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

                                   FORM 10-QSB

     (Mark  One)

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

     For  the  quarterly  period  ended  March  31,  2002

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

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  333-67892


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


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

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


                                 (909) 394-2362
                           (Issuer's Telephone Number)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports); and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [ X ]     No  [   ]


     As  of  May 17, 2002, the Company had 20,052,880 shares of its par value
$0.001  common  stock  issued  and  outstanding.


     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes  [    ]    No  [ X ]


<PAGE>

                                TABLE OF CONTENTS


                                     PART I

Item  1.     Financial  Statements

             Balance  Sheet  at  March  31,  2002  (Unaudited)

             Statement  of  Operations  (Unaudited)  Three  months
             ended  March  31,  2002  and  2001

             Statement  of  Cash  Flows  (Unaudited)  Three  months
             ended  March  31,  2002  and  2001

             Notes  to  Financial  Statements  March  31,  2002  (Unaudited)

Item  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation


PART  II.    OTHER  INFORMATION

Item  1.     Legal  Proceedings

Item  2.     Changes  in  Securities

Item  3.     Defaults  Upon  Senior  Securities

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

Item  5.     Other  Information

Item  6.     Exhibits  and  Reports  on  Form  8-K


<PAGE>

<TABLE>
<CAPTION>

                                  HELPCITY, INC.
                                  BALANCE SHEET


                                                                      MARCH 31,
ASSETS                                                                   2002
                                                                     ------------
(UNAUDITED)
<S>                                                                  <C>
CURRENT ASSETS
  Cash                                                               $     1,800
  Accounts receivable                                                      1,355
  Prepaid expenses and other current assets                               15,725
                                                                     ------------
    Total current assets                                                  18,880

PROPERTY AND EQUIPMENT, NET                                              138,013

CAPITALIZED WEB SITE DEVELOPMENT COSTS, NET                               36,079
                                                                     ------------

                                                                     $   192,972
                                                                     ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                           $   284,348
  Deferred revenues                                                      135,085
  Notes payable to related parties                                        90,612
                                                                     ------------
    Total current liabilities                                            510,045
                                                                     ------------

COMMITMENTS AND CONTINGENCIES

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

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.001 par value, 20,000,000 shares authorized,
    0 shares issued and outstanding                                            -
  Common stock, par value of $0.001, 100,000,000 shares
    authorized; 16,205,596 shares issued and outstanding                  16,206
  Additional paid in capital                                           2,223,404
  Accumulated deficit                                                 (3,573,783)
                                                                     ------------
    Total Stockholders' Equity (Deficit)                              (1,334,173)
                                                                     ------------

                                                                     $   192,972
                                                                     ============

              See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                 HELPCITY, INC.
                            STATEMENTS OF OPERATIONS


                                                      THREE MONTHS ENDED
                                                          MARCH 31,
                                                  2002              2001
                                          --------------------  ------------
                                              (UNAUDITED)       (UNAUDITED)
<S>                                       <C>                   <C>
SALES REVENUES                            $             2,377   $    44,961

OPERATING EXPENSES                                    178,703       490,886
                                          --------------------  ------------

LOSS FROM OPERATIONS                                 (176,326)     (445,925)
                                          --------------------  ------------

OTHER INCOME (EXPENSE)
Interest income                                             -        19,914
Interest expense                                         (569)         (291)
                                          --------------------  ------------
  Total other income (expense)                           (569)       19,623
                                          --------------------  ------------

NET LOSS                                  $          (176,895)  $  (426,302)
                                          ====================  ============


BASIC AND DILUTED NET LOSS AVAILABLE TO
  COMMON STOCKHOLDERS PER SHARE           $             (0.01)  $     (0.02)
                                          ====================  ============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                               20,156,697    20,380,508
                                          ====================  ============


                    See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                 HELPCITY, INC.
                            STATEMENTS OF CASH FLOWS

                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                               2002           2001
                                                                        ----------------  -----------
                                                                           (UNAUDITED)    (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>                <C>
  Net loss                                                              $      (176,895)  $ (426,302)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization                                                46,463       42,101
    Common stock issued and/or committed for services and accrued
      interest                                                                        -       15,314
    Changes in operating assets and liabilities:
      Accounts receivable                                                         6,541       12,939
      Prepaid expenses and other current assets                                       -       (4,047)
      Accounts payable and accrued liabilities                                   68,143      (63,040)
      Deferred revenue                                                            3,161            -
                                                                        ----------------  -----------

  Net cash used in operating activities                                         (52,587)    (423,035)
                                                                        ----------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                                 -      (48,011)
  Costs incurred for web site development                                             -      (26,387)
                                                                        ----------------  -----------

  Net cash used in operating activities                                               -      (74,398)
                                                                        ----------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable to related parties                                 51,612            -
  Payments for redemption of common stock                                             -      (35,000)
                                                                        ----------------  -----------

  Net cash (used in) provided by financing activities                            51,612      (35,000)
                                                                        ----------------  -----------

NET DECREASE IN CASH                                                               (975)    (532,433)

CASH AT BEGINNING OF PERIOD                                                       2,775    1,453,994
                                                                        ----------------  -----------

CASH AT END OF PERIOD                                                   $         1,800   $  921,561
                                                                        ================  ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
  Cash paid during the period for:
    Interest                                                            $           569   $      291
                                                                        ===============   ==========
    Income taxes                                                        $           800   $        -
                                                                        ===============   ==========

     See accompanying notes to financial statements for non-cash investing and financing activities.

</TABLE>
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

NOTE  1  -  MANAGEMENT'S  REPRESENTATION:

The  management of HelpCity, Inc. (the "Company") without audit has prepared the
consolidated  financial  statements  included herein. The accompanying unaudited
financial  statements  of  the  Company  have  been  prepared in accordance with
accounting  principles  generally  accepted  in the United States of America for
interim financial information. Certain information and note disclosures normally
included  in  the  consolidated financial statements prepared in accordance with
accounting  principles  generally  accepted in the United States of America have
been  omitted.  In the opinion of the management of the Company, all adjustments
considered necessary for fair presentation of the financial statements have been
included  and  were of a normal recurring nature, and the accompanying financial
statements  present  fairly the financial position as of March 31, 2002, and the
results  of  operations and cash flows for the three months ended March 31, 2002
and  2001.

It  is suggested that these financial statements be read in conjunction with the
audited  consolidated financial statements and notes for the year ended December
31,  2001,  included  in the Company's Form 10-KSB filed with the Securities and
Exchange  Commission  on April 16, 2002. The interim results are not necessarily
indicative  of  the  results  for  a  full  year.

NOTE  2  -  DESCRIPTION  OF  BUSINESS:

HelpCity,  Inc.  (the "Company"), a Nevada corporation, publishes Internet-based
telephone  and  web  address directories, and operates and maintains an Internet
web  site  with  a local community emphasis.  The Company initially started as a
general  partnership  on December 9, 1998 and the partnership was converted to a
California  Limited  Liability  Company on January 26, 1999.  Effective December
31,  2000,  the  Company reorganized from a California Limited Liability Company
into  a  Nevada  C  corporation.

NOTE  3  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern, which contemplates, among other things, the
realization  of  assets  and satisfaction of liabilities in the normal course of
business.  The Company has negative working capital of $491,165, a stockholders'
deficit  of  $1,334,173  at March 31, 2002, losses from operations through March
31, 2002, lack of operational history, negative cash flows from operations and a
rescission  offering  to  some  of  its  stockholders  (see Note 6), among other
matters,  which raise substantial doubt about its ability to continue as a going
concern. The Company intends to fund operations through increased sales and debt
and  equity financing arrangements which management believes may be insufficient
to  fund  its  capital expenditures, working capital and other cash requirements
for  the  fiscal  year ending December 31, 2002.  Therefore, the Company will be
required  to  seek  additional  funds  to  finance its long-term operations. The
successful  outcome  of  future activities cannot be determined at this time and
there  is  no assurance that if achieved, the Company will have sufficient funds
to  execute  its  intended business plan or generate positive operating results.

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


<PAGE>

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

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

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

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

LOSS  PER  SHARE  -  The  Company  has adopted Statement of Financial Accounting
Standards  No.  128  ("SFAS  128"),  "Earnings Per Share." Under SFAS 128, basic
earnings  per  share  is  computed  by  dividing  income  available  to  common
shareholders  by  the  weighted-average  number  of  common shares assumed to be
outstanding  during  the  period  of  computation. Diluted earnings per share is
computed  similar  to  basic  earnings  per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common  shares  were dilutive (there were no potential common shares as of March
31,  2002  and  2001).  Pro  forma  per  share  data has been computed using the
weighted average number of common shares outstanding during the periods. Because
the  Company  has  incurred net losses, basic and diluted loss per share are the
same  as  additional  potential  common  shares  would  be  anti-dilutive.

RECENT  ACCOUNTING PRONOUNCEMENTS - In August 2001, the FASB issued Statement of
Financial  Accounting  Standards  No.  144  ("SFAS  144"),  "Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS 144 addresses financial
accounting  and  reporting  for  the  impairment  of  long-lived  assets and for
long-lived  assets  to  be disposed of. The provisions of SFAS 144 are effective
for  financial  statements  issued for fiscal years beginning after December 15,
2001,  and  interim  periods  within  these  fiscal  years,  with early adoption
encouraged.  The  Company  does not expect SFAS 144 to have a material impact on
its  financial  statements.


<PAGE>
NOTE  4  -  RELATED  PARTY  TRANSACTIONS:

NOTES  PAYABLE TO RELATED PARTIES - From time to time, the Company borrows funds
from  its  majority  stockholders  for  working capital purposes under unsecured
non-interest bearing notes payable. During the quarter ended March 31, 2002, the
Company  had  principal  borrowings  of $51,612 from these related parties.  The
notes  require  no  monthly  payments  and are due on demand.  These outstanding
balances  on  these  notes  totaled  $90,612  at  March  31,  2002.

NOTE  5  -  STOCKHOLDERS'  DEFICIT:

During  the  period ended March 31, 2002, options were issued to consultants per
the  Company's 2001 stock option plan to purchase an aggregate of 357,133 shares
of  common  stock at an exercise price of $1.00 per share (which is greater than
the estimated fair market value of Company's common stock on the date of grant).
The  options  vest  immediately  and  are  exercisable  through  fiscal  2011.

NOTE  6  -  CONTINGENCIES:

The  Company  issued  units  of members' interests during fiscal 2000 and fiscal
1999  in a form that may not have been in full compliance with federal and state
securities  laws.  As  a  result,  the  Company  offered  a rescission option to
certain  shareholders,  totaling $1,017,100, plus accrued interest through March
31,  2002 up to approximately $175,000 if all shareholders rescind.  The Company
does not expect the ultimate resolution of this matter to have a material impact
on  its  financial  position  or results of operations; as a result, the accrued
interest  has  not been recorded as of March 31, 2002.  However, there can be no
assurance  the  Company  will  be  able  to  resolve  this  matter  according to
management's  expectations.

The  Company  has recorded an accrual for past due payroll taxes as of March 31,
2002  due  to  the  under-payment  of the Company's payroll tax liability.  As a
result,  the  Company has accrued approximately $65,000 (including approximately
$8,000 of penalties and interest) under accounts payable and accrued expenses in
the  accompanying  balance sheet.  The Company expects this matter to be settled
and  the  related  accrual  paid  by  June  30,  2002.

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

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

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

<PAGE>

NOTE  6  -  CONTINGENCIES:  (continued)

The  Company is delinquent on the lease and has accrued approximately $12,000 of
past  due  lease  payments  as  of  March  31,  2002.

NOTE  7  -  SUBSEQUENT  EVENTS:

On April 1, 2002, the company entered into a promissory note ("the Note") with a
third  party  in  the  principal  amount  of $600,000.  The note resulted in net
proceeds  of  $500,000, less a $100,000 transaction fee (which will be amortized
into  interest  expense  over  the  term of the Note) and incurs interest in the
amount  of  10% per annum.  Pursuant to the terms of the note, the principal and
all  interest  is  accrued  and  payable  upon  maturity  on  April  1,  2003.

In April 2002, the Company entered into employment agreements with two employees
for  a  period  of  five  years.  According  to the terms of the Agreements, the
employees  could  earn warrants to purchase in excess of 4,250,000 shares of the
Company's  restricted  common  stock  based  on certain performance criteria, as
defined.  The  warrants  have  an  exercise  price  of  $1.00. The warrants vest
immediately  and  are  exercisable  for  a  period of ten years from the date of
grant.

<PAGE>


Item  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation

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

GENERAL  OVERVIEW

The  Company  significantly  curtailed  its  sales and operations for the period
ending March 31, 2002 due to the expense of the Company's Form SB-2 registration
process  and  the  limitations  on  capital  financing  during  its registration
process.  Management  intends  to  expand its operations in 2002 through capital
financing from the proceeds of the Company's public offering of 4,000,000 shares
registered  under its Form SB-2 registration statement which became effective on
February  14,  2002.

During  this  period  the  officers  of  the Company personally funded continued
products  and  services development for its new "More than a Phonebook" program.
The  More  than  a Phonebook program includes a new website, the annual HelpCity
Local Internet Guide and other features such as the HelpCity Super Service (mass
email)  feature.

To  re-establish  our  sales  force,  in April 2002, the Company entered into an
arrangement  with  two seasoned sales executives to join the staff to manage and
expand  our  sales  organization.

RESULTS  OF  OPERATIONS  OF  THE  COMPANY

Fiscal  Quarter  Ended March 31, 2001 Compared to Fiscal Quarter Ended March 31,
2002

REVENUES-Sales  revenues  from  operations totaled $44,961 and $2,377 for period
ending  March 31, 2001 and period ending March 31, 2002, respectively.  Revenues
are  generated  from  three  primary  sources:  Web  ads, print ads and web site
development.  For  the  periods ending March 31, 2001 and 2002 respectively: Web
Ad revenues were $44,854 and $1,137, Web Site Development ($315) and $500, Print
$0  and  $0  and Other Services were $422 and $740 respectively.  Other services
include web site hosting and graphic design services.  Web Ad revenue, basic web
packages  (and  print  listings)  decreased for the period ending March 31, 2002
compared  to  the  period  ending  March 31, 2001 due to the Company's curtailed
operations.  Web  Design  revenue  (full custom web site development), increased
for  the  period  ending  March 31, 2002 compared to the period ending March 31,
2001  due to an increase in the number of sites that were created for customers.
There  was  no Print revenue, print ads (other than the basic print listing), in
the  period  ending  March  31, 2001 and the period ending March 31, 2002 as the
first  issue  of  the quarterly print product was issued in the third quarter of
2001  and  the  first  issue of the annual directory will be issued in the third
quarter  2002.

NET LOSS FROM OPERATIONS- Net loss from operations totaled $445,925 and $176,326
for  the periods ending March 31, 2001 and March 2002, respectively.  During the
period  ending  March  31,  2002,  operating  expenses  decreased as a result of
curtailed  operations.  Net Loss per share decreased from $0.02 to $0.01 for the
period  ending  March  31,  2002.

ASSETS  -  Assets  totaled  $247,444  as  of  December  31, 2001. Assets totaled
$192,972  as  of  March 31, 2002.  Cash for the period ending March 31, 2002 was
significantly  reduced  due  to  the limitations on capital financing during the
Company's  Form  SB-2  registration process.  Account receivables for the period
ending  March  31,  2002,  was  significantly  reduced  due to the change from a
quarterly  print  publication  to  an annual print publication which resulted in
customer  accounts  that  did  not  receive their print listing and are deferred
until  the  second  quarter  of  2002.

Current  Liabilities  --  Current  liabilities  totaled  $387,622 for the period
ending  December  31,  2001. Current liabilities totaled $510,045 for the period
ending  March  31, 2002.  Current liabilities during the period ending March 31,
2002 increased substantially as the Company continued to incur ongoing operating
expenses  even  though  revenue  from  sales  was  curtailed  substantially.


<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

For  the  three  month  period  ending  March 31, 2002 the Company had $2,377 in
revenues  and  $192,972  in  assets. The Company incurred a net loss of $176,895
during  the  three  month period ending March 31, 2002, compared to $426,302 for
the  period  ending  March  31,  2001.

During  fiscal  2001,  the  Company  filed a Form SB-2 registration statement to
register  the  Company's  rescission  offer  and  its  public  offering  to sell
$4,000,000 shares of stock at $1.00 which was declared effective on February 14,
2002.  As  a  result  of  the  expenses  incurred  for  the  Company's Form SB-2
registration  process  and  the  limitations  on  capital  financing  during the
registration  process,  the  Company  was  unable to obtain additional financing
required  to  maintain  operations  during  the  period  ending  March 31, 2002,
therefore  the  Company  was  forced  to  curtail  its  operations.  With  the
effectiveness  of  the  Company's  Form SB-2, management intends to use proceeds
from  the public offering to fund its rescission offer, repay its short and long
liabilities  and  expand  its  base  of  operations.  There can be no assurance,
however,  that  the  Company  will  be able to raise sufficient capital to repay
shareholders  who  decide to accept the Company's rescission offer.  The Company
extended  its  rescission offer to certain shareholders on May 1, 2002.  At this
point,  the  Company  cannot quantify the dollar amount of the rescission shares
that  will  be  accepted.

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

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

On  April 1, 2002, the Company entered into a promissory note with a third party
in  the  principal  amount of $600,000.  The note will result in net proceeds of
$500,000, less a $100,000 transaction fee (which will be amortized into interest
expense  over the term of the Note) and incurs interest in the amount of 10% per
annum.  Pursuant  to  the  terms  of the note, the principal and all interest is
accrued  and payable upon maturity on April 1, 2003.  The note is secured by the
assets  of the Company.  The Company has received $105,000 of the note as of May
17,  2002.

On April 2002, the Company entered into employment agreements with two employees
for  a  period  of  five  years.  According  to the terms of the agreements, the
employees  could  earn warrants to purchase in excess of 4,250,000 shares of the
Company's  restricted  common  stock of the Company based on certain performance
criteria  as  defined.  The  warrants  have  an  exercise  price  of $1.00.  The
warrants vest once earned and are exercisable for a period of ten years from the
date  of  the  grant.

Additionally, a slower than expected rate of acceptance of the Company's planned
services, when available to customers, or lower than expected revenues generated
from  the Company's products and services, would materially adversely affect the
Company's  liquidity.  The  Company  would  need  additional capital sooner than
presently  anticipated.

The  Company  has  no  commitment  for additional financing, and there can be no
assurances  that  any  such  additional financing would be available in a timely
manner,  or,  if  available,  would  be  on  terms  acceptable  to  the Company.
Furthermore,  any  additional  equity  financing  could  dilute  our  existing
shareholders  and  any  debt  financing could involve restrictive covenants with
respect to future capital raising activities and other financial and operational
matters.

Additionally,  we  may  have  incurred  liability  for  past  due on payments on
recurring operating expenses and our payroll taxes. We intend on using a portion
of  the  funds raised in this Offering to meet these liabilities and to rehire a
significant  number  our  employees.  Failure  to  satisfactorily  address these
liabilities  may  substantially harm our business, hinder the development of our
business  prospects,  and  force  us  to  curtail  our  operations  entirely.


<PAGE>

CASH  USED  IN  OPERATIONS,  INVESTING  AND  FINANCING

Cash  flows  from  operating  activities - net cash used in operating activities
totaled  $423,035 and $52,587 for the period ending March 31, 2001 and March 31,
2002,  respectively.  During  the  period  ending  March  31, 2002, cash used in
operations  was  reduced  substantially  as  a result of the Company's curtailed
operations.

Cash  flows  from  investing  activities - net cash used in investing activities
totaled  $74,398 and $0 for the period ending March 31, 2001 and March 31, 2002.
During  the  period  ending  March  31,  2002,  the Company did not maintain any
investing  activities.

Cash  flows  from  financing  activities - Net cash used in financing activities
totaled  $35,000  for  the  period  ending March 31, 2001.  Net cash provided by
financing  activities  totaled  $51,612  for  the  period ending March 31, 2002.
During  the  period  ending March 31, 2002, the officers of the Company provided
financing  for  developmental  activities.

EXPECTED  CAPITAL  EXPENDITURES,  SHORT TERM AND LONG TERM CAPITAL REQUIREMENTS,
INFLATION,  EMPLOYEES,  ETC.

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

Other  concerns  that  may  negatively  impact  business operations include: the
substantial  rise of gasoline prices and its effect that it may have on our cost
of  sales;  any taxation that may be imposed on the Internet such as a surcharge
on  e-mail;  privacy  legislation  that  may create unforeseen impacts on how we
operate or provide our services; rise in short term cost of paper and production
cost  that  may affect the size or quality of our print; the cost of delivery of
our  annual  Local  Internet  Guide; any terrorist acts such an anthrax scare or
September 11 event may have an impact on the rate of customer growth and size of
contract  renewals;  reductions  in  state  and  federal funding and budgets may
adversely  impact  our  future  government  revenues.

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

PART  II  -  OTHER  INFORMATION

Item  1.     Legal  Proceedings

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


<PAGE>

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

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

Item  2.     Changes  in  Securities

     On February 14, 2002, the Company's Form SB-2 registration statement became
effective  with the Securities and Exchange Commission.  The Company's Form SB-2
registered  the Company's rescission offer to repurchase up to $1,017,100 shares
of  the Company's previously issued common stock plus potential accrued interest
as  of March 31, 2002 of approximately $175,000 if all shareholders rescind.  In
addition,  the  Company's Form SB-2 also registered for sale 4,000,000 shares of
the  Company's  common  stock  at  $1.00 per share.  On May 1, 2002, the Company
extended  its  rescission offer to certain shareholders.  As of the date of this
report,  the  Company  has  not  commenced  its public offering of the 4,000,000
shares of common stock and has not received any proceeds from the offering.  The
Company  intends  to  commence  its  public  offering upon the expiration of its
rescission  offering  which  is  approximately  May  31,  2002.

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)     Exhibits

None

(b)     Reports  on  Form  8-K

     On  March  29,  2002,  the  Company  filed  a  Current  Report  on Form 8-K
with  the  Securities  and  Exchange  Commission  detailing  the  change  of its
independent  auditors  Corbin  &  Wertz  LLP  to  Squar,  Milner,  Reehl  &
Williamson,  LLP.


<PAGE>

                                   SIGNATURES

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


Dated:  May  20,  2002

                                 HELPCITY, INC.
                                 --------------
                                  (Registrant)

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


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


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

     Signature     Capacity               Date
     ---------     --------               ----


By:  /s/ David Wong     Chairman  of  the  Board of Directors     May 20, 2002
     DAVID  WONG        and  Director


By:  /s/ Traci Wong
     TRACI  WONG        Director                                  May  20, 2002