,000 respectively.
Amounts included in accounts receivable from this customer at December 31, 2001
were $545,611.  During December 2001 the Company sold a license of its
cartoDISPATCH product to Fog City Taxi, Inc.  Under the terms of the agreement
the customer paid $100,000 prior to December 31, 2001 with the remaining
$400,000 due prior to March 31, 2002.  As of December 31, 2001 amounts due from
this customer included in accounts receivable were $400,000.

Basic and Diluted Income Per Share - Basic income per common share is computed
by dividing net income by the weighted-average number of common shares
outstanding during the period.  Diluted income 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 March 31, 2001 and 2000.

<PAGE>
                                      9


New Accounting Standards - In June 2001, FASB issued two statements. SFAS No.
141, "Business Combinations," requires usage of the purchase method for all
business combinations initiated after June 30, 2001, and prohibits the usage of
the pooling of interests method of accounting for business combinations. The
provisions of SFAS No. 141 relating to the application of the purchase method
are generally effective for business combinations completed after July 1, 2001.
Such provisions include guidance on the identification of the acquiring entity,
the recognition of intangible assets other than goodwill acquired in a business
combination and the accounting for negative goodwill.

SFAS No. 142, "Goodwill and Other Intangible Assets," changes the current
accounting model that requires amortization of goodwill, supplemented by
impairment tests, to an accounting model that is based solely upon impairment
tests. SFAS No. 142 also provides guidance on accounting for identifiable
intangible assets that may or may not require amortization. The provisions of
SFAS No. 142 related to accounting for goodwill and intangible assets will be
generally effective for the Company at the beginning of 2002, except that
certain provisions related to goodwill and other intangible assets are effective
for any business combinations that may be completed after July 1, 2001.

The Company has not completed its assessment of these new accounting standards,
although it expects that the provisions of SFAS No. 142 will have a material
impact on its consolidated operations in 2002 when compared to consolidated
operations for years prior to 2002 if the acquisition of an insurance company is
completed.

In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of intangible long-lived assets and
associated asset retirement costs. SFAS No. 143 requires that the fair value of
a liability for an asset retirement obligation be recognized in the period in
which it is incurred.  The asset retirement obligations will be capitalized as a
part of the carrying amount of the long-lived asset.  SFAS No. 143 applies to
legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development and normal operation of
long- lived assets.  SFAS No. 143 is effective for years beginning after
June 15, 2002, with earlier adoption permitted.  The Company does not believe
this statement will have any impact to the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets."  SFAS No. 144 establishes a single accounting
model for long-lived assets to be disposed of by sale and the recognition of
impairment of long-lived assets to be held and used.  SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001, with an earlier adoption
encouraged.  The Company is evaluating the impact of adopting SFAS No. 144 but
believes it will not have a material effect on the Company's results of
operations or financial position.

NOTE 3 - RELATED PARTY TRANSACTIONS AND BALANCES

During the nine months ended December 31, 2001 the Company advanced an officer
of the Company $45,000.  The note bears no interest and is due on demand.

During the nine months ended December 31, 2001 the Company received payment on a
$74,917 note receivable from a related party.

NOTE 4 - STOCKHOLDERS EQUITY

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



<PAGE>
                                        10


     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 have recently
added to our product offering a computerized mapping dispatch product. We plan
to release a municipal version of our proprietary viewing software by March 1,
2002, 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 expect that the wireless version of our
product will be released in March of 2002. We have no specific timeframe for the
launch of the remaining planned products and can make no assurances that we will
in fact launch any new products over the next twelve months, except the
municipal and wireless products.

    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, Victoria, BC, Markham, Oakville and Kitchener,
Ontario, and portions of Munich and Paris, as well as a complete library of the
top 50 North American Airports in the AirPortal format. 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>
                                       11


    E-City has not determined a standard 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 2002. 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>
                                       12


Results of Operations

    Revenues were $1,600,000 during the nine months ended December 31, 2001 and
$600,000 during the nine months ended December 31, 2000. Revenues were $500,000
during the three months ended December 31, 2001 and $ 200,000 during the three
months ended December 31, 2000. The increases in both fiscal 2001 periods as
compared to the comparable fiscal 2000 periods resulted from the completion of
additional interactive city guides under the Cityscape software development
agreement, the completion of the city of Munich for our German distributor as
well as the sale of our Taxi Dispatch Software to Fog City Taxi.

    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.

     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 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. 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.

   All of E-City's revenues for the three months ended December 31, 2001, were
derived from the licensing of its cartoDISPATCH product to Fog City Taxi, Inc.
Although work had been substantially completed on other E-City products during
this 3 month period, no product other than cartoDISPATCH was sufficiently
complete and approved by the client for final invoicing and delivery during the
period.

   Fog City is not a related party, however, the principal of Fog City, Michael
Kelley, owns approximately 2% of the issued and outstanding stock of E-City.
Mr. Kelley is a long time business associate of CEO Anis Jessa.  There can be no
assurance that the license price of $500,000 paid by Fog City is representative
of the price that a totally unknown third party may have paid or may pay for a
similar license.  The revenues derived from the Fog City License Agreement and
the revenues derived from the Cityscape agreement may not be representative of
the future earnings prospects of E-City in transactions with totally unfamiliar
third parties.

    Cost of revenue. Cost of revenues were $425,468 during the nine months ended
December 31, 2001 and $245,815 during the nine months ended December 31, 2000.
Cost of revenues were $73,095 during the three months ended December 31, 2001
and $ 67,503 during the three months ended December 31, 2000. Cost of revenues
increased during the nine 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 December 31, 2001 were slightly higher compared to the
comparable fiscal 2000 period due to the sale of the Taxi Dispatch Software
versus the sale of an interactive city guide under the Cityscape contract. 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 $94,710 during the
nine months ended December 31, 2001 and $0 during the nine months ended December
31, 2000. Sales and marketing expenses were $24,773 during the three months
ended December 31, 2001 and $0 during the three months ended December 31,
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 $150,000 or more depending
on the level of growth.

<PAGE>
                                       13


     General and administrative. General and administrative expenses were
$143,046 during the nine months ended December 31, 2001 and $187,248 during the
nine months ended December 31, 2000. General and administrative expenses were
$47,368 during the three months ended December 31, 2001 and $90,458 during the
three months ended December 31, 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 proportionally higher in the next fiscal quarter
depending on the success of our sales efforts.

     Provision for income taxes. We have recorded $326,925 as a provision for
income taxes during the nine months ended December 31, 2001 and $42,676 for the
nine months ended December 31, 2000. We recorded $158,708 as a provision for
income taxes during the three months ended December 31, 2000 and $20,311 during
the three months ended December 31, 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 December 31, 2001 E-City had net income of $604,928
while for the period ended December 31, 2000, the Company had net income of
$125,600. Also, for the period ended December 31, 2001, the Company had a
working capital surplus of $639,640 while for the period ended December 31,
2000, the Company had a working capital deficit of $56,290.

    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>
                                       14


Liquidity and capital resources

    The Company continues to finance its growth primarily through funds
generated from operations. For the period ended December 31, 2001, net cash
provided by operating activities was $148,792. As of December 31, 2001, we had
cash and cash equivalents of $198,117. Net cash provided by operating activities
was $106,623 for the nine months ended December 31, 2000. Net cash provided by
operating activities for the nine months ended December 31, 2001 was primarily
the result of a net income, an increase in accrued income tax, an increase in
accounts payable and accrued expenses and an increase in related parties
advances receivable offset by increases in accounts receivable and a decrease in
deferred revenue. Net cash provided by operating activities for the nine months
ended December 31, 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, a decrease in
deferred revenue and an increase in prepaid expenses.

     Net cash used in investing activities was $495 for the nine months ended
December 31, 2001. Net cash used in investing activities was $67,200 for the
nine months ended December 31, 2000. Net cash used in investing activities for
the nine months ended December 31, 2001 consisted entirely from the purchase of
software related to our filing requirements with the SEC. Net cash used in
investing activities for the nine months ended December 31, 2000 consisted of
investments in capital equipment.

     Net cash used in financing activities was $2,641 for the nine months ended
December 31, 2001 and $3,143 for the nine months ended December 31, 2000. Net
cash used in financing activities for the nine months ended December 31, 2001
and 2000 were attributable to lease payments associated with a Company vehicle.

     For the nine months ended December 31, 2001 and 2000, the Company had
contract work in progress of $181,623 and $192,243, 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, the Town of Markham, Kitchner, and
Oakville, Ontario contributed $ 60,108 $71,301, $18,714 and $31,500 respectively
towards work in progress during the nine months ended December 31, 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 December 31, 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>
                                       15


        As of December 31, 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 June 2002. If cash generated from operations is insufficient to
satisfy our liquidity requirements, 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>
                                       16


Cash requirements

     We have less than three months of working capital or cash available
presently. We need to increase available cash as soon as practicable, either
from increased revenues from the sale of our products or from an equity or debt
financing or from some combination thereof. 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 June 30, 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 June 30, 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, and our revenues from the sale
of our products are insufficient, we may 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
growing revenues or raising additional funds under acceptable terms.

<PAGE>
                                       17

Research and development

    We intend to continue 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>
                                       18


                            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 December
     31, 2001.

 <PAGE>
                                       19


                                    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:  February 14, 2002