|UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549
      
      FORM 10-QSB/A
      (Amendment No. 1 to Form 10-QSB)
      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended September 30,
    2002.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                         | CityXpress Corp    |                              
|------------------------ | ------------------ | -----------------------------
|                         | (Name of business) |                              
|Florida                  |                    | 98-0232838                   
|(State of incorporation) |                    | (IRS Employer Identification)

|Suite 200-1727 West Broadway Vancouver, BC Canada V6J
      4W6                       
|--------------------------------------------------------------------------------------
|(Address of principal executive offices)                                              
|                                                                                      
|Issuer's Telephone Number: 604-638-3811 Issuer's Fax
      Number: 604-638-3808       
|                                                                                      
|Former name, former address and formal fiscal year, if
      changed since last report

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 XNo ___

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: October 25, 2002: 24,308,175
common shares.

Transitional Small Business Disclosure Format (Check one): Yes X_
No__.

TABLE OF CONTENTS

(Amendment No. 1) *1

|PART I  |                                                                                                                              | 3 
|------- | ---------------------------------------------------------------------------------------------------------------------------- | --
|ITEM 1. | Financial Statements (Unaudited)                                                                                             |   
|        | Consolidated Balance Sheets: September 30, 2002 and June 30,
2002                                                            | 3 
|        | Consolidated Statements Of Operations: Three Months Ended September 30,
      2002 and 2001                                  | 4 
|        | Consolidated Statement Of Stockholders' Deficiency: Three Months Ended
      September 30, 2002 and Year Ended June 30, 2002 | 6 
|        | Consolidated Statements Of Cash Flows: Three Months Ended September 30,
      2002 and 2001                                  | 8 
|        | Notes To Consolidated Financial Statements: September 30, 2002                                                               | 9 
|ITEM 2. | Management Discussion and Analysis or Plan Of Operation                                                                      | 15
|ITEM 3. | Controls and Procedures                                                                                                      | 20
|PART II |                                                                                                                              | 20
|ITEM 1. | Legal Proceedings                                                                                                            | 20
|ITEM 2. | Changes In Securities and Use Of Proceeds                                                                                    | 20
|ITEM 3. | Defaults Upon Senior Securities                                                                                              | 20
|ITEM 4. | Submission Of Matters To A Vote Of Security Holders                                                                          | 20
|ITEM 5. | Other Information                                                                                                            | 21
|ITEM 6. | Exhibits And Reports On Form 8-K                                                                                             | 21

*1 This amended Form 10-QSB is being filed to correct the heading of Note 4
in the Notes To Consolidated Financial Statements in Item 1 of the Form 10-QSB
except as set forth in this explanatory note, there are no other changes to the
Form 10-QSB.



PART 1

NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained in
this quarterly report includes "forward-looking statements," including without
limitation statements containing the words "believes," "anticipates," "intends,"
"expects" and words of similar import, as well as all projections of future
results.

Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results or
achievements of the Company to be materially different from any future results
or achievements of the Company expressed or implied by such forward-looking
statements. Such factors include, but are not limited to the following: under
capitalization; unpredictability of future revenues; competition; risks of
technological change; the Company's dependence on key personnel; dependence on
continued growth in use of the Internet; the Company's ability to protect its
intellectual property rights and uncertainty regarding infringing intellectual
property rights of others; government regulations; and the other risks and
uncertainties described in this quarterly report.



PART I-FINANCIAL INFORMATION

Item 1. First Quarter Financial Statementsending
September 30, 2002

Consolidated unaudited interim financial statements of the Company for the
three month period ended September 30, 2002 and September 30, 2001. All figures
are presented in U.S. Currency, unless otherwise stated.



CONSOLIDATED BALANCE SHEETS

[See Nature of Operations and Basis of Presentation - Note 1]

[Unaudited] (Expressed in U.S. dollars)

|As at September 30                                                                                                                                                                                    | September 30 | June 30    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | -----------
|                                                                                                                                                                                                      | 2002         | 2002       
|ASSETS                                                                                                                                                                                                |              |            
|Current                                                                                                                                                                                               |              |            
|Cash and cash equivalents                                                                                                                                                                             | 46,948       | 82,974     
|Accounts receivable, net of allowance for doubtful accounts of $nil in
      September 30, 2002 and June 30, 2002                                                                                     | 46,952       | 3,091      
|Other receivables                                                                                                                                                                                     | 9,162        | 4,288      
|Prepaid expenses                                                                                                                                                                                      | 16,228       | 16,329     
|Total current assets                                                                                                                                                                                  | 119,290      | 106,682    
|                                                                                                                                                                                                      |              |            
|Property and equipment, net                                                                                                                                                                           | 149,158      | 102,232    
|Product development costs                                                                                                                                                                             | 165,686      | 149,634    
|Intangible assets [note 2]                                                                                                                                                                            | 49,276       | N/A        
|Total assets                                                                                                                                                                                          | 483,410      | 358,548    
|                                                                                                                                                                                                      |              |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                  |              |            
|Current                                                                                                                                                                                               |              |            
|Accounts payable                                                                                                                                                                                      | 191,859      | 209,200    
|Accrued liabilities                                                                                                                                                                                   | 266,864      | 244,196    
|Demand instalment loan                                                                                                                                                                                | 151,045      | 152,910    
|Stockholders' loans                                                                                                                                                                                   | 271,793      | 272,836    
|Deferred revenue                                                                                                                                                                                      | 70,553       | 11,266     
|Current portion of obligations under capital leases                                                                                                                                                   | 45,168       | 29,357     
|Current portion of loans payable                                                                                                                                                                      | 350,000      | 350,000    
|Total current liabilities                                                                                                                                                                             | 1,347,282    | 1,269,765  
|                                                                                                                                                                                                      |              |            
|Obligations under capital leases                                                                                                                                                                      | 78,560       | 40,030     
|Convertible loan debentures [note 5]                                                                                                                                                                  | 3,225,000    | 3,000,000  
|Total liabilities                                                                                                                                                                                     | 4,650,842    | 4,309,795  
|                                                                                                                                                                                                      |              |            
|Stockholders' deficiency                                                                                                                                                                              |              |            
|Share capital [note 6]
      Common stock - $0.001 par value
      Authorized shares: 100,000,000
      Issued and outstanding: 24,308,175 at September 30 2002 and 23,303,898
      at June 30, 2002 | 24,308       | 23,304     
|Additional paid in capital                                                                                                                                                                            | 5,882,472    | 5,843,305  
|Accumulated other comprehensive income                                                                                                                                                                | 19,625       | 19,625     
|Deficit                                                                                                                                                                                               | (10,093,837) | (9,837,481)
|Total stockholders' deficiency                                                                                                                                                                        | (4,167,432)  | (3,951,247)
|Total liabilities and stockholders' deficiency                                                                                                                                                        | 483,410      | 358,548    
|See accompanying notes                                                                                                                                                                                |              |            





CONSOLIDATED STATEMENTS OF OPERATIONS

[See Nature of Operations and Basis of Presentation - Note 1]

[Unaudited] (Expressed in U.S. dollars)



|Three months ended September 30                      | 2002       | 2001       |  | 
|---------------------------------------------------- | ---------- | ---------- |  | 
|                                                     | $          | $          |  | 
|Revenue                                              |            |            |  | 
|Advertising and promotional fees                     | 51,449     | 35,040     |  | 
|Editorial content fees                               | 47,485     | 7,193      |  | 
|Auction fees                                         | 44,524     | N/A        |  | 
|Training fees                                        | 19,690     | 12,065     |  | 
|Custom development fees                              | N/A        | 12,000     |  | 
|Total revenues                                       | 163,198    | 66,298     |  | 
|Cost of sales                                        | 84,007     | 149,622    |  | 
|Gross profit (loss)                                  | 79,191     | (83,324)   |  | 
|                                                     |            |            |  | 
|Operating expenses                                   |            |            |  | 
|Sales and marketing                                  | 103,585    | 126,950    |  | 
|Product development and technology                   | 71,729     | 119,142    |  | 
|Finance and administration                           | 121,515    | 144,018    |  | 
|Amortization of intangible assets [note 2]           | 4,480      | 118,050    |  | 
|                                                     | 301,309    | 508,160    |  | 
|Operating loss                                       | (222,118)  | (591,484)  |  | 
|Other income (expense)                               |            |            |  | 
|Interest expense                                     | (43,021)   | (42,880)   |  | 
|Interest and miscellaneous income                    | 15         | 15         |  | 
|Foreign exchange                                     | 8,768      | 1,803      |  | 
|Total other expense                                  | (34,238)   | (41,062)   |  | 
|Loss before income taxes                             | (256,356)  | (632,546)  |  | 
|Deferred income tax recovery                         | N/A        | 40,000     |  | 
|Net loss and comprehensive loss for the period       | (256,356)  | (592,546)  |  | 
|                                                     |            |            |  | 
|Net loss per common share [note 6(d)]                |            |            |  | 
|Basic and diluted                                    | (0.01)     | (0.03)     |  | 
|Weighted average number of common shares [note 6(d)] |            |            |  | 
|Basic and diluted                                    | 23,533,135 | 23,110,565 |  | 
|See accompanying notes                               |            |            |  | 





CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

[See Nature of Operations and Basis of Presentation - Note 1]

[Unaudited] (Expressed in U.S. dollars)



|                                                           | Common stock
      # | Common stock to be issued
      # | Common stock issued and outstanding
      $ | Common stock to be issued
      $ | Additional paid in capital
      $ | Accumulated other comprehensive income
      $ | Deficit
      $ | Total stockholders' equity (deficit)
      $
|---------------------------------------------------------- | -------------------- | --------------------------------- | ------------------------------------------- | --------------------------------- | ---------------------------------- | ---------------------------------------------- | --------------- | --------------------------------------------
|Year ended
      June 30, 2001                             |                      |                                   |                                             |                                   |                                    |                                                |                 |                                             
|Balance at
      June 30, 2000                             | 23,008,098           | N/A                               | 23,008                                      | N/A                               | 5,679,250                          | 19,625                                         | (5,689,698)     | 32,185                                      
|Shares issued for services rendered                        | 35,800               | N/A                               | 36                                          | N/A                               | 8,914                              | N/A                                            | N/A             | 8,950                                       
|Stock based compensation                                   | N/A                  | N/A                               | N/A                                         | N/A                               | 125,151                            | N/A                                            | N/A             | 125,151                                     
|Net loss for the year                                      | N/A                  | N/A                               | N/A                                         | N/A                               | N/A                                | N/A                                            | (2,318,339)     | (2,318,339)                                 
|Balance at
      June 30, 2001                             | 23,043,898           | N/A                               | 23,044                                      | N/A                               | 5,813,315                          | 19,625                                         | (8,008,037)     | (2,152,053)                                 
|                                                           |                      |                                   |                                             |                                   |                                    |                                                |                 |                                             
|Year ended
      June 30, 2002                             |                      |                                   |                                             |                                   |                                    |                                                |                 |                                             
|Shares issued for exercise of warrants                     | 100,000              | N/A                               | 100                                         | N/A                               | 24,900                             | N/A                                            | N/A             | 25,000                                      
|Shares issued for services rendered                        | 160,000              | N/A                               | 160                                         | N/A                               | 4,640                              | N/A                                            | N/A             | 4,800                                       
|Stock based compensation                                   | N/A                  | N/A                               | N/A                                         | N/A                               | 450                                | N/A                                            | N/A             | 450                                         
|Net loss for the year                                      | N/A                  | N/A                               | N/A                                         | N/A                               | N/A                                | N/A                                            | (1,829,444)     | (1,829,444)                                 
|Balance at
      June 30, 2002                             | 23,303,898           | N/A                               | 23,304                                      | N/A                               | 5,843,305                          | 19,625                                         | (9,837,481)     | (3,951,247)                                 
|                                                           |                      |                                   |                                             |                                   |                                    |                                                |                 |                                             
|Acquisition of 10digit Communications [notes [4] and
6[a]] | 1,004,277            | N/A                               | 1,004                                       | N/A                               | 39,167                             | N/A                                            | N/A             | 40,171                                      
|Net loss for the period                                    | N/A                  | N/A                               | N/A                                         | N/A                               | N/A                                | N/A                                            | (256,356)       | (256,356)                                   
|Balance at
      September 30, 2002                        | 24,308,175           | N/A                               | 24,308                                      | N/A                               | 5,882,472                          | 19,625                                         | (10,093,837)    | (4,167,432)                                 

See accompanying notes





CONSOLIDATED STATEMENTS OF CASH FLOWS

[See Nature of Operations and Basis of Presentation - Note 1]

[Unaudited] (Expressed in U.S. dollars)



|Three months ended September 30                                                   | 2002      | 2001     
|--------------------------------------------------------------------------------- | --------- | ---------
|                                                                                  | $         | $        
|OPERATING ACTIVITIES                                                              |           |          
|Loss for the period                                                               | (256,356) | (592,546)
|Adjustments to reconcile net loss to net cash used in operating
      activities: |           |          
|Amortization                                                                      | N/A       | 118,050  
|Depreciation                                                                      | 40,812    | 25,887   
|Deferred income tax recovery                                                      | N/A       | (40,000) 
|Changes in operating assets and liabilities:                                      |           |          
|Accounts receivable                                                               | (43,861)  | (16,358) 
|Other receivables                                                                 | (4,874)   | (5,324)  
|Prepaid expenses and other                                                        | 101       | (4,260)  
|Accounts payable                                                                  | (17,341)  | (2,040)  
|Accrued liabilities                                                               | 22,668    | 6,790    
|Deferred revenue                                                                  | 59,287    | (218)    
|Net cash used in operating activities                                             | (199,564) | (510,019)
|                                                                                  |           |          
|INVESTING ACTIVITIES                                                              |           |          
|10digit Communications acquisition costs [note 4]                                 | (13,585)  | N/A      
|Purchase of property and equipment                                                | N/A       | (2,040)  
|Development costs                                                                 | (35,214)  | (20,888) 
|Net cash used in investing activities                                             | (48,799)  | (22,928) 
|                                                                                  |           |          
|FINANCING ACTIVITIES                                                              |           |          
|Proceeds from loans payable                                                       | N/A       | 60,000   
|Proceeds from convertible loan debentures                                         | 225,000   | 510,000  
|Repayment of demand instalment loan                                               | (1,865)   | (2,055)  
|Repayments under capital leases                                                   | (9,755)   | (4,007)  
|Repayment of shareholders' loans                                                  | (1,043)   | (595)    
|Net cash provided by financing activities                                         | 212,337   | 563,343  
|                                                                                  |           |          
|Net increase (decrease) in cash and cash equivalents during the
      period      | (36,026)  | 32,014   
|Cash and cash equivalents, beginning of period                                    | 82,974    | 32,274   
|Cash and cash equivalents, end of period                                          | 46,948    | 64,288   
|                                                                                  |           |          
|Supplemental disclosure                                                           |           |          
|Interest paid                                                                     | 10,313    | 14,147   
|Non cash investing and financing transactions:                                    |           |          
|Shares issued to acquire 10digit Communications [Note 4]                          | 40,171    | N/A      
|Capital assets acquired through the assumption of capital leases                  | 64,096    | N/A      
|See accompanying notes                                                            |           |          





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited] (Expressed in US dollars)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

CityXpress Corp. ("Company") was incorporated under the laws of the State of
Florida on January 7, 1999.

The Company has developed a suite of online products that provide newspapers
with solutions through which they can defend and extend their position as the
dominant means for local advertisers to promote themselves to local consumers.
The Company's online special section product integrates niche editorial content
with advertising and promotional tools that leverage a newspaper's brand and
traffic. The Company's auction product allows newspapers to auction advertising
clients' products in exchange for advertising credits with the newspaper, with
the newspaper retaining the cash from all products that are sold in the auction.
The Company intends to build further alliances with media companies who own
newspaper and television stations. The Company currently operates in only one
industry segment and its marketing efforts are currently targeted to the North
American market.

These unaudited consolidated financial statements are presented in U.S.
dollars in accordance with accounting principles generally accepted in the
United States of America and have been prepared on the same basis as the annual
audited consolidated financial statements.

In the opinion of management, these audited consolidated financial statements
reflect all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation for each of the periods presented. The results of
operations for interim periods are not necessarily indicative of results to be
achieved for full fiscal years.

As contemplated by the Securities and Exchange Commission (SEC) under Rule
10-01 of Regulation S-X, the accompanying consolidated financial statements and
related footnotes have been condensed and do not contain certain information
that will be included in the company's annual consolidated financial statements
and footnotes. For further information, refer to the consolidated financial
statements and related footnotes for the years ended June 30, 2002 and 2001
included in the company's Annual Report on Form 10-KSB.

The consolidated financial statements for the three months ended September
30, 2002 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business for the foreseeable future. The Company incurred a net
loss of $256,356 for the three months ended September 30, 2002 and has a working
capital deficiency of $1,227,992 and an accumulated deficit of $10,093,837 at
September 30, 2002. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent upon its ability to achieve profitable
operations and to obtain additional capital. Management expects to raise
additional capital through private placements and other types of venture
fundings and through financing agreements with its clients. Also, management
expects to generate higher revenues and lower expenses in the remainder of the
2003 fiscal year. The outcome of these matters cannot be predicted at this time.
No assurances can be given that the Company will be successful in raising
sufficient additional capital or increasing revenues. Further, there can be no
assurance, assuming the Company successfully raises additional funds or
increases revenues, that the Company will achieve positive cash flow. If the
Company is unable to obtain adequate additional financing or additional
revenues, management will be required to curtail the Company's operating
expenses. These consolidated financial statements do not include any adjustments
to the specific amounts and classifications of assets and liabilities which
might be necessary should the Company be unable to continue in business.

2. INTANGIBLE ASSETS

The company accounts for acquired intangible assets in accordance with SFAS
No. 142 "Goodwill and Intangible Assets." Intangible assets consist of
intellectual property and contracts acquired in the 10digit Communications
acquisition [Note 4]. Intangible assets are amortized on a straight-line
basis over three years and will be tested for impairment annually and whenever
there is an impairment indicator.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 146, "Account for Costs Associated
with Exit or Disposal Activities", which addresses accounting for restructuring
and similar costs. SFAS No. 146 supersedes previous accounting guidance,
principally Emerging Issues Task Force Issue No. 94-3. SFAS No. 146 requires
that the liability for costs associated with an exit or disposal activity be
recognized when the liability is incurred SFAS No. 146 also establishes that the
liability should initially be measured and recorded at fair value. Accordingly,
SFAS No.146 may affect the timing of recognizing future restructuring costs as
well as the amount recognized. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002.

Management assessment of this statement is that it will not have a material
impact on the company's financial position or results of operations.

4. ACQUISITION

On July 10, 2002, the Company completed the acquisition of 10digit
Communications ("10digit"), the online auction division of the Winnipeg Free
Press owned by FP Canadian Newspapers Limited Partnership. 10digit was acquired
to facilitate expansion of the company's auction business. The purchase price
for the acquisition will be calculated on revenue recognized from current
10digit customers for 2002 and will be satisfied through the issuance of
CityXpress shares. The first tranche of 1,004,277 common shares was issued on
September 9, 2002 based on revenue generated by 10 digit auctions for the first
six month of 2002 and recorded at an estimate of their fair value on the date of
issuance.

The second tranche of shares will be issued in January 2003 based on revenue
generated from existing 10digit auction customers for the final six months of
2002. These shares will be recorded at an estimate of their fair value on the
date of issuance. CityXpress also assumed capital lease obligations on certain
equipment used to run 10digit's auctions.

The net identifiable assets acquired from FP Canadian Newspaper Limited
Partnership were:



|Equipment                           | $38,834
|----------------------------------- | -------
|Intellectual property and contracts | 53,756 
|                                    | $92,590





|1,004,277 shares issued | $40,171
|----------------------- | -------
|Capital leases assumed  | 38,834 
|Acquisition costs       | 13,585 
|                        | $92,590



The results of operations of 10digit are included for the period July 10,
2002 to September 30, 2002.

As part of the acquisition CityXpress also entered into the following
agreements with FP Newspapers Limited Partnership:

- a Noncompete and Nonsoliciation Agreement,
- a Registration Rights Agreement,
- an Assignment of Intellectual Property, and
- an Assignment and Assumption of Contracts Agreement.

If this acquisition had occurred on July 1, 2002 or July 1, 2001, the
following proforma results of operations have been estimated:

|                                       | Three Months Ended September 30 2002 | Three Months Ended September 30 2001
|-------------------------------------- | ------------------------------------ | ------------------------------------
|                                       | $                                    | $                                   
|Revenue                                | 163,198                              | 110,822                             
|Net Loss                               | (256,356)                            | (613,300)                           
|Net Loss per share (Basic and Diluted) | (0.01)                               | (0.03)                              

5. CONVERTIBLE LOAN DEBENTURES

On November 1, 2000, the Company entered into an Investment Agreement with
Lee Enterprises Incorporated ("Lee") whereby Lee provided funding of $1,500,000
in the form of a floating rate subordinated convertible debenture. The
$1,500,000 subordinated convertible debenture consists of a series of six
debentures of $250,000 that were received by the Company during the year ended
June 30, 2001. The Investment Agreement provides Lee the right to convert the
floating rate subordinated convertible debenture into 6,902,429 common shares of
the Company at a conversion price of $0.2173 per common share. If Lee does not
convert the debenture into common shares, the Company will be required to repay
the $1,500,000 loan on October 31, 2003. Each series of $250,000 subordinated
convertible debenture bears interest at the Wall Street Journal rate less 1%.
The weighted average effective rate for the three months ended September 30,
2002 on these debentures was 3.75%. Interest for the three months ended
September 30, 2002 on these debentures amounted to $14,178.

On July 30, 2001, the Company and Lee entered into a First Amendment To
Investment Agreement, which amended the Investment Agreement dated November 1,
2000 whereby Lee agreed to provide additional funding of $1,500,000 in the form
of floating rate subordinated convertible debentures. The additional $1,500,000
subordinated convertible debentures were in the form of a series of twelve
debentures (debentures "G-R") ranging in value from $50,000 to $310,000, which
were funded during the period from August 10, 2001 to July 1, 2002. This
resulted in a total investment by Lee of $3,000,000.

The first amendment to the Investment Agreement provides Lee the right to
convert the second $1,500,000 floating rate subordinated convertible debenture
into 8,522,727 common shares of the Company at a conversion price of $0.176.
Should Lee convert both investments of $3,000,000 it would result in the Company
issuing 15,425,156 common shares. If Lee does not convert the second debenture
to common shares the Company will have to repay the $1,500,000 loan on October
31, 2003. Each Series "G-R" subordinated convertible debenture for the second
investment of $1,500,000 bears interest at the Wall Street Journal rate less 1%.
The weighted average effective rate for the three months ended September 30,
2002 on these debentures was 3.75%. Interest for the three months ended
September 30, 2002 on these debentures amounted to $14,339.

In conjunction with the first amendment to the Investment Agreement dated
July 30, 2001, the Company also amended the November 30, 2000 Loan and Security
Agreement and the Collateral License Agreement and the Registration Rights
Agreement to reflect the Series G-R debentures.

On August 1, 2002, the Company and Lee entered into a Second Amendment To
Investment Agreement, which amended the Investment Agreement dated November 1,
2000 whereby Lee agreed to provide additional funding of $300,000 in the form of
floating rate subordinated convertible debentures. The additional $300,000
subordinated convertible debentures were in the form of a series of three
debentures (debentures "S, T and U") ranging in value from $75,000 to $125,000,
which were funded on August 1, 2002, September 1, 2002 and October 11, 2002
respectively. As of September 30, 2002, the Company had received $100,000 under
the Series S Debenture and $125,000 under the Series T Debenture.

The second amendment to the Investment Agreement provides Lee the right to
convert the $300,000 floating rate subordinated convertible debenture into
1,704,545 common shares of the Company at a conversion price of $0.176 per
common share. As of September 30, 2002, the Company received $100,000 under the
Series S Debenture and 125,000 under the Series T Debenture.

The second amendment to the Investment Agreement also contains certain
affirmative and negative covenants that restrict the Company's activities. As of
September 30, 2002, the Company is in compliance with the covenants in the
Investment Agreement as amended. Interest due on the convertible debentures can
be repaid or converted into shares of the Company's common stock at fair market
value on the date of conversion at the option of Lee.

6. SHARE CAPITAL

[a] Common stock

On September 9, 2002, the Company issued 1,004,277 common shares to FP
Canadian Newspapers Limited Partnership in connection with the acquisition of
10digit Communications [Note 4].

[b] Stock options

Stock option transactions for the quarter ending September 30, 2002 are
summarized below:

|                                              | Shares       | Outstanding options
|--------------------------------------------- | ------------ | -------------------
|                                              | available    |                    
|                                              | under option | Shares             
|                                              | #            | #                  
|Balance, June 30, 2002 and September 30, 2002 | 110,000      | 2,890,000          

The following table summarizes information about stock options that are
outstanding at September 30, 2002:

|              |                                   | Options outstanding                   | Options exercisable                   
|------------- | --------------------------------- | ------------------------------------- | --------------------------------------
|Exerciseprice | Numberoutstanding atJune 30, 2002 | Weighted-averageremaining contractual | Numberoutstanding atSeptember 30, 2002
|$             | #                                 | life                                  | #                                     
|0.25          | 2,890,000                         | 2.54                                  | 1,066,667                             

[c] Warrants

The following represents a summary of warrants outstanding at September 30,
2002:

|                           | Outstanding warrants
|-------------------------- | --------------------
|                           | Shares              
|Grant Date                 | #                   
|September 30, 1999         | 465,800             
|October 13, 1999           | 132,138             
|December 10, 1999          | 408,000             
|January 18, 2000           | 138,000             
|January 31, 2000           | 500,000             
|May 1, 2000                | 405,240             
|May 18, 2000               | 280,000             
|June 13, 2000              | 541,600             
|November 10, 2000          | 200,000             
|June 26, 2001              | 160,000             
|Balance September 30, 2002 | 3,230,778           

[d] Loss per common share

The following table sets forth the computation of basic and diluted loss per
share:

|                                                     | Three Months Ended September 30 2002 | Three Months Ended September 30 2001
|---------------------------------------------------- | ------------------------------------ | ------------------------------------
|                                                     | $                                    | $                                   
|Net loss for the period                              | (256,356)                            | (592,546)                           
|Net loss attributable to common shareholders         | (256,356)                            | (592,546)                           
|                                                     |                                      |                                     
|Weighted average number of common shares outstanding | 23,533,135                           | 23,110,565                          
|                                                     |                                      |                                     
|Basic and diluted loss per common share              | (0.01)                               | (0.03)                              

For the quarters ended September 30, 2002 and 2001, all of the Company's
common shares issuable upon the exercise of 2,890,000 stock options and
3,230,778 warrants were excluded from the determination of diluted loss per
common share as their effect would be anti-dilutive.

7. COMPARATIVE FIGURES

Certain comparative figures have been reclassified from statements previously
presented to conform to the presentation adopted in the current quarter.

8. SUBSEQUENT EVENT

On October 11, 2002, the Company received $75,000 from Lee representing the
Series-U Debenture under the Investment Agreement as amended.

Item 2. Management's Discussion and Analysis

General

The Company incurred a loss for the three months ended September 30, 2002 of
$256,356 as compared to a loss of $592,546 for the same period in 2001,a
decrease of $336,190.

The decrease in loss for the three months ended September 30, 2002 of
$336,190 is the result of increased revenues and reduced expenses resulting
primarily from the following items compared to the same three months ended
September 30, 2001:

Summary of Improved Operating Loss:



|Improved Revenue             | $96,900 
|---------------------------- | --------
|Decreased Cost of Sales      | $65,615 
|Decreased Operating Expenses | $206,851

The Company's operating losses have been decreasing in a continued downward
trend as experienced in the last six quarters.

Revenue

The Company recorded revenue of $163,198 in the three months ended September
30, 2002 an increase of $96,900 over the same three month period in 2001. Total
revenues have been increasing in a continued upward trend for the last eight
quarters. The revenue increase for the quarter resulted primarily from increased
promotional advertisements in special sections; increased number of total
special sections; increased content fees for the increased special sections and
auction revenue. Editorial content data is added to our customers' special
sections and content revenue is earned on a periodic basis. Although custom
development fees decreased by $12,000, other revenue items including recently
launched auctions increased by $44,524 during the three months ended September
30, 2002 compared to the same period ended September 30, 2001. Training revenue
is dependent on the customer's needs and can fluctuate each quarter. The Company
generates auction revenue when a customer uses our Xpress Auction product and
services to run an online auction in their market. The Company receives a unit
fee per auction article and a percentage of total auction revenue received by
the newspaper.

Lee newspapers accounted for $65,076 of revenue for the quarter ended
September 30, 2002.

Cost of sales



Cost of sales decreased by $65,615 for this quarter compared to the same
quarter ended September 30, 2001 due primarily to cancellation of Dun &
Bradstreet licensing fees of approximately $55,027, associated with providing
business listing information for Canada and the United States.

Operating expenses

Operating expenses decreased by $206,851 for the quarter ended September 30,
2002 compared to the same quarter ended September 30, 2001. The decrease is due
primarily to decreases in sales and marketing, development and technology,
finance and administration and amortization of eCommerce technology
expenses.





- Decrease in product development and technology expenses this quarter of
  approximately $47,413 was primarily due to reduction of programmers' salary
  expenses of approximately $27,000, resulting from a general salary cut to all
  programmers that averaged 12% and additional capitalization of programmers'
  salary expenses to product development cost of approximately $14,300 compared
  to the previous quarter ended September 30, 2001.
- Decrease in finance and administration expenses of $22,503 this quarter is
  the result of lower audit fees of approximately $5,800 and reduction of
  administration salary expenses of approximately $18,700, resulting from a
  general salary cut to all finance and administration employee that averaged
  14%.
- Decrease in amortization of eCommerce technology expenses of approximately
  $118,050, a non cash item, is primarily attributable to remaining balance
  being fully amortized in the third quarter ended March 31, 2002.

Financing and Liquidity

As of September 30, 2002, the Company had a cash balance of $46,948, a
working capital deficiency of $1,227,992 that included shareholders' loans of
$271,793, a demand instalment loan of $151,045, accounts payables and accrued
liabilities of $458,723, deferred revenue of $70,553, current portion of
obligations under capital lease of $45,168 and current portion of loans payable
of $350,000.

On July 30, 2001, the Company amended the Investment Agreement dated November
1, 2000 with Lee whereby Lee would provide additional funding of up to
$1,500,000 in the form of a floating rate subordinated convertible debenture.
This would result in a total investment by Lee of $3,000,000 if all debentures
were funded. The additional $1,500,000 subordinated convertible debenture would
consist of a firm commitment of $710,000 and a discretionary commitment of
$790,000 in the form of a series of twelve debentures (debentures "G-R") ranging
in value from $50,000 to $310,000 each that would be funded during the period
from August 10, 2001 to July 1, 2002. As of June 30, 2002 the Company received
all payments under the series "G-R" debentures.

The first amendment to the Investment Agreement provides Lee the right to
convert the second $1,500,000 floating rate subordinated convertible debenture
into 8,522,727 common shares of the Company at a conversion price of $0.176.
Should Lee convert both investments of $3,000,000 it would result in the Company
issuing 15,425,156 common shares. If Lee does not convert the second debenture
to common shares the Company will have to repay the $1,500,000 loan on October
31, 2003. Each Series "G-R" subordinated convertible debenture for the second
investment of $1,500,000 bears interest at the Wall Street Journal rate less 1%.
The weighted average effective rate for the three months ended September 30,
2002 on these debentures was 3.75%. Interest for the three months ended
September 30, 2002 on these debentures amounted to $14,339.

In conjunction with the first amendment to the Investment Agreement dated
July 30, 2001, the Company also amended the November 30, 2000 Loan and Security
Agreement and the Collateral License Agreement and the Registration Rights
Agreement to reflect the Series G-R debentures.

On August 1, 2002, the Company amended Second Investment Agreement with Lee.
This agreement was amended to add three additional debenture series (S, T and U)
which total an additional $300,000. Payments under the amendment are August 1,
2002 for $100,000, September 1, 2002 for $125,000 and $75,000 on October 1,
2002. All the terms of the second debenture remain with the extension.

The second amendment to the Investment Agreement provides Lee the right to
convert the $300,000 floating rate subordinated convertible debenture into
1,704,545 common shares of the Company at a conversion price of $0.176 per
common share. As of September 30, 2002, the Company received $100,000 under the
Series S Debenture and $125,000 under the Series T Debenture.

The second amendment to the Investment Agreement also contains certain
affirmative and negative covenants that restrict the Company's activities. As of
September 30, 2002, the Company is in compliance with the covenants in the
Investment Agreements as amended. Interest due on the convertible debenture can
be repaid or converted into shares of the Company's common stock at fair market
value on the date of conversion at the option of Lee.

Based on the forecasted expenditures for the three months ended September 30,
2002, the Company forecast minimum annual operating cash requirements of
approximately $1.5 million. The Lee investment of $300,000 provides the Company
20% of its forecasted operating cash requirement until June 30, 2003. Revenue
from new media companies under contracts in June 2002 will help to offset the
Company's cash flow shortfall of $1,500,000. The Company expects to see
additional revenues from clients signed in the later part of fiscal 2002 as they
will continue to launch additional Special Sections over their original Special
Section launched. A number of clients signed in the later part of fiscal year
2002 have multiple newspapers which are commencing to launch Special Sections
across their newspapers such as Freedom Newspapers. Based on the Company's
success of signing new contracts CityXpress expects to sign additional contracts
with new media companies that will provide additional operating cash.

The Company is expecting Xpress Auctions to contribute significant revenues
in fiscal 2003 as the Company intensifies its direct marketing efforts in the
United States. Also the Company is having success cross marketing Special
Sections and Xpress Auctions with its existing client base. Special Sections
clients are contracting for Xpress Auctions and new Xpress Auction clients are
contracting for Special Sections. The Company also anticipates that clients who
ran Xpress Auctions this year will contract to run another Xpress Auction in
2003.

The Company anticipates operating revenue improvements from both Xpress
Auctions and Special Sections.

Plan of Operation

The Company is dependent on obtaining additional financing for ongoing
operation, capital expenditures and working capital. There is no assurance that
such financing will be available when required by or under terms favorable to
the Company.

The Company anticipates that media revenue from Lee will grow as Lee
implements the Company's products at more of its daily newspapers. Revenue
generated from Lee for the period ended September 30, 2002 amounted to $63,670.
Revenue from Lee over the next three quarters are expected to increase as Lee is
continuing to roll out Special Sections across their 43 daily newspaper
properties, which will result in increased revenue to the Company. Freedom is
expected to continue its rollout to its 25 Community Newspapers. As of September
30, 2002, 12 out of 25 have rolled out Special Sections. The Company will work
closely with each contracted media company to ensure that Special Sections are
launched in all their newspapers

On July 10, 2002 the Company acquired 10digit Communications the online
auction division of the Winnipeg Free Press. 10digit Communications which had
run 35 auctions with the majority being for newspapers owned by CanWest Global
Communications Corp. (CanWest). During the period from January to June 30, 2002,
10digit Communications generated auction revenues of approximately $167,000.

The Company will also generate auction revenue from auction clients of
10digit Communications. The Company expects that auction revenue will be a
significant revenue generator in fiscal 2003.

The Company also intends to develop additional products in conjunction with
its media partners that will leverage the sales relationship it has developed
with each media partner. These future products will allow the media company's
sales force to have additional products that they can sell to their local
markets. These additional products will result in incremental revenue for the
Company from its established newspaper customer base. Each additional media
company agreement will generate additional revenue and cash flow. Management is
confident it will be successful in closing additional media agreements in the
next year.

The Company is presently seeking additional funding through private offerings
with individuals, institutions and media partners. The Company believes it can
raise additional funds through these offerings.

The management of the Company believes that it will generate sufficient cash
through private offerings, customer revenue and investments from media partners
to fund its operations until June 30, 2003.

Business Risks

The Company faces significant business risks on a going forward basis, which
could negatively impact the Company:

- Raising the equity financing needed to operate the Company at its current
  operating level and providing the operating funds, capital additions and
  repayment of liabilities in a timely manner. If the Company is unsuccessful in
  this regard it will be required to reduce operating expenditures to a level
  that will be in-line with cash flows.
- The Company may be unsuccessful in obtaining additional media partners and
  its agreement with contracted clients may result in lower revenues than
  projected. In either case, the Company would have to re-evaluate its business
  model to determine if there was another partnership arrangement that would
  provide the economic, cash flow or business advantages it currently believes
  will be provided by media companies. The Company at this time cannot assess
  whether it could find other business partners and negotiate favorable terms
  that would provide the necessary revenue and cash flow required by the
  Company. If the Company is unsuccessful in this regard it will be required to
  reduce operating expenditures to a level that will be in-line with cash flows.
- A major competitor or new company could dominate the market sector being
  targeted by the Company. The Company would then have to assess the impact of
  the situation. The United States and Canadian newspaper markets are large and
  there may be room for multiple suppliers to service existing media companies.
  If not, then the Company would have to assess other market sectors it could
  penetrate successfully. If the Company is unsuccessful in this regard it will
  be required to reduce operating expenditures to a level that will be in-line
  with cash flows.

- The Company is dependent on key senior development personnel who have
  developed the Company's core product offering. Should these individuals leave
  the employ of the Company it would have a setback to its future development
  plans. This setback would be overcome by hiring new senior developers that
  would have to become familiar with the Company's products.
- The Company is dependent on the continual growth of the Internet as an
  advertising medium for local advertisers. Should this prove untrue the Company
  will have to assess other business strategies for selling promotional products
  to local advertisers.
- Technologies may change making the Company's products obsolete. The
  Company is aware of changes in technology and is integrating new technologies
  into its product offerings to ensure that they do not become obsolete because
  of changing technology.



The Company's exposure to market risk is dependent upon the fluctuation of
interest rates. The risk of foreign currency is not significant and the Company
does not use derivative financial instruments.

Item 3. Controls and Procedures

Within the 90 days prior to the date of filing this Quarterly Report on Form
10-QSB, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic filings with the Securities
and Exchange Commission. Subsequent to the date of that evaluation, there have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect those internal controls, nor were any
corrective actions required with regard to significant deficiencies and material
weaknesses.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings



The Company is not involved in any legal proceedings.



Item 2. Changes in Securities and Uses of Proceeds



During the first quarter ended September 30, 2002, the Company received an
additional $225,000 in funding from Lee Enterprises Incorporated under two (2)
convertible debentures. The Company received $100,000 on August 1, 2002 and
issued its Series S floating rate subordinated convertible debenture, $125,000
on September 1, 2002 and issued its Series T floating rate subordinated
convertible debenture.

For additional information please refer to the Financing and Liquidity
section in this Form 10-QSB under Item 2 Management's Discussion and
Analysis.

On September 9, 2002, the Company issued 1,004,277 common shares to FP
Canadian Newspapers Limited Partnership for the acquisition of 10digit
Communications. For additional information please refer to notes 4 and 6[a] of
the consolidated financial statements enclosed. The Company claims exemption
from the registration requirements of the Securities Act of 1933 as amended
under Section 4(2) and Regulation D under that Act.

Item 3. Defaults Upon Senior Securities

There have been no defaults by the Company regarding any senior
securities.

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

99.1 Certificate of Chief Executive Officer dated November 14, 2002.

99.2 Certificate of Chief Financial Officer dated November 14, 2002.

Form 8K reporting under Item 2 dated July 10, 2002.

Form 8K reporting under Item 5 dated October 7, 2002.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this Amendment No. 1 to Form 10-QSB/A
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        |  | CityXpress Corp              
|----------------------- |  | -----------------------------
|                        |  |                              
|Date: November 14, 2002 |  | /s/ Ken Bradley              
|                        |  | Signature                    
|                        |  |                              
|                        |  | Ken Bradley                  
|                        |  | Print Name                   
|                        |  |                              
|                        |  | Chief Operating Officer & CFO
|                        |  | Title                        



CERTIFICATION

I, Phil Dubois, certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form
10-QSB/A of CityXpress Corp.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/s/ Phil Dubois_____

Signature

President &
CEO



CERTIFICATION

I, Ken Bradley, certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form
10-QSB/A of CityXpress Corp.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b. evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c. presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/s/ Ken Bradley_____

Signature

Chief Financial Officer



Exhibit 99.1



Statement of Chief Executive Officer

Pursuant to Section 1350 of Title 18 of the United States
Code



Pursuant to Section 1350 of Title 18 of the United States Code, I, Phil
Dubois, the President & Chief Executive Officer of CityXpress Corp. (the
"Corporation"), hereby certify that:

(1) I have reviewed this Amendment No. 1 to the Quarterly Report on Form
10-QSB/A of the Corporation (the "Report") [to which this statement is an
Exhibit];

(2) the Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(3) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.

/s/ Phil Dubois

Name: Phil Dubois

Title: President & Chief Executive Officer of CityXpress Corp.

Date: November 14, 2002



Exhibit 99.2



Statement of Chief Financial Officer

Pursuant to Section 1350 of Title 18 of the United States
Code



Pursuant to Section 1350 of Title 18 of the United States Code, I, Ken
Bradley, the Chief Financial Officer of CityXpress Corp. (the "Corporation"),
hereby certify that:

(1) I have reviewed this Amendment No. 1 to the Quarterly Report on Form
10-QSB/A of the Corporation (the "Report") [to which this statement is an
Exhibit];

(2) the Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(3) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.

/s/ Ken Bradley

Name: Ken Bradley

Title: Chief Financial Officer of CityXpress Corp.

Date: November 14, 2002