SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                 FORM 10-KSB/A
                                 Amendment No.2

                  /x/ Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                    For the Fiscal Year Ended March 31, 2003

             / / Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        Commission File Number: 333-46424

                              E-City Software, Inc.
                 (Name of small business issuer in its charter)

                         Nevada                       88-0461317
             (State or other jurisdiction of      (I.R.S. Employer
              incorporation or organization)      Identification Number)

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


                                 (504) 524-5425
                               (Telephone Number)

           Securities registered pursuant to Section 12(b) of the Act:

         Title of each class         Name of each exchange on which registered

              None                                    N/A

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, par value $0.0001
                                (Title of Class)


    Check whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes /X/ No / /

    Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B in this form, and no disclosure will be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. / /

    State issuer's revenues for its most recent fiscal year: $0

    Aggregate market value of the Registrant's Common Stock held by
non-affiliates as of March 31, 2003 was approximately $70,102. The number of
shares of the Registrant's Common Stock outstanding as of June 30, 2003 was
45,130,000.

    Transitional Small Business Disclosure Format: Yes / /  No /X/




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             TABLE OF CONTENTS                                            Page

             Part I.

Item 1.      Description of Business                                        3

Item 2.      Description of Property                                        7

Item 3.      Legal Proceedings                                              7

Item 4.      Submission of Matters to a Vote of Security Holders            7

             Part II.

Item 5.      Market for Common Equity and Related Shareholder Matters       7

Item 6.      Management's Discussion and Analysis                           11

Item 7.      Financial Statements                                           18

Item 8.      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure                         33

             Part III

Item 9.      Directors, Executive Officers, Promoters and Control
             Persons; Compliance With Section 16(a) of the Exchange Act     33

Item 10.     Executive Compensation                                         34

Item 11.     Security Ownership of Certain Beneficial Owners and Management 35

Item 12.     Certain Relationships and Related Transactions                 37

Item 13.     Exhibits List and Reports on Form 8-K                          40



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                                        3

Forward-Looking Statements

    Certain statements in this Annual Report on Form 10-KSB constitute
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of E-City Software, Inc. (collectively, referred to
as "we," "us," "our," E-City" and/or "the company"), or developments in the
company's industry, to differ materially from the anticipated results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: the company's limited
operating history, the company's dependence upon a relative concentration of
customers, competition, product development risks, risks of technological change
and the company's ability to protect its intellectual property rights.


PART I.

Item 1. DESCRIPTION OF BUSINESS


Overview

    E-City has been operating as a computer mapping company. Computer mapping
uses digital versions of maps to produce maps on computer, which may be viewed
on cd-rom or over the internet or which may in turn be developed into digitally
produced paper maps for publication and sale. Some computer mapping technology
allows users to interact with the maps in limited ways, allowing them to zoom in
closer or farther away from a particular object or section of the map using
functions contained on the computer map. Users can also customize some computer
maps to their preferences, specifying scale, how roads are identified, or other
features, such as color. E-City has produced a style of computer mapping which
includes drawings of buildings, features and landscapes on to the computer map
of streets and cities. These buildings and landmarks are easy to recognize and
facilitate the ability of drivers, pedestrians or tourists to orient themselves
and navigate a particular urban area. E-City has produced these computer maps
for eight major US cities, 4 Canadian cities as well as Munich, Germany. In
general, the computer mapping industry has focused on developing maps that
depict streets and intersections without buildings or landmarks, or with only a
symbol indicating a building or landmark. E-City has taken the approach that
consumers would desire a city view that contains certain building and landmark
information in a way that is easy to recognize. The computer mapping industry is
a fairly new industry. Most computer maps are viewed on a free-of-charge basis
to consumers visiting websites or requesting driving directions on the internet.
These maps are developed and paid for generally either by websites who charge a
fee to advertisers to show advertisements to consumers who are looking for maps
or by businesses operating a website on the internet who pay computer mapping
providers to provide location and direction maps to visitors to their corporate
sites.

History and form of organization

    E-City Software, Inc. is a Nevada corporation formed on May 12, 2000 for the
purpose of developing and commercializing computer mapping products in cd-rom
format and on the internet. Our subsidiary, Butterfly Software, Inc., a British
Columbia corporation, was formed on November 8, 1998 for the purpose of
producing computerized maps. In its original conception, Butterfly was to make
computerized maps in the form of maps of popular tourist destinations which it
planned to sell to wholesale and retail customers on cd-rom in a screen saver
format. In September of 1999, Butterfly changed its business model and began
focusing on the delivery of computer maps via the internet, as well as in cd-rom
format.

    Butterfly faced a number of challenges in developing and delivering its
mapping products. The development process for the maps involves circling a
target city in a helicopter and taking video of the areas to be mapped.
Butterfly's in-house animation staff then draws maps of the area based on the
video. These maps are digitized, colored, streets are labeled and animated
features, such as cars moving across a bridge or people walking, are added.
Butterfly faced challenges in developing a software interface that made the maps
easy to navigate and use. There were also challenges in compressing the maps to
a sufficiently low level of required file storage space to make them practical
for transmission over the internet. Butterfly's internal software developers
solved these problems through experimentation and trial and error and Butterfly
is now able to deliver the maps within acceptable size parameters.

E-City combination with Butterfly Software

    Butterfly Software became a wholly owned subsidiary of E-City on August 15,
2000. E-City purchased 100% of the stock of Butterfly Software on August 15,
2000 in exchange for 100,000 shares of common stock of E-City.

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E-City's principal products and services

  Historically, E-City has had one service and one product that it has provided.
The service which E-City has provided was the development of computer maps for
major metropolitan areas that have been developed for a customer and then
provided to that customer over the internet and on cd-rom. E-City has had four
such contracts with various customers for the development of cities in major
metropolitan areas. E-City has had the capability of developing more cities for
individual customers on a contract basis, provided such a customer were to
contact E-City directly and provide the financing for such a project in advance
of development. E-City is not actively seeking new customers for this map
development service, as it does not have the resources to conduct active sales
or marketing efforts. E-City is uncertain how it will attract new customers in
the future. E-City is not certain how it would provide any services to customers
in the future, given its current funding situation and lack of human resources
and equipment.

    In addition to the custom computer map development services described above,
E-City has one product that consists of a computerized taxi dispatch system.
This system was designed to be licensed to taxi cab companies through the use of
distributors. E-City had one such distributor, Fog City Taxi. E-City was unable
to continue to support this product due to a lack of funding. In addition,
Fog City Taxi did not make the payments that were required to be made under the
License Agreement entered into between E-City and Fog City Taxi on December 13,
2001.


    E-City is not currently engaged in any sales or marketing efforts to find
customers. As E-City does not currently offer any products or services, it is
uncertain how it would price such products or services.  In the current
financing situation, it is unlikely that E-City will be able to sell any
products or services.


Distribution and marketing methods

   Presently, no one other than Fog City Taxi is actively distributing E-City
products or services. E-City has no products or services that are currently
being offered.

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Status of products and services

    Due to funding constraints, E-City is not able to pursue customers of its
computer mapping services. E-City has offered its Taxi Dispatch product
through its distributor, Fog City Taxi. E-City had planned a number of products
in development in 2001 and 2002. These products included a paper map product, a
wireless product, an in vehicle navigation product and a 3d Health Map product.
The wireless and in vehicle navigation map product and health map are
substantially complete, though E-City lacks the human or financial capital to
finish, supply or support these products. E-City currently has no customers for
these specialized mapping services. E-City mapping services also exist
in a paper map format. E-City had one customer for its paper mapping services.
No other products or additional services are planned for development in 2003 due
to E-City's current liquidity situation. Should E-City's cash position improve,
E-City may reevaluate new product or service opportunities as presented. E-City
also has the ability to license its already developed custom mapping services on
an individual license basis, though it lacks the resources to engage in such
licensing presently.


Revenues

     Historically, all of E-City's revenues have been derived from its
distributors and its customer Cityscape.com. 100% of E-City's revenues have been
derived from sales of its computer mapping services and its taxi dispatch
product. E-City anticipates that there will be no future revenue unless E-City's
financing situation should improve, due to its current inability to pursue,
market, support and distribute its computer mapping services or products. Until
E-City's funding situation improves, E-City does not anticipate any revenues.


Competitive conditions, competitive position and methods of competition

    The computer mapping market in which we have competed is relatively new and
the services which we have offered are highly specialized. While competition
exists for most of our service offerings, the number of companies with which we
compete is relatively small.

    As we are not currently offering products or services, and have not
determined what products or services we might offer were our financial situation
to improve, we are uncertain about the competitive climate surrounding E-City.


    Our Taxi Dispatch product competes against a number of highly sophisticated
taxi dispatch technologies. Our main competitor, DDS, supplies very expensive
and elaborate systems for use by very large taxi companies. Rather than compete
against DDS and other large taxi dispatch software companies, our focus has been
on the smaller independent taxi organizations. We believe that the small taxi
dispatch market is highly fragmented and we are not aware of any large
competitor that specifically addresses this market. As we are uncertain about
the status of Fog City's sales of our Taxi Dispatch product and due to our
precarious financial situation, we are uncertain if our product is competitive
at all with other taxi dispatch solutions.


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Dependence on one customer

   We do not currently have any customers or any revenue. Historically, we have
been heavily dependent on our customer, Cityscape.com, Inc., for a large portion
of our sales. We have had two distributors in the past, neither of whom
is distributing products for us presently.  As we have entered into a settlement
agreement on May 23, 2003 with Cityscape which included a mutual release and a
release of payments due us, we will not be receiving any additional revenue from
Cityscape. We have no expectation of receipt of any payments from any previous
customers.


Research and development

    E-City has not made an investment to date in research and development.
E-City has developed its computer mapping process and its Taxi Dispatch product
as part of the execution of its obligations under agreements with its various
customers. To the extent that the development of E-City's mapping process and
related specialty services, such as 3d Car Map, 3d Health Map, and Taxi Dispatch
qualifies as research and development, 100% of the development of its products
and services was borne by E-City's customers. Butterfly Software, E-City's
subsidiary, spent $0 and $38,706 on research and development during 2003 and
2002 respectively.


Proprietary rights and licensing

    We rely primarily on a combination of copyrights, licenses, trade secret
laws and restrictions on disclosure to protect our intellectual property and
proprietary rights. We also enter into confidentiality agreements with our
employees and consultants, and generally control access to and distribution of
our internal documentation and other proprietary information. The software that
we utilize in the development of our computer maps is all commercially available
software that we purchase with the standard form of end user license agreement.


Regulatory environment

    The aspect of our business that faces significant governmental regulation or
is likely to face such regulation is the aspect of our computer mapping
capability delivered via the internet and through our website. Within the United
States, the legal landscape for internet privacy is new and rapidly evolving.
Collectors and users of consumer information over the internet face potential
tort liability for public disclosure of private information; and liability under
federal and state fair trade acts when information sharing practices do not
mirror stated privacy policies. Due to the increasing popularity and use of the
internet, it is likely that a growing number of laws and regulations will be
adopted at the international, federal, state and local levels relating to the
internet covering issues such as user privacy, pricing, content, copyrights,
distribution, antitrust and characteristics and quality of services. Further,
the growth and development of the market for activity on the internet may prompt
calls for more stringent consumer protection laws that may impose additional
burdens on those companies conducting business online. The adoption of any
additional laws or regulations may impair the growth of the internet, which
could, in turn, decrease the demand for our services and increase our cost of
doing business. Moreover, the applicability to the internet of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any such new legislation or regulation, the application of laws and
regulations from jurisdictions whose laws do not currently apply to our business
or the application of existing laws and regulations to the internet could harm
our business.

Employees and consultants

    As of March 31, 2003, we had 1 part time employee and two consultants. Our
employee is not subject to a collective bargaining agreement. We do not have any
written employment agreements with our employee. We believe that our relations
with our employee and consultants are good.

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Item 2. DESCRIPTION OF PROPERTY

    Our headquarters have relocated to located in New Orleans, LA and consist of
approximately 600 square feet. This facility is rented on a month-to-month basis
with no lease agreement. We believe that these existing facilities are adequate
to meet our current, foreseeable requirements or that suitable additional or
substitute space will be available on commercially reasonable terms.


Item 3. LEGAL PROCEEDINGS

    In May 2002 a former employee of the Company filed a suit claiming
non-performance under a severance agreement with the Company in King County,
Washington District Court. The former employee claimed that the Company owes him
$30,000 under a severance agreement and $9,505 in un-reimbursed expenses and
legal fees. The employee began his employment with the Company in April 2002 and
was terminated in the same month. On October 25, 2002 the company was notified
that a judgment was awarded in the amount of $30,000. The Company has filed an
order denying motion for attorney fees in this matter. On December 11, 2002 the
Company executed a partial settlement agreement whereby computer equipment was
transferred resulting in a $7,500 reduction in the amount owing to this former
employee.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.


Part II.

Item 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market for Our Common Stock

     Our common stock is listed on the Over the Counter Bulletin Board under the
symbol "ECTY." The following table sets forth, for the periods indicated, the
high and low sales prices per share of our common stock as reported by the Over
the Counter Bulletin Board. Prior to this time there was no public market for
our stock.



Fiscal year ending March 31, 2003:                             High       Low

First Quarter                                                  $0.36     $0.04
Second Quarter                                                 $0.10     $0.01
Third Quarter                                                  $0.01     $0.005
Fourth Quarter                                                 $0.005    $0.01


Fiscal year ending March 31, 2002:                             High       Low


Second Quarter *(from August 16, 2001)                         $5.00     $5.00
Third Quarter                                                  $7.92     $2.30
Fourth Quarter                                                 $3.42     $0.31

*Prior to this time there was no public market for our stock.

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   We have never paid cash dividends and do not plan to do so in the foreseeable
future. According to the records of our transfer agent, at March 31, 2003, there
were approximately 64 stockholders of record of our common stock.


     As of March 31, 2003,  there are no options  outstanding to purchase shares
of our  common  stock and no  options  to  purchase  our  common  stock that are
authorized and available for grant. We have 3,771,340  shares that were eligible
for sale under  Rule 144 on August 9,  2001.  We have  50,000  shares  that were
eligible for sale under Rule 144 on August 15, 2001. We have 6,108,660 shares of
common stock that were  registered  under the Securities Act on form SB-2.  This
registration  statement  became effective on May 4, 2001. We have 130,000 shares
that were  eligible for sale under Rule 144 on January 25, 2003.  We have 70,000
shares that were eligible for sale under Rule 144 on January 31, 2003.

     According  to  our  transfer  agent,  as of  March  31,  2003,  there  were
approximately  64 holders of record of our shares of common stock.  No dividends
have  been  paid on our  common  stock  to  date,  and we have no  plans  to pay
dividends on our common stock in the foreseeable future.


    The Securities and Exchange Commission has adopted a rule that established
the definition of a "penny stock," for purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the SEC relating to the
penny stock market, which, in highlight form, (i) sets forth the basis on which
the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
As a result, if trading in our common stock is determined to be subject to the
above rules, a stockholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, our securities.

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Recent sales of unregistered securities

    The registrant sold 130,000 shares of common stock on January 25, 2002 and
70,000 shares of common stock on January 31, 2002 to a total number of 9
investors. There was no public offering of the shares. The duration of the
offering period was January 25, 2002 to January 31, 2002. The sales price for
the shares was determined by the then current trading price of E-City at the
time the shares were purchased of $2.00 and $0.86 per share respectively, for
total offering proceeds to the company of $323,505. The issuance of these shares
removed advances and notes totaling $320,000 and accrued interest of $3,505
owing to various shareholders. These issuances are exempt from registration
under the Securities Act in accordance with Regulation D, Rule 505.

    These shares were issued to existing shareholders of the company. A total of
9 offers concerning the securities were made during the period of the offering.
There was no general solicitation, public announcement, advertisement or general
offering of the securities. All of the offers were made to current shareholders
of the company. These 9 offers resulted in sales 200,000 shares to 9
shareholders of record. Of the 9 sales that took place, 5 sales were made to
unaccredited, non-affiliate investors. Each individual investor, whether
accredited, unaccredited, affiliated or unaffiliated was provided with the
following information: (i) the information required to be furnished in Part I of
Form SB-2 under the Securities Act; (ii) the information required by Item 310 of
Regulation S-B; (iii) the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any additional
information which the issuer possesses or can acquire without unreasonable
effort or expense that is necessary to verify the accuracy of any information
furnished in connection with the offering; (iv) written disclosure regarding the
limitations and restrictions on resale of the securities.


     Between May 12, 2000 and August 1, 2000, the registrant sold 9,830,000
shares of common stock. There was no public offering of the shares. The duration
of the offering period was May 12, 2000 to August 1, 2000 at a price per share
of par value of $0.0001 per share, for total offering proceeds to the company of
$491.50. These issuances are exempt from registration under the Securities Act
in accordance with Regulation D, Rule 505. These shares were issued to officers,
directors and affiliates of the company, as well as a limited number of donees
of officer and director Anis Jessa. A total of 51 offers concerning the
securities were made during the period of the offering. There was no general
solicitation, public announcement, advertisement or general offering of the
securities. All of the offers were made to acquaintances and business associates
of the officers and directors of the company. These 51 offers resulted in sales
of 9,830,000 shares to 50 shareholders of record. Of the 50 sales that took
place, 30 sales were made to unaccredited, non-affiliate investors. Each
individual investor, whether accredited, unaccredited, affiliated or
unaffiliated was provided with the following information: (i) the information
required to be furnished in Part I of Form SB-2 under the Securities Act; (ii)
the information required by Item 310 of Regulation S-B; (iii) the opportunity to
ask questions and receive answers concerning the terms and conditions of the
offering and to obtain any additional information which the issuer possesses or
can acquire without unreasonable effort or expense that is necessary to verify
the accuracy of any information furnished in connection with the offering; (iv)
written disclosure regarding the limitations and restrictions on resale of the
securities.

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                                       10



     Officer and director Robin Moulder purchased 40,000 shares of common stock
at $0.0001 per share on August 1, 2000 in the above mentioned private placement.
Officer and director Sal Devji purchased 400,000 shares of common stock at
$0.0001 per share on August 1, 2000 in the above mentioned private placement.
Officer Susan Polmar purchased 10,000 shares of common stock at $0.0001 per
share on August 1, 2000 in the above mentioned private placement.

    On February 1, 2001, Salim Devji resigned as an officer, director and
employee of E-City Software. As part of his settlement and severance package,
Mr. Devji agreed to transfer 350,000 of his common shares of E-City Software to
Anis Jessa. On September 30, 2001 Susan Polmar resigned as an officer of E-City
Software. On December 31, 2001 Robin Moulder resigned as an officer and Director
of E-City Software.

     On August 15, 2000, E-City issued to Butterfly Software, a related party,
accredited investor who had access to information regarding the registrant,
100,000 shares of common stock in exchange for the purchase of 100% of the
issued and outstanding stock of Butterfly Software under the attached stock
purchase agreement. This issuance is exempt from registration under the
Securities Act in accordance with Regulation D, Rule 505.

    The company has relied on Regulation D, Rule 505 of the Securities Act of
1933 for its private placement exemption, such that the sales of the securities
were transactions by an issuer not involving any public offering. All of these
securities have been appropriately marked with a restricted legend and are
"restricted securities" as defined in Rule 144 of the rules and the regulations
of the Securities and Exchange Commission, Washington D.C. 20549. All of these
securities were issued for investment purposes only and not with a view to
redistribution, absent registration. All of the purchasers have been granted
access to the complete books, financial records, contracts, and other business
documents of E-City. Each has also had the opportunity to ask questions of the
management, employees, advisors, attorneys and accountants for E-City. In
addition, each was granted physical access to E-City's facilities for
inspection. Transactions by the registrant involving the sales of these
securities set forth above were issued under the "private placement" exemptions
under the Securities Act of 1933 as transactions by an issuer not involving any
public offering. The registrant has made its own independent determination,
based on its own investigation as to whether each person is (i) a sophisticated
investor capable of assessing the risks inherent in a private offering, (ii)
able to bear the economic risk of his investment and (iii) aware that the
securities were not registered under the Securities Act of 1933 and cannot be
re-offered or re-sold until they have been so registered or until the
availability of an exemption therefrom. The transfer agent and registrar of the
registrant will be instructed to mark "stop transfer" on its ledgers to assure
that these securities will not be transferred absent registration or until the
availability of an applicable exemption is determined.



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                                       11



Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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


Overview

   We currently have no full-time employees, one part time employee, two
consultants, less than $1000 in cash, no customers and no current prospects for
customers or financing. Although we have historically been in the business of
supplying computer mapping services and products, sales and support of such
products and services is currently impossible due to our resource situation.

   Our only present prospect for revenue is the uncompensated efforts of our
chief executive officer, William Robinson.  We have entered into a strategic
alliance agreement between E-City Software, Inc. and On Alert Systems, Inc.
Both companies have agreed to cooperate with each other to enhance the mutual
possibilities of sales relating to On Alert's exclusive marketing and
distribution agreement for the On Alert GDStm gunshot detection system and
E-City's computer mapping markets. The companies plan to explore the uses of
E-City's 3D mapping technology in the On Alert GDS technology being developed by
Synchros Technologies, Inc. of Tulsa, Oklahoma from a party related to William
Robinson, On Alert Systems, Inc., a Nevada corporation. Although Mr. Robinson
has some familiarity with this technology, we have not determined to what extent
existing E-City mapping technology may compliment the gunshot detection
technology as this would be a decision made by the developers, Synchros
Technologies, Inc. Mr. Robinson may also attempt to locate customers for some of
E-City's developed computer mapping products.  As we have no resources to pursue
customers for this technology, any customers would have to be located through
the personal efforts of Mr. Robinson.  Even if Mr. Robinson were able
to locate customers for E-City's products, we would require financing and human
resources in order to be able to support and develop these products.


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

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

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                                       12



Results of operations for the years ended March 31, 2003 and 2002.


    Revenues for the year ended March 31, 2003 were $0. Although E-City had a
number of prospective customers from April, 2002 until July of 2002, we were
unable to successfully negotiate or enter into licensing transactions with these
prospective customers due to our financial instability.  As we were unable to
secure such customers, our financial instability worsened and we effectively
ceased operations in August 2002.

    Revenues for the year ended March 31, 2002 were $ 1,607,774 as E-City
completed work on the remaining five cities under the Cityscape software
development agreement, the city of Munich, Germany for our customer Keller
Verlag GmbH & Co. KG, as well as the cities of Markham and Oakville, Ontario,
Canada. E-City also sold a license of its Taxi Dispatch software to Fog City
Taxi.

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

    This decrease in comparable fiscal periods resulted mainly from our failure
to replace Cityscape with another customer after services were completed on that
contract. Due to our financial constraints, we have not been able to market our
products actively and have not had the requisite financial stability to be an
attractive service provider to our customer base. As a result of these
developments and of a worsening economic environment amongst major airlines,
demand for our services has also decreased compared with the previous period.

    Historically, E-City's revenues have come from a combination of sources,
including the sale of 10 interactive maps of North American cities to Cityscape,
a related party. E-City does not anticipate receiving any revenue in the future
except through the direct sales efforts of chief executive officer William
Robinson or until the financing situation otherwise improves and E-City has the
resources to begin offering computer mapping products and services for sale.

   There were no revenues received during the period ended March 31, 2003. Every
effort was made during the period to contain costs, including a reduction in the
staff, the elimination of E-City's Vancouver facility, in the deferral of
payments to service providers. However, a relatively long sales cycle in
computer mapping services, combined with a worsening economic climate for our
customers and our financial instability and lack of a well-financed sales and
marketing effort, resulted in our failure to close any sales during the period.
Although we had several projects in negotiation during the period, we were
unable to successfully compete for these contracts.

    Currently E-City has no revenue and no signed contracts that we believe
would produce revenue and no immediate prospects for any revenue. E-City
anticipates that its future revenue will come from the direct sales efforts of
chief executive officer William Robinson or until the financing situation
otherwise improves and E-City has the resources to begin offering computer
mapping products and services for sale.

 Cost of revenue. Cost of revenues were $0 for the year ended March 31, 2003 and
$454,469 for the year ended March 31, 2002. Cost of revenues decreased for the
current year as we were unsuccessful in generating any sales.

<PAGE>
                                       13



Operating Expenses

    Sales and marketing. Sales and marketing expenses were $50,684 for the year
ended March 31,2003 and $224,323 for the year ended March 31, 2002. Sales and
marketing expenses decreased for the year ended March 31, 2003 compared
to the comparable fiscal 2002 period due to the cut back in all sales and
marketing activities. We expect no sales and marketing expenses over the
remainder of the year unless our financial condition improves.


    General and administrative expenses are comprised primarily of expenses
related to the support and maintenance of our software development team. Other
costs include consulting fees, accounting services and filing fees.

    General and administrative expenses for the year ended March 31, 2003 were
$166,147 a decrease of $293,983 over the same period in the previous year.
This decrease is a result of the elimination of all software development
personnel as of July 1, 2002, the closing of our Vancouver facility and
corresponding reductions in office expenses as well as legal and professional
fees. We expect general and administrative expenses to decrease substantially
over the previous year if E-City is unsuccessful in increasing its
sales of computer mapping services by distributors or through direct sales.

    E-City has not made an investment to date in research and development.
E-City has developed its computer mapping process and its Taxi Dispatch product
as part of the execution of its obligations under agreements with its various
customers. Butterfly Software, E-City's subsidiary, spent $0 and $38,706 on
research and development during 2003 and 2002 respectively. Research and
development expenses were not incurred during the fiscal year ended March 31,
2003, due to funding constraints.


Financial Condition

    For the year ended March 31, 2003 E-City had net losses of $507,934 while
for year ended March 31, 2002 E-City had net income of $31,102. Also, for the
year ended March 31, 2003 the company had a working capital deficit of $98,932
while for year ended March 31, 2002 the company had a working capital surplus of
$310,971.

<PAGE>
                                       14


     E-City's current financial condition makes it impossible to continue normal
operations. E-City does not have sufficient cash to continue to operate, other
than to maintain its website. It has no cash available to pay employee salaries
or to service its accounts payable or other obligations. The company has limited
prospects for new revenues from sales due to its lack of cash resources for
sales or operations. Although the company has sufficient accounts receivable to
substantially improve our financial condition, we do not believe that these
accounts receivable are collectible. There can be no assurance that E-City will
develop any new customers, or that its pricing arrangement with such customers,
if located, will be sufficient to provide E-City with the financial resources
necessary to commence or continue operation.

    We sold a license of our Taxi Dispatch software and completed delivery as
scheduled. Subsequent to delivery of the final product, our resale
partner, Fog City Taxi, made suggestions for product enhancements that would
greatly increase the power of Taxi Dispatch and would be relatively inexpensive.
Fog City agreed to delay the launch of their retail sales efforts until these
enhancements were completed. As E-City did not wish to penalize Fog City for
agreeing to delay retail sales, the company extended the period provided by
their license agreement to provide for full-payment within 90 days of
anticipated completion of the enhanced product. E-City completed the necessary
enhancements in June 2002. E-City has received $125,000 to date in payments from
Fog City Taxi. Management has serious concerns about the collect ability of the
balance owing from Fog City Taxi. E-City has been unsuccessful to date in
receiving assurances from Fog City Taxi regarding future payment and has been
unable to gather any further information on the current financial condition of
Fog City Taxi. As a result, management has decided to write-off $375,000 of the
Fog City Taxi receivable.

    The company is in a very tenuous cash position going forward. There can be
no assurance that E-City will develop any customers or add any distributors, or
that its pricing arrangement with such customers or distributors, if located,
will be sufficient to provide E-City with the financial resources necessary to
continue operation.

<PAGE>
                                       15



Liquidity and capital resources

    Our cash situation is critical. Without additional cash received from new
product sales or financing proceeds, we will not be able to maintain our
operations.

    We have traditionally been able to finance our growth primarily through
funds generated from operations. However, for the year ended March 31, 2003, net
cash used by operating activities was $8,909. As of March 31, 2003, we had
cash and cash equivalents of $174.


    The company had a negative change in cash of $13,223 for the year ended
March 31, 2003. The principal sources of cash were an increase in write off of
accounts receivable in the amount of $402,711, an increase in accounts
receivable of $67,363, a decrease in contract work in progress of $35,600 an
increase in accounts payable and accrued expenses of $58,389 and an increase in
depreciation and amortization of $31,323. The principal uses of cash were a net
loss of $261,151, a increase in forgiveness of debt of $72,074, a decrease in
deferred revenue of $2,250 and payments of long-term debt of $3,841.


    For the year ended March 31, 2003 and 2002, the company had no contract work
in progress. Contract work in progress represents the costs to produce the
interactive city guides and is accumulated as an asset and recorded as costs of
goods sold when revenue is recognized. Management has elected to include into
work in progress a portion of general and administrative costs based on a
reasonable usage for the direct production of the interactive city guides. Other
direct costs are included at 100% until the revenue is recognized.

    Contract work in progress for projects that are not expected to be included
in costs of good sold during the twelve months following the balance sheet date
are recorded as long-term costs in the "other assets" section of the balance
sheet. Contract work in progress that is expected to be recorded as costs of
sales within the next twelve months is included in current assets. As of March
31, 2002, E-City had $35,470 remaining in software development costs
representing 50 AirPortal Maps that were built during the year for resale and/or
licensing and have been recorded as part of E-City's other assets. As of March
31, 2003 all remaining software development costs have been expensed.


<PAGE>
                                       16



    We believe that our current cash balances, including cash and cash
equivalents, are insufficient to meet our working capital and capital
expenditure requirements. We have exhausted all of our working capital. We have
curtailed our operations to an absolute minimum, closing our Vancouver office
and reducing our staff to 1 part time employee and 2 consultants. We are unable
to pay any employees a salary and have reduced our present sales capability to
the maintenance of our website and to responses to customer inquiries. We do not
believe that the liquidity situation will improve without some form of financing
taking place or being approached by a customer willing to finance further
computer map development.

    We need to secure additional cash as soon as possible. We may seek to sell
additional equity or debt securities or to obtain a credit facility; however, at
the present time, we have not entered into any arrangements or understandings
with respect to any such financings. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. The incurrence of indebtedness would result in an increase in our
fixed obligations and could result in operating covenants that would restrict
its operations. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. If financing is not available
when required or is not available on acceptable terms, we may be unable to
develop or enhance our products or services. In addition, we may be unable to
take advantage of business opportunities or respond to competitive pressures.
Any of these events could have a material and adverse effect on our business,
results of operations and financial condition.

    As of March 31, 2003 our principal commitments consisted of our obligations
outstanding under accrued expenses and accounts payable as well as accrued
income taxes. We have no material commitments for capital expenditures.
We expect no significant capital expenditures or lease commitments for the next
year.


     E-City's short-term prospects are minimal. Management has substantial doubt
about its ability to maintain even the presently minimal level of operations
should the liquidity situation not improve. Without raising any additional cash
or being approached by a customer willing to finance further computer map
development, E-City's short-term and long-term prospects for growth are minimal.

<PAGE>
                                       17


Cash requirements

    Presently, without additional cash, we will not be able to continue
operations. We have exhausted all of our working capital. Our continued
operation is therefore dependent upon our ability to secure additional cash.
We need to raise additional funds as soon as practicable, through new product or
service sales or through the sale of equity or debt securities in the company.
We presently have no arrangements or understandings with any investors or
potential investors with respect to an investment in E-City. We have not decided
at what price or under what terms we will raise such additional funds. The
factors that we will utilize in making such a decision include, our success in
developing new customers or strategic partners for E-City, the market valuation
of our competitors, the availability of investments generally for development
stage start-up companies and the feedback that we receive from potential
investors. We intend to target potential customers and potential strategic
partners as possible investors in E-City, though we have not received any
indications of interest so far. E-City has identified acquaintances of our
officers and directors who are interested in providing debt or equity
financing for E-City. E-City has not reached any terms with such prospective
investors in which such financing would be forthcoming.



Research and development

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

Plant and equipment

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

Employees

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


<PAGE>
                                       18




Item 7. FINANCIAL STATEMENTS







                              E-CITY SOFTWARE, INC.
                                 AND SUBSIDIARY








               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                       AND
                        CONSOLIDATED FINANCIAL STATEMENTS








                             March 31, 2003 and 2002






<PAGE>
                                       19





                              E-CITY SOFTWARE, INC.
                                 AND SUBSIDIARY



                                TABLE OF CONTENTS



                                                                            Page

Report of Independent Certified Public Accountants                           20

Consolidated Financial Statements:

   Consolidated Balance Sheets - March 31, 2003 and 2002                     21

   Consolidated Statements of Operations for the Years ended
   March 31, 2003 and 2002                                                   22

   Consolidated Statements of Stockholders' Equity for
   the Years Ended March 31, 2003 and March 31, 2002                         23

   Consolidated Statements of Cash Flows for the Years Ended
   March 31, 2003 and 2002                                                   24

Notes to Consolidated Financial Statements                                   25





<PAGE>
                                       20






       HANSEN, BARNETT & MAXWELL               Member of AICPA Division of Firms
A Professional Corporation Member of SECPS            Member of SECPS

      CERTIFIED PUBLIC ACCOUNTANTS
       5 Triad Center, Suite 750
     Salt Lake City, UT 84180-1128
        Phone: (801) 532-2200
         Fax: (801) 532-7944
           www.hbmcpas.com







               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and Shareholders
E-City Software, Inc. and Subsidiary


We have audited the accompanying balance sheets of E-City Software, Inc. and
subsidiary as of March 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test  basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of E-City Software,
Inc. and subsidiary as of March 31, 2003 and 2002, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, the Company's working capital deficit and lack of
revenues over the last year raise substantial doubt about its ability to
continue as a going concern.  Management's plans concerning these matters are
also described in Note 1.  The financial statements do not included any
adjustments that might result from the outcome of this uncertainty.



                                                HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
July 2, 2003




<PAGE>
                                       21





                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 2003 and 2002

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      March 31,                 March 31,
                                                                        2003                       2002
                                                                      ----------                 -----------
<S>                                                                   <C>                         <C>
                             ASSETS

Current assets:
  Cash and cash equivalents.....................................      $     174                   $  13,397
  Accounts receivable...........................................              -                     451,925
  Related parties notes receivable..............................              -                      85,000
  Related party advances........................................              -                       7,007
  Prepaid expenses & other current assets.......................              -                      10,023
  Income taxes receivable                                                53,217                           -
                                                                      ---------                   ---------
       Total current assets.....................................         53,391                     567,352

Property and equipment, net.....................................         17,629                      67,205
Accounts Receivable - Long Term                                               -                      26,216
Other Assets, Net Amortization of $0 and $24,944, respectively                -                      35,152
                                                                      ---------                   ---------
Total assets....................................................     $   71,020                   $ 695,925
                                                                      =========                   =========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable..............................................      $  77,927                   $ 103,575
  Accrued expenses..............................................         68,407                     140,201
  Related party advances........................................              -                         632
  Deferred revenue..............................................              -                       2,250
  Accrued income taxes..........................................          5,989                       5,989
  Capital lease obligations, current portion....................              -                       3,734
                                                                      ---------                   ---------
       Total current liabilities................................        152,323                     256,381

Capital lease obligations, net of current portion...............              -                       6,419
Accrued Liabilities - Long-Term                                               -                       7,865
                                                                      ---------                   ---------
Total Liabilities...............................................        152,323                     270,665

Stockholder's equity:
  Common stock, $0.0001 par value, 50,000,000 shares............
  authorized, 10,130,000 shares issued and outstanding..........          1,013                       1,013
Additional paid in capital                                              323,485                     323,485
Retained earnings...............................................       (391,825)                    116,109
Accumulated other comprehensive income (loss)...................        (13,976)                    (15,347)
                                                                       ---------                  ---------
       Total Stockholder's equity                                       (81,303)                    425,260
                                                                      ---------                   ---------
       Total liabilities and stockholders' equity...............     $   71,020                   $ 695,925
                                                                      =========                   =========
</TABLE>

<PAGE>
                                       22



<TABLE>


                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2003 AND 2002



                                                                                                      2003             2002
                                                                                             -------------    -------------
                                                                                             <S>              <C>

Sales                                                                                        $           -    $   1,607,774

Cost of Goods Sold                                                                                       -          454,469
                                                                                             -------------    -------------

      Gross Profit                                                                                       -        1,153,305

Operating Expenses
      General and administrative expenses                                                          166,147          460,130
      Sales and marketing expenses                                                                  50,684          224,323
      Research and development                                                                           -           38,706
      Write-off of related party accounts receivable                                                 8,067          400,000
      Write-off of accounts receivable                                                             402,711                -
                                                                                             -------------    -------------

            Total Operating Expenses                                                               627,609        1,123,159
                                                                                             -------------    -------------

Income (Loss) from Operations                                                                     (627,609)          30,146

Other Income (Loss)
      Interest income                                                                                3,400            5,057
      Gain (loss) on foreign currency exchange                                                      (1,538)           1,888
      Loss on asset disposition                                                                     (7,478)               -
      Gain on forgiveness of debt                                                                   72,074                -
                                                                                             -------------    --------------

            Net Other Income (Loss)                                                                 66,458            6,945
                                                                                             -------------    --------------

Income (Loss) Before Provision
   For Income Taxes                                                                               (561,151)          37,091

(Provision For) Benefit From Income Taxes                                                           53,217           (5,989)
                                                                                             -------------    --------------

Net Income (Loss)                                                                            $    (507,934)   $      31,102
                                                                                             =============    =============

Basic And Diluted Income (Loss)
   Per Common Share                                                                          $       (0.05)   $           -
                                                                                             =============    =============

Weighted Average Shares Outstanding                                                             10,130,000        9,964,466
                                                                                             =============    =============


The accompanying notes are an integral part of these consolidated financial statements

</TABLE>

<PAGE>
                                       23



<TABLE>


                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 2003 AND 2002

                                                                                         Accumulated
                                                                            Retained           Other
                                      Common Stock          Paid in         Earnings   Comprehensive     Total
                                  Shares       Amount       Capital         (Deficit)   Income (Loss)    Equity
                                  <S>          <C>          <C>             <C>        <C>             <C>


Balance - March 31, 2001       9,930,000   $      993     $      -    $       85,007   $ (16,945)   $   69,055

Shares issued for advances
  payable and interest           200,000           20      323,485                 -            -      323,505
Net income                             -            -            -            31,102            -       31,102
Translation adjustments                -            -            -                 -        1,598        1,598
                                                                                                       -------
Comprehensive Income                   -            -            -                 -            -       32,700
                              ----------    ---------   ----------     -------------    ---------    ---------

Balance - March 31, 2002      10,130,000   $    1,013  $   323,485    $      116,109   $  (15,347)  $  425,260

Net income                             -            -            -          (507,934)           -     (507,934)
Translation adjustments                -            -            -                 -        1,371        1,371

Comprehensive Income                   -            -            -                 -            -     (506,563)
                              ----------   ----------  -----------    --------------   ----------   ----------
Balance - March 31, 2003      10,130,000   $    1,013  $   323,485    $     (391,825)  $  (13,976)  $  (81,303)
                              ==========   ==========  ===========    ==============   ==========   ==========



The accompanying notes are an integral part of these consolidated financial statements

</TABLE>



<PAGE>
                                       24



<TABLE>

                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


                                                                                                      2003             2002
                                                                                             -------------     ------------
                                                                                            <S>               <C>
Cash Flows From Operating Activities
      Net income                                                                             $    (507,934)   $      31,102
      Foreign exchange (gain) loss                                                                   1,538           (1,888)
      Depreciation and amortization                                                                 31,323           67,143
      Loss on asset disposition                                                                      7,478                -
      Gain on forgiveness of debt                                                                  (72,074)               -
      Deferred income tax provision                                                                      -           19,421
      Write-off of related party receivable                                                        402,711                -
      Write-off of accounts receivable                                                               8,067          400,000
Changes in current assets and liabilities:
            Accounts receivable                                                                     67,363         (768,334)
            Related party advances receivable                                                        4,407          (18,768)
            Contract work in progress                                                               35,600          133,252
            Prepaid expenses and other current assets                                               10,322             (822)
            Income taxes receivable                                                                (53,217)               -
            Accounts payable and accrued expenses                                                   58,389          185,855
            Related party advances payable                                                            (632)         (16,559)
            Accrued income taxes                                                                         -          (58,266)
            Deferred revenue                                                                        (2,250)         (22,750)
                                                                                             --------------     ------------

       Net Cash Provided by (Used in) Operating Activities                                          (8,909)         (50,614)
                                                                                               ------------     ------------

Cash Flows From Investing Activities
      Purchase of property and equipment                                                                 -             (495)
                                                                                              -------------     ------------

            Net Cash (Used in) Investing Activities                                                      -             (495)
                                                                                              -------------     ------------

Cash Flows From Financing Activities
      Principal payments of long-term debt                                                          (3,841)          (3,533)
      Borrowings under long-term debt                                                                    -           20,000
      Proceeds from stock issuances                                                                      -                -
                                                                                             -------------    --------------

       Net Cash Provided by Financing Activities                                                    (3,841)          16,467
                                                                                             -------------    --------------

       Effect of Exchange Rate Changes on Cash                                                        (473)           7,749
                                                                                             -------------    --------------

Net Increase (Decrease) in Cash and Cash Equivalents                                               (13,223)         (26,893)

Cash and Cash Equivalents at Beginning of Year                                                      13,397           40,290
                                                                                             -------------    -------------

Cash and Cash Equivalents at End of Year                                                     $         174    $      13,397
                                                                                             =============    =============


See Note 2 for Supplemental Cash Flow Information


The accompanying notes are an integral part of these consolidated financial statements

</TABLE>

<PAGE>
                                       25




                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations -- Butterfly Software, Inc. "Butterfly"
was incorporated on November 9, 1998 under the laws of British Columbia, Canada.
Its primary business activity is the development of interactive computer
software (interactive city guides) produced on a contract basis for customers.
On May 12, 2000, E-City Software, Inc. "E-City" was created as a Nevada
corporation by the major shareholder of Butterfly and 9,380,000 shares of common
stock were issued as founders' shares. Subsequent to E-City's formation and
under a purchase agreement between Butterfly and E-City, the 100 outstanding
shares of Butterfly were exchanged for 100,000 shares of E-City. In this way,
Butterfly became a wholly owned subsidiary of E-City. For financial reporting,
the acquisition was accounted for at historical cost in a manner similar to a
pooling-of-interests with Butterfly considered the acquiring corporation. The
historical financial statements of Butterfly, which are presented herein, were
restated to reflect the E-City shares issued to the Butterfly shareholders.
E-City and its subsidiary, Butterfly, are herein referred to as "the Company".

Principles of Consolidation -- The accompanying consolidated financial
statements include the accounts of E-City Software, Inc. and it's wholly owned
subsidiary. Inter-company transactions and accounts have been eliminated in
consolidation.

Business Condition -- Our only present prospect for revenue is the uncompensated
efforts of our chief executive officer, William Robinson.  We have entered into
a strategic alliance agreement between E-City Software, Inc. and On Alert
Systems, Inc.  Both companies have agreed to cooperate with each other to
enhance the mutual possibilities of sales relating to On Alert's exclusive
marketing and distribution agreement for the On Alert GDStm gunshot detection
system and E-City's computer mapping markets. The companies plan to explore the
uses of E-City's 3D mapping technology in the On Alert GDS technology being
developed by Synchros Technologies, Inc. of Tulsa, Oklahoma from a party related
to William Robinson, On Alert Systems, Inc., a Nevada corporation. Although Mr.
Robinson has some familiarity with this technology, we have not determined to
what extent existing E-City mapping technology may compliment the gunshot
detection technology as this would be a decision made by the developers,
Synchros Technologies, Inc.

    We intend over the next 12 months to focus on increasing our cash
position by means of a combination of the following: (i) the sale of equity or
debt securities in the company; and (ii) sales of our existing computer mapping
products through direct sales negotiated primarily by our chief executive
officer, William Robinson. No assurances can be given that the Company will be
successful in deriving cash flows and revenues from any of the above methods.

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

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

Contract Work In Progress -- In accordance with Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise
Marketed", development costs incurred in the research and development of new
software products to be sold, leased or otherwise marketed are expensed as
incurred until technological feasibility in the form of a working model has been
established. Subsequent costs to produce the interactive guides are accumulated
as an asset, "contract work in progress", and recorded as costs of goods sold
when revenue is recognized. Contract work in progress for projects that are not
expected to be included in costs of goods sold during the twelve months
following the balance sheet date are recorded as long-term costs in the "other
assets" section of the balance sheet. Contract work in progress that is expected
to be recorded as costs of sales within the next twelve months is included in
current assets. As of March 31, 2002 all projects for which costs have been
incurred are expected to be completed within twelve months and, accordingly,
contract work in progress is included in current assets. There were no projects
in process as of March 31, 2003.

<PAGE>
                                       26



During the year ended March 31, 2002, the Company developed software that the
Company intends to sell or license. In accordance with ("SFAS") No. 86, the
Company capitalized these costs and amortized them over a one year period. As of
March 31, 2002, capitalized costs associated with this software were $34,570 net
accumulated amortization of $24,691. Amortization expense for the year ended
March 30, 2002 was $24,691. There were no capitalized costs at March 31, 2003.

Major Customers -- During the year ended March 31, 2002 revenues from two
customers amounted to $950,000 and $500,000, respectively. As of March 31, 2002,
5% and 75% of accounts receivable related to these customers, respectively.
There were no revenues or receivables for the year ended and as of March 31,
2003.

During December 2001 the Company sold a license of its taxi dispatch product to
Fog City Taxi, Inc. Under the terms of the agreement the customer paid $100,000
prior to December 31, 2001 with the remaining $400,000 due prior to March 31,
2002. In April 2002 the Company amended the agreement, which extended the due
date until September 30, 2002. As of March 31, 2003 amounts due from this
customer were considered impaired and all amounts have been written off.

Financial Instruments -- The amounts reported as cash, related party accounts
receivable, accounts payable, accrued liabilities and unearned revenue are
considered to be reasonable approximations of their fair values due to their
near-term maturities based on information available to management at the time of
the preparation of the consolidated financial statements.

Cash and Cash Equivalents -- The Company considers all short-term investments
with an original maturity of three months or less to be cash equivalents.

Property and Equipment -- Property and equipment is reported at cost. Minor
repairs, enhancements, and maintenance costs are expensed when incurred.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the years ended March 31,
2003 and 2002 was $31,323 and $43,238, respectively. Major categories of
property and equipment and estimated useful lives are as follows:

                                                    Estimated Useful Life

                  Furniture and fixtures..................3-7 years

                  Computer equipment.......................5 years

                  Automobiles..............................5 years

Impairment of Long-lived Assets -- The Company reviews its long-lived assets,
for impairment when events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. The Company evaluates, at
each balance sheet date, whether events and circumstances have occurred which
indicate possible impairment. The Company uses an estimate of future
undiscounted net cash flows from the related asset or group of assets over their
remaining life in measuring whether the assets are recoverable. The Company does
not consider any of its long-lived assets to be impaired.


<PAGE>
                                       27



Foreign Currency Translation -- Monetary assets and liabilities, which are
denominated in currencies other than Canadian Dollars, are translated at the
exchange rate in effect at the balance sheet date. Revenue and expense items are
translated at rates of exchange prevailing on the transaction dates. All
exchange gains or losses are recognized currently in earnings.

For reporting purposes, the financial statements have been translated into
United States Dollars. Assets and liabilities are translated at the exchange
rate in effect on the balance sheet date. Revenue and expense items are
translated at an average exchange rate. Translation adjustments representing
translation gains or losses are recorded as a component of comprehensive income.

Basic and Diluted Net Income Per Share -- Basic net income per common share is
computed by dividing net income by the weighted-average number of common shares
outstanding during the period. Diluted net income per share is calculated to
give effect to potentially issuable common shares except during loss periods
when those potentially issuable common shares would decrease the loss per share.
There were no potentially issuable shares at March 31, 2003 and 2002.

Income Taxes -- The Company recognizes an asset or liability for the deferred
tax consequences of all temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years when the reported
amounts of the assets or liabilities are recovered or settled. These deferred
tax assets or liabilities are measured using the enacted tax rates that will be
in effect when the differences are expected to reverse. Deferred tax assets are
reviewed periodically for recoverability and valuation allowances are provided,
as necessary.

NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Cash Flow Information -- During the years ended March 31, 2003 and
2002, the Company paid $2,555 and $2,801, respectively, for interest.
Additionally, during the year ended March 31, 2002 the Company paid $53,255 for
income taxes.

Non-cash Investing and Financing Activities -- During 2002, the Company
converted $320,000 of advances/notes and $3,505 interest into 200,000 shares of
common stock.

At March 31, 2003, the Company offset $87,600 of receivables from the president
of the Company with $87,600 of payables to the same individual.
<PAGE>
                                       28




NOTE 3 - RELATED PARTY TRANSACTIONS AND BALANCES

The Company entered in to an agreement in September 1999 with Cityscape.com, a
related party to develop ten interactive city guides for a total contract price
of $2,000,000. Certain stockholders in Cityscape own a small minority interest
in the Company. Also, an officer of the company previously owned stock in
Cityscape. As of March 31, 2002 the Company completed and delivered five city
guides and recognized $950,000 of revenue upon completion. As of March 31, 2002
the Company delivered all ten interactive city guides under the contract and
recorded all revenues associated with that contract. As of March 31, 2002 the
Company does not have any other obligations to this related party for services
or products. At March 31, 2002 the Company determined that the receivable had
been impaired due to the lack of operating capital of this related party. Thus
at March 31, 2002 the Company wrote off $400,000 of the receivable from this
related party. As of March 31, 2003, all amounts left owing to the Company from
Cityscape were considered uncollectable and written off.

During the year ended March 31, 2002 the Company advanced $85,000 to the
president of the Company. At March 31, 2003 the Company offset this receivable
with $85,000 owed this individual.

As of March 31, 2003 and 2002 the Company had unreimbursed advances receivable
of $0 and $7,007 from officers and employees of the Company.

During the year ended March 31, 2002, the Company paid $2,466 to a related
company through common management for rent. As of March 31, 2003 and 2002,
amounts due to this related company were $0 and $632, respectively.

<PAGE>
                                       29




Prior to March 31, 2002, various related individuals advanced a total of
$320,000 to the Company. During the year ended March 31, 2002,
these advances/notes totaling $320,000 and accrued interest of $3,505 were
converted into 200,000 shares of common stock.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Obligations under Capital Leases -- During 2000, the Company entered a capital
lease agreement for a vehicle. The lease is for 48 months with a minimum monthly
payment of $401. During the year ended March 31, 2003, the vehicle was returned
to the dealer and the net asset and the remaining liabilities were removed from
the books. As a result, the Company recognized a gain of $7,060.

Operating Lease Obligations -- On February 29, 2000, the Company entered into a
24-month lease agreement for a vehicle. The lease payment was approximately $458
per month. This lease was terminated in March of 2001. Upon this termination,
the Company entered into another 24-month lease agreement for a new vehicle. The
monthly payments are approximately $260 and the lease expired in March of 2003.

On March 31, 2000, the Company entered into an agreement to lease office space
for monthly payments of $3,198. A yearly escalation allowance is provided in the
lease agreement. During the year ended March 31, 2003, the Company cancelled the
lease agreement. Rental expense for the years ended March 31, 2003 and 2002 was
$14,203 and $41,141, respectively.



<PAGE>
                                       30



Distribution Agreement - On September 12, 2001 the Company entered into an
agreement with distributor to jointly market the Company's 3D CityMaps. Under
the terms of the agreement the Company is to pay this distributor 30% of sales
generated by the distributor. The Commissions are payable upon receipt of
payment by the customer. As of March 31, 2002 the Company accrued commissions of
$18,007 relating to this contract. Of these commissions $7,865 has been
classified as long term as the receivable connected to the commission is under a
monthly payment schedule and will be collected in excess of one year. As a
result of the write off of the related receivables, the Company is no longer
liable for the commission and all commission liabilities have been removed from
the books.




<PAGE>
                                       31





NOTE 5 - COMPREHENSIVE LOSS

Comprehensive loss consists of foreign currency translation adjustments as
follows:
                                  Before-Tax       Tax                Net-of-Tax
                                  Amount           Benefit            Amount
                                  -----------      -----------        ----------

Other Comprehensive Loss         $ (16,945)                 -         $ (16,945)
As of March 31, 2001

Translation adjustments              1,598                 -              1,598
                                -----------        ----------         ----------

Other Comprehensive Income       $ (15,347)        $       -          $ (15,347)
As of March 31, 2002

Translation adjustments             1,371                  -              1,371
                                -----------        ----------         ----------

Other Comprehensive Income       $ (13,976)        $       -          $ (13,976)
As of March 31, 2003            ===========        ==========         ==========


NOTE 6 - INCOME TAXES

The following presents the components of the net deferred tax asset at March
31, 2003 and 2002:

                                                       March 31,
                                             ----------------------------

                                                2003               2002
                                            ------------        -----------

Benefit of net operating loss carryforward   $ 135,435                  -
Valuation allowance                           (135,435)                 -
                                             ----------         ----------

Net Deferred Tax Asset                       $       -          $       -
                                             ==========         ==========


The valuation allowance decreased $42,293 during the year ended March 31, 2002,
and increased by $135,435 during the year ended March 31, 2003.

The following is a reconciliation of the income tax benefit computed at the
federal statutory tax rate with the provision for income taxes for the years
ended March 31, 2003 and 2002:


                                                         March 31,
                                              --------------------------------
                                              2003                 2002
                                              -----------          -----------

Income tax (benefit) obligation at
statutory rate (16% and 34%)                  $ (210,206)          $   5,816

Deferred tax valuation
allowance change                                 135,435                   -

Carry back of net operating loss                  21,554                   -

Foreign tax credit                                     -                   -

Change in tax rate                                     -                 141

Non-deductible expenses                                -                  32
                                              ----------             --------
Provision for (Benefit from) Income Taxes     $  (53,217)           $  5,989
                                              ==========             ========

<PAGE>
                                       32



NOTE 7 - CONTINGENCIES AND COMMITTMENTS

Litigation -  In May 2002 a former employee of the Company filed a suit claiming
non-performance under a severance agreement with the Company in King County,
Washington District Court. The former employee claimed that the Company owes him
$30,000 under a severance agreement and $9,505 in un-reimbursed expenses and
legal fees. The employee began his employment with the Company in April 2002 and
was terminated in the same month. On October 25, 2002 the company was notified
that a judgment was awarded in the amount of $30,000. The Company has filed an
order denying motion for attorney fees in this matter. On December 11, 2002 the
Company executed a partial settlement agreement whereby computer equipment was
transferred resulting in a $7,500 reduction in the amount owing to this former
employee.

NOTE 8 - SUBSEQUENT EVENTS

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

On May 23, 2003, the Company entered into a strategic alliance agreement between
E-City Software, Inc. and On Alert Systems, Inc.  Both companies have agreed to
cooperate with each other to enhance the mutual possibilities of sales relating
to On Alert's exclusive marketing and distribution agreement for the On Alert
GDStm gunshot detection system and E-City's computer mapping markets. The
companies plan to explore the uses of E-City's 3D mapping technology in the On
Alert GDS technology being developed by Synchros Technologies, Inc. of Tulsa,
Oklahoma from a party related to William Robinson, On Alert Systems, Inc., a
Nevada corporation. Although Mr. Robinson has some familiarity with this
technology, we have not determined to what extent existing E-City mapping
technology may compliment the gunshot detection technology as this would be a
decision made by the developers, Synchros Technologies, Inc. As part of
this agreement, the Company agreed to sell On Alert Systems 35,000,000 shares
of common stock for the payment of the $40,000 liability discussed above to
Cityscape.

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

<PAGE>
                                       33





Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

    None.


Part III.

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Executive officers and directors

Our executive officers and directors and their ages, as of March 31, 2003, are
as follows:

Executive officers

Anis Jessa - 50 chief executive officer, interim chief financial officer and
director. Mr. Jessa resigned as chief executive officer, interim chief financial
officer and director on May 23, 2003 and was replaced as chief executive
officer, interim chief financial officer and director by William C. Robinson.


All directors of E-City hold office until the next annual meeting of
stockholders of E-City or until their successors are elected and qualified.

Executive officers and directors:

Anis Jessa, chief executive officer, interim chief financial officer and
director. Mr. Jessa resigned as chief executive officer, interim chief financial
officer and director on May 23, 2003 and was replaced as chief executive
officer, interim chief financial officer and director by William C. Robinson.

     Mr. Jessa served as president and director of Cityscape.com  from February,
1999 until July, 2000. As president of Cityscape.com,  Mr. Jessa was responsible
for product  development,  strategic alliances and key account management.  From
June,  1997 until  March,  1999,  Mr.  Jessa served as president of Cabtop Media
Inc., an outdoor media company that Mr. Jessa was responsible for creating.  Mr.
Jessa continues to serve as a director of Cabtop Media and has since June, 1997.
From  September  of 1989 until June of 1997,  Mr.  Jessa was employed as leasing
manager for Ocean Park Ford in British Columbia.

    William C. Robinson currently serves as chief executive officer and director
for On Alert Systems, Inc., a New Orleans, Louisiana based technology company
which has exclusive marketing and distribution rights to the On Alert GDS
gunshot detection technology, where he has served in that capacity since its
inception in March, 2003.  Mr. Robinson also serves as chief executive officer
and director for Proxity Digital Networks, Inc., a New Orleans, Louisiana based
technology holding company which owns On Alert Systems, Inc. and which also
operates web development services and operates on-line game services, where he
has served in that capacity since its inception in April, 2001.  From January
2000 until April, 2001, Mr. Robinson provided venture capital and management
consulting services to a variety of emerging growth companies from his offices
in Tulsa, Oklahoma and New Orleans, Louisiana.  From January 1998 until
January, 2000, Mr. Robinson served as chief executive officer and director of
Revenge Marine, Inc., a Miami, Florida based yacht manufacturer.





<PAGE>
                                       34





Board of directors

Our board of directors currently consists of 1 member. Each director holds
office until his or her term expires or until his or her successor is duly
elected and qualified.

Board committees

         The board has no committees at the present time.


Director compensation.

     Our directors do not currently receive any cash compensation for services
on the board of directors or any committee thereof, but directors may be
reimbursed for expenses in connection with attendance at board and committee
meetings.


SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE


     Based upon a review of Forms 3 and 4 furnished to the Registrant pursuant
to Rule 16a-3(a) and written representations referred to in Item 405(b) (2)(i)
of Regulation S-B, no directors, officers, beneficial owners of more than ten
percent of the Registrant's common stock, or any other person subject to Section
16 of the Exchange Act failed for the period from April 1, 2002 through March
31, 2003 to file on a timely basis, the reports required by Section 16(a) of the
Exchange Act with the exception of Park Bench, LLC who filed a late Form 5.


Item 10. EXECUTIVE COMPENSATION


    The following table presents the compensation earned, awarded or paid for
services rendered to us in all capacities since the commencement of our
operations by our chief executive officer. There are no other executive officers
that earned more than $100,000 in salary and bonus since commencement of
operations.

Summary compensation table

                                               Long-term compensation
        Annual compensation                           awards
        -------------------                    ----------------------


Name,                           Other        Restricted  Securities
principal                       annual       stock       underlying  All other
position  Salary($) Bonus($) compensation($) award(s)($) options(#) compensation


Anis
Jessa     $87,600 (1)    0            0           0            0         0

(1) At March 31, 2003, the Company offset $87,600 of receivables from Anis Jessa
    with $87,600 of payables owing to Anis Jessa.

Option grants since inception and aggregate option exercises during last fiscal
year and fiscal year-end option values.

     Since inception, we have not granted any stock options to any individual,
including our chief executive officer. We anticipate granting options to various
employees, directors and consultants. Any such grants will be made at an
exercise price equal to the fair market value of our common stock as determined
by our board of directors.

     We have no employment agreements with any of our employees.

Employee benefit plans

     We do not currently have any employee benefit plans.


<PAGE>
                                       35




Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth information regarding the beneficial ownership of
our common stock as of March 31, 2003, by:

o       each named executive officer;

o       each of our directors;

o       all current directors and executive officers as a group; and

o       each person or group of affiliated  persons who is
        known by us to own  beneficially  5% or more of our common stock;


    Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of March 31, 2003, are deemed
outstanding. These shares, however, are not deemed outstanding for purposes of
computing percentage ownership of each other person. As of March 31, 2003, no
individual listed in the table below owned any options or warrants to purchase
any of our common or preferred stock.

    Except as indicated in the footnotes to this table and as required under
applicable community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares shown as beneficially
owned by them. This table also includes shares owned by a spouse as community
property. Percentage of ownership is based on 10,130,000 shares of common stock
outstanding on March 31, 2003. Unless otherwise indicated, the address of each
of the individuals named below is 1201 First Avenue South, Suite 330, Seattle,
WA 98134.

     The following table includes information with respect to the common stock
beneficially owned by officers, directors and 5% or greater shareholders as of
March 31, 2003. The stockholders provided us the information included in the
table below. To our knowledge, each of the stockholders has sole voting and
investment power over the shares of common stock listed in the table below.



<PAGE>
                                       36



Name and address of beneficial owner

Executive officers



Title of class    Name and address of    Amount and nature of   Percent of class
                  beneficial owner       beneficial owner


Common          Anis Jessa (1)             1,174,500               11.6
                14213 SE 63rd St.
                Bellevue, WA 98006



Directors


Title of class    Name and address of    Amount and nature of   Percent of class
                  beneficial owner       beneficial owner


Common          Anis Jessa (1)               1,174,500               11.6
                14213 SE 63rd St.
                Bellevue, WA 98006


Directors, executive officers as a group



Title of class    Name and address of    Amount and nature of   Percent of class
                  beneficial owner       beneficial owner


Common           Directors and officers
                 as a group                1,174,500               11.6

Common          Anis Jessa (1)
                14213 SE 63rd St.
                Bellevue, WA 98006         1,174,500               11.6



5% beneficial owners


Title of class  Name and address of     Amount and nature of   Percent of class
                beneficial owner        beneficial owner


Common          Anis Jessa (1)              1,174,500               11.6
                14213 SE 63rd St.
                Bellevue,WA 98006

Common          Shabnam Jessa (2)             974,500                9.6
                14213 SE 63rd St.
                Bellevue,WA 98006

Common          Park Bench, LLC(3)            970,840                9.6
                Principal:
                Patricia Burgmann (4)
                14213 SE 63rd St.
                Bellevue, WA 98006


(1) Mr. Jessa has pledged all of his shares pursuant to the consulting
    agreement entered into on May 23, 2003 between Anis Jessa and E-City
    Software, Inc. whereby under certain circumstances Anis Jessa will surrender
    all of his shares in his custody or control in exchange for the issuance of
    2,417,350 of common stock purchase options.
(2) Affiliates of Anis Jessa
(3) Transferees and donees of Anis Jessa
(4) Promoters


<PAGE>
                                       37




Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    There has not been, nor is there currently proposed, any transaction or
series of similar transactions to which we were or are to be a party in which
the amount involved exceeds $60,000, and in which any director, executive
officer, holder of more than 5% of our common stock or any member of the
immediate family of any of these people had or will have a direct or indirect
material interest other than compensation agreements and other arrangements,
which are described where required in "Executive Compensation," and the
transactions described below.

    Mr. Jessa resigned as chief executive officer, interim chief financial
officer and director on May 23, 2003 and was replaced as chief executive
officer, interim chief financial officer and director by William C. Robinson.
Prior to July, 2000,  Mr.  Jessa  served  as the  president  of  Cityscape.com,
Inc.  and as a director.  In July of 2000,  Mr.  Jessa  resigned as an officer
and  director of Cityscape. Under stock repurchase agreements entered into with
other founders of Cityscape, Mr. Jessa was required to sell his holdings in
Cityscape to the other founders at par value of $0.0001 per share upon his
resignation. While Mr. Jessa was a  holder  of  approximately  35% of the issued
and  outstanding  stock of Cityscape,  he presently has no direct or indirect
financial or equity interest in Cityscape.

    E-City advanced a total of $75,412 to Cityscape.com over the period August
1999 to March 2000. This advance was evidenced by a promissory note dated Jan
15, 2001 which provided for interest at 8% per annum and payment of principal
and interest no later than January 15, 2002. This promissory note was filed as
exhibit 10.9 in our registration statement SB-2/A dated January 29, 2001. This
advance and interest has since been repaid in full.

Acquisition of Butterfly by E-City - relationship with Cityscape

     E-City's software development agreement with Cityscape.com, dated September
15, 1999, was originally between 3DCityguide.com, Inc., the previous name for
Cityscape, and Butterfly Software. The agreement specified payments of
$2,000,000.00 from Cityscape to Butterfly over a period of two years, ending
August 1, 2001. The agreement was for the creation of interactive mapping
solutions for 10 cities at an average of $200,000 per city. There have been
payments of approximately $1,550,000 to date under the agreement. The agreement
was assumed by E-City at the closing of the E-City purchase of Butterfly
Software, which occurred on August 15, 2000. E-City purchased 100% of the stock
of Butterfly Software on August 15, 2000 in exchange for 100,000 shares of
common stock of E-City. Anis Jessa and his affiliates were 50% owners of
Butterfly Software prior to its acquisition by E-City. While the corporation's
conflict of interest policies were observed with respect to E-City's
ratification of this related party transaction, there can be no assurance that
the terms of the transaction were fair to the shareholders of E-City.

    We have derived a substantial proportion of our revenues since inception
from one customer, Cityscape.com, Inc., a company Chief Executive Anis Jessa
used to own approximately 35% of the issued and outstanding shares. Mr. Jessa
also served as a director of Cityscape until July, 2000.



<PAGE>
                                       38



Sales of our common stock and preferred stock

Common stock. The following table summarizes the private placement transactions
in which we sold common stock to our directors, executive officers, 5%
stockholders and persons and entities affiliated with them.


                                              Price
                                              per          Shares of common
Purchaser               Dates of purchase     share        stock (Post split)
------------------ ------------------------------------------------------------

Anis Jessa
director and
executive officer       5/12/00              $0.0001        7,110,500

Salim Devji (2)
director and
executive officer       8/1/00               $0.0001          400,000

Robin Moulder (4)
director and
executive officer       8/1/00               $0.0001           40,000

Susan Polmar (3)
executive officer       8/1/00               $0.0001           10,000

Shabnam Jessa (1)       5/12/00              $0.0001        1,924,500

Mohamed Azim Jessa
Irrevocable Trust (1)
14213 SE 63rd St.
Bellevue, WA 98006      5/12/00              $0.0001          150,000

Irrevocable
Aliyah Jessa Trust(1)   5/12/00              $0.0001          150,000

Zinnat Mohamedali       5/12/00              $0.0001           25,000
Gulamhusein1 (1)

Zehra Claire Visram (1) 5/12/00              $0.0001           10,000

Fidahusein Jessa (1)    5/12/00              $0.0001           10,000

Totals 9,830,000

1 Affiliates of Anis Jessa
2 Salim Devji resigned as an officer, director and employee of E-City Software
  on February 1, 2001
3 Susan Polmar resigned as an officer and employee of E-City Software
  on September 30, 2001
4 Robin Moulder resigned as an officer, director and employee of E-City Software
  on December 31, 2001

<PAGE>
                                       39



Description of insider sales

     Between May 12, 2000 and August 1, 2000, the registrant sold 9,830,000
shares of common stock in a private placement. There was no public offering of
the shares. The duration of the offering period was May 12, 2000 to August 1,
2000. The shares were offered to acquaintances of the officers, directors and
employees, as well as offered to the officers and directors themselves. On
August 15, 2000, E-City issued to Butterfly Software 100,000 shares of common
stock in exchange for 100% of the issued and outstanding stock of Butterfly
Software under the attached Stock Purchase Agreement. The officers and directors
as a group purchased 9,830,000 shares in this private placement or 99% of the
total shares issued in the private placement. In addition, the additional shares
issued in connection with the acquisition of Butterfly Software were also issued
to insiders of the company and totaled 100,000 shares or 1% of the total then
outstanding.

    Under the above transactions, the officers, directors and 5% or greater
shareholders of E-City purchased a total of 9,830,000 shares in the private
placement, representing 99% of the total shares issued and outstanding of E-City
subsequent to the private placement.

    Officer and director Anis Jessa and his affiliates purchased 9,380,000 of
shares on May 12, 2000 at a per share purchase price of $0.0001. Officer and
director Anis Jessa was issued 50,000 shares on August 15, 2000 in connection
with the acquisition of the Butterfly Software.

    Officer and director Robin Moulder purchased 40,000 shares of common stock
at $0.0001 per share on August 1, 2000 in the above mentioned private placement.
Officer and director Sal Devji purchased 400,000 shares of common stock at
$0.0001 per share on August 1, 2000 in the above mentioned private placement.
Officer Susan Polmar purchased 10,000 shares of common stock at $0.0001 per
share on August 1, 2000 in the above mentioned private placement.

    On February 1, 2001, Salim Devji resigned as an officer, director and
employee of E-City Software. As part of his settlement and severance package,
Mr. Devji agreed to transfer 350,000 of his common shares of E-City Software to
Anis Jessa.

On April 1, 2001 Zehra Claire Visram and Anis Jessa agreed to rescind the gift
of 10,000 common shares of E-City Software.

On September 30, 2001 Susan Polmar resigned as an officer of E-City Software.

On December 31, 2001 Robin Moulder resigned as an officer and director of E-City
Software.


Conflict of interest policy

    We believe that all transactions with affiliates described above were made
on terms no less favorable to us than could have been obtained from unaffiliated
third parties. Our policy is to require that a majority of the independent and
disinterested outside directors on our board of directors approve all future
transactions between us and our officers, directors, principal stockholders and
their affiliates. Such transactions will continue to be on terms no less
favorable to us than we could obtain from unaffiliated third parties.



<PAGE>
                                       40



Item 13. EXHIBITS LIST AND REPORTS ON FORM 8-K


Exhibits

Exhibit
Number                    Description of Exhibit
--------   --------------------------------------------------------------------
3.1 (a)    Articles of incorporation of the registrant
3.2 (a)    Bylaws of the registrant.
4.1 (a)    Specimen common stock certificate.
10.1 (a)   Form of common stock purchase agreement
10.2 (a)   Common stock purchase agreement by and between E-City Software, Inc.
           and Anis Jessa.
10.3 (a)   Common stock purchase agreement by and between E-City Software, Inc.
           and Salim Devji.
10.4 (a)   Common stock purchase agreement by and between E-City Software, Inc.
           and Robin Moulder.
10.5 (a)   Common stock purchase agreement by and between E-City Software,
           Inc. and Susan Polmar.
10.6 (a)   Stock purchase agreement by and between E-City Software, Inc. and
           Butterfly Software Inc.
10.7 (a)   Software development agreement
10.8 (a)   Software development agreement addendum
10.9 (b)   Cityscape promissory note dated January 15, 2001
10.10 (c)  Agreement between Keller Verlag Gmbh and E-City Software dated
           December 13, 2000
10.11 (b)  Property lease agreement between Butterfly Software Inc. and 343
           Railway Investments Ltd. dated April 30, 1999
10.12 (b)  Property lease agreement between Butterfly Software Inc. and 343
           Railway Investments Ltd. dated April 20, 2000
10.13 (d)  Form of Stock Transfer Agreement between E-City Software, Anis Jessa
           and Donees of Anis Jessa dated June 1, 2000
10.14 (e)  Master Distribution and Partnership Agreement between E-City Software
           and Orion Technology Inc. dated September 12, 2001
10.15 (e)  License Agreement by and between E-City Software, Inc. and Fog City
           Taxi, Inc. dated December 13, 2001
10.16 (e)  Form of common stock purchase agreement

99.1       CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.2       CERTIFICATION PUSUANT TO SECTION 302


(a)  Filed previously with the commission in registrant's Filing on Form SB-2 on
     September 22, 2000.
(b) Filed previously with the commission in registrant's Filing on Form SB-2/A
    on January 29, 2001.
(c) Filed previously with the commission in registrant's filing on Form SB-2/A
    on April 19, 2001.
(d) Filed previously with the commission in registrant's filing on Form SB-2/A
    on May 31, 2001.
(e) Filed previously with the commission in registrant's filing on Form 10KSB
    on June 28, 2002.


Reports on Form 8-K

The Company filed the following report on Form 8-K on May 27, 2003.


ITEM 5:    OTHER EVENTS

      On May 23, 2003, the Company entered into a settlement agreement with
Cityscape.com, Inc., a customer with whom the Company had a dispute, due chiefly
to the Company's failure to support the product which the customer had purchased
and partially paid for. To settle all matters between the parties and to provide
that the Company's remaining customers might have product support, Cityscape has
agreed to service the Company's existing customers and to release all claims
against E-City for a payment of $40,000 and a release from E-City of any claims
that it might have against Cityscape, including payment of any remaining amounts
due under the original license agreement between the parties.

      On May 23, 2003, the Company entered into a strategic alliance agreement
with On Alert Systems, Inc., a Nevada corporation. The strategic alliance
agreement provides that E-City will sell to On Alert and On Alert agrees to buy
35,000,000 common shares of E-City stock in exchange for strategic cooperation,
management expertise and a payment of $40,000 to Cityscape.com, Inc., an E-City
customer with whom E-City has a commercial dispute. Both companies have agreed
to cooperate with each other to enhance the mutual possibilities of sales
relating to On Alert's exclusive marketing and distribution agreement for the
On Alert GDStm gunshot detection system and E-City's computer mapping
markets. The companies plan to explore the uses of E-City's 3D mapping
technology in the On Alert GDS technology being developed by Synchros
Technologies, Inc. of Tulsa, Oklahoma from a party related to William Robinson,
On Alert Systems, Inc., a Nevada corporation. Although Mr. Robinson has some
familiarity with this technology, we have not determined to what extent existing
E-City mapping technology may compliment the gunshot detection technology as
this would be a decision made by the developers, Synchros Technologies, Inc. The
Parties have not yet decided precisely what form this cooperation will take but
they will use their best efforts to reach a mutually beneficial cooperative
solution under the agreement.

      In addition, Chief Executive Officer, Sole Director, Principal Accounting
Officer, Treasurer and Secretary of the Company, Anis Jessa resigned on May 23,
2003 and appointed William C. Robinson as Chief Executive Officer, Sole
Director, Principal Accounting Officer, Treasurer and Secretary of the Company.

      In addition, the Company has entered into a consulting agreement with Mr.
Jessa. The terms of Mr. Jessa's consultancy provide that he will surrender
2,149,000 shares of common stock in E-City which will be held in trust to secure
his obligations under the consulting agreement. Mr. Jessa will be compensated by
2,471,350 shares of incentive stock options at a price per share of $0.01 under
the agreement, subject to his providing the requisite consulting services. The
consulting agreement also provides some anti-dilution protection for Mr. Jessa
and provides that the corporation agree to pay certain tax liabilities that it
owes in a timely fashion and for which Mr. Jessa may be personally liable in the
event of non-payment.


ITEM 14.   Controls and Procedures


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

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

<PAGE>
                                       41



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              E-City Software, Inc.
                              ---------------------
                                  (Registrant)

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

                               Date: August 18, 2003


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


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

                               Date: August 18, 2003




<PAGE>
                                       42


Index to exhibits

Exhibit
Number                    Description of Exhibit
--------   --------------------------------------------------------------------
3.1 (a)    Articles of incorporation of the registrant
3.2 (a)    Bylaws of the registrant.
4.1 (a)    Specimen common stock certificate.
10.1 (a)   Form of common stock purchase agreement
10.2 (a)   Common stock purchase agreement by and between E-City Software, Inc.
           and Anis Jessa.
10.3 (a)   Common stock purchase agreement by and between E-City Software, Inc.
           and Salim Devji.
10.4 (a)   Common stock purchase agreement by and between E-City Software, Inc.
           and Robin Moulder.
10.5 (a)   Common stock purchase agreement by and between E-City Software,
           Inc. and Susan Polmar.
10.6 (a)   Stock purchase agreement by and between E-City Software, Inc. and
           Butterfly Software Inc.
10.7 (a)   Software development agreement
10.8 (a)   Software development agreement addendum
10.9 (b)   Cityscape promissory note dated January 15, 2001
10.10 (c)  Agreement between Keller Verlag Gmbh and E-City Software dated
           December 13, 2000
10.11 (b)  Property lease agreement between Butterfly Software Inc. and 343
           Railway Investments Ltd. dated April 30, 1999
10.12 (b)  Property lease agreement between Butterfly Software Inc. and 343
           Railway Investments Ltd. dated April 20, 2000
10.13 (d)  Form of Stock Transfer Agreement between E-City Software, Anis Jessa
           and Donees of Anis Jessa dated June 1, 2000
10.14 (e)  Master Distribution and Partnership Agreement between E-City Software
           and Orion Technology Inc. dated September 12, 2001
10.15 (e)  License Agreement by and between E-City Software, Inc. and Fog City
           Taxi, Inc. dated December 13, 2001
10.16 (e)  Form of common stock purchase agreement

99.1       CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
           PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.2       CERTIFICATION PUSUANT TO SECTION 302

(a) Filed previously with the commission in registrant's Filing on Form SB-2 on
    September 22, 2000.
(b) Filed previously with the commission in registrant's Filing on Form SB-2/A
    on January 29, 2001.
(c) Filed previously with the commission in registrant's filing on Form SB-2/A
    on April 19, 2001.
(d) Filed previously with the commission in registrant's filing on Form SB-2/A
    on May 31, 2001.
(e) Filed previously with the commission in registrant's filing on Form 10KSB
    on June 28, 2002.