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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

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

                    For the Fiscal Year Ended March 31, 2001

             / / 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)

           1201 First Avenue South, Suite 330           98134
                          Seattle, WA             (Zip/Postal Code)
          (Address of principal executive offices)

                                 (206) 624-8070
                               (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 / / No /X/

    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: $800,000

    Aggregate market value of the Registrant's Common Stock held by
non-affiliates as of March 31, 2001 was approximately $9,371,650. The number of
shares of the Registrant's Common Stock outstanding as of March 31, 2001 was
4,965,000.

    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                           9

Item 7.      Financial Statements                                           13

Item 8.      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure                         26

             Part III

Item 9.      Directors, Executive Officers, Promoters and Control
             Persons; Compliance With Section 16(a) of the Exchange Act     26

Item 10.     Executive Compensation                                         27

Item 11.     Security Ownership of Certain Beneficial Owners and Management 28

Item 12.     Certain Relationships and Related Transactions                 31

Item 13.     Exhibits List and Reports on Form 8-K                          34


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.


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PART I.

Item 1. DESCRIPTION OF BUSINESS


Overview

    E-City is a development stage 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 seven major US cities. 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 development stage 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 50,000 shares of common stock of E-City.

E-City's principal products and services

    E-City has one service which it is currently engaged in providing. E-City
plans to offer two other products by the third quarter of 2001. The service
which E-City currently provides is the development of computer maps for major
metropolitan areas which are developed for a customer and then provided to that
customer over the internet and on cd-rom. E-City has one such contract with a
customer for the development of 10 major metropolitan areas. E-City has the
capability of developing more cities for individual customers on a contract
basis. E-City has sought out additional customers, but has not yet found any
additional customers for this map development service. When a customer desires
to have E-City build an interactive map of a particular city, E-City will
prepare a pricing bid for that map build. The price that E-City intends to
charge for such services will be determined on a contract-by-contract basis, but
will be based on E-City's actual cost in developing the mapping solution,
including aerial photography, programming, drawing and graphic design, plus a
profit margin of between 0% and 30%, depending on how likely E-City is to be
able to leverage the work that it would be doing on the contract to produce
other revenue, such as revenue from a printed map product derived from the maps
developed under the contract.

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    In addition to the custom computer map development services described above,
E-City has two other products in development, which it plans to begin selling in
the third quarter of 2001. These are a licensed, on-line version of its maps to
internet websites and a paper map of its completed cities.

    E-City intends to license its on-line maps either through resellers or
directly to individual websites. These websites would pay an annual licensing
fee to use E-City maps on their website. E-City intends to offer multiple levels
of animation on these maps, different user interface options, some customization
of the maps, for instance, highlighting a business' physical location on the
electronic map and intends to price these additions as value added services to
be paid for as upgrades to a simple license of E-City's current mapping product.
E-City currently has the ability to license the completed city maps of Seattle,
San Francisco, Las Vegas, Los Angeles, Washington DC, Vancouver, BC and Chicago.
E-City also intends to license a less detailed, more traditional computer map, a
so-called two dimensional or 2D map of the United States in conjunction with
licenses of its visually more detailed city maps which include buildings and
landmarks, or three dimensional or 3D maps. E-City has purchased the technology
to provide such 2D maps from a third party provider under non-negotiated,
standard commercial software license terms renewable on a yearly basis. E-City
has then customized these purchased maps so that it can present them and
integrate them for an on-line customers needs. The 2D map capability is
presently ready to be licensed to customers in connection with E-City's other 3D
product.

    E-City has not determined a price for its computer map licensing product or
the price of the value added upgrades to such a license. E-City intends to base
its prices on the prevailing market prices for similar services by its
competitors, including Mapquest and Vicinity. Mapquest and Vicinity price
similar products between $1500 and $15,000 per year for each site license,
depending on the number of upgrade options requested. E-City intends to have a
similar pricing structure, depending on market research, feedback from its
potential customers, and the level of interest that it finds in the marketplace
for its products.

    E-City is in the process of developing a paper map printed version of its
computer city maps. E-City has completed such a paper map for Seattle and Las
Vegas. E-City intends to complete paper maps for San Francisco, Chicago,
Washington DC and Vancouver, B.C. by September 30, 2001. E-City intends to
complete additional paper maps for other cities as it completes market research
on potential cities by the end of the third quarter of 2001. E-City intends to
price these maps at retail for between $5-$8 per map, depending on the feedback
received from potential distributors and potential customers. Depending on the
distribution method that E-City selects, E-City would receive between 33% to 60%
of the retail price of the paper maps.

Distribution and marketing methods

    Presently, E-City has one distributor of its products in Germany and no
distributor outside of Germany. E-City presently makes its custom map
development services available to customers who call, email, write or respond to
advertisements on E-City's websites and through direct telephone sales calls by
E-City's sales staff or through its German distributor. E-City intends to make
its computer map licensing available through these same mechanisms. E-City also
intends to develop a larger sales force so that it might be able to sell its
computer map licensing services directly to website owners. E-City is currently
looking for strategic partners who might be resellers of the E-City computer map
licensing products. E-City has not determined how it will price such services
with respect to resellers. E-City currently offers products to its German
distributor for 70% of the sales price of products but has not determined if
this pricing structure will be practicable for markets outside of Germany.
Management contemplates that pricing in other markets will be done on a
revenue-share basis, to be negotiated with a reseller once a possible reseller
or resellers have been identified. Such pricing will be determined by the likely
volume of sales a reseller might make, any minimum order commitments a reseller
might give, any synergies the reseller might provide for E-City's other
products, any marketing or brand awareness for E-City that the reseller might
provide, the depth and quality of the reseller's customer base and the number of
offers from competing resellers that E-City receives.

    E-City does not currently print or distribute paper maps. E-City intends to
develop a paper map product for sale during the third quarter of 2001. E-City
has not yet determined how such maps will be distributed. E-City intends to
approach wholesale map and magazine distributors and national retail book,
service station and convenience store chains to seek distribution of its printed
map product. E-City has not yet entered into negotiations with any such
distributor. It is contemplated that such distribution arrangements, if
successfully developed, would involve E-City selling paper maps to distributors
at 35-50% of the retail price of those maps and to retailers at 45-60% of the
retail price of those maps.

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Status of products and services

    Currently E-City has computer maps for delivery over the internet and in
cd-rom format for San Francisco, Las Vegas, Seattle, Los Angeles, Chicago,
Washington DC and Vancouver, BC. These maps are presently available for viewing
on the internet and have been developed under the contract between E-City and
Cityscape.

    E-City anticipates that the cities of Miami, Orlando, Salt Lake and New York
should be completed by October of 2001.

    E-City currently offers custom mapping development services to individual
customers on a contract basis. E-City can design, film, illustrate, render and
deliver, in cd-rom format and on the internet, customized computerized maps of
any city in the world on a per city contract basis. These maps take between 6
and 12 weeks to develop, depending on the city.

    E-City anticipates having the ability to license its already developed
custom mapping products on a per-year license basis to websites in the third
quarter of 2001. San Francisco, Seattle, Las Vegas, Los Angeles, Chicago,
Washington DC and Vancouver, BC are complete and would be ready for licensure as
soon as E-City determines pricing, distribution, and delivery methods.

    E-City has developed a prototype printed map for Seattle and Las Vegas.
E-City is currently in the process of seeking printers and distributors for
these maps. No printers or distributors have yet been selected. E-City
anticipates printing maps for these cities and securing distribution for them in
the third quarter of 2001. Thereafter, E-City anticipates printing and
distributing paper maps for each city that E-City develops a computer mapping
solution.

Revenues

    At the moment, E-City's largest customer is Cityscape.com. Cityscape pays
E-City under a software development contract to develop 10 interactive maps to
North American cities. E-City anticipates that its sources of revenue in the
future will come from sales of its custom mapping development services to
websites under software development agreements similar to the one entered into
with Cityscape.com. E-City also anticipates that revenue will be derived from
license fees for its computer maps to individual websites on an annual license
fee basis. E-City also anticipates that revenue will be generated by sales of
E-City's paper map products.

Competitive conditions, competitive position and methods of competition

    The computer mapping market in which we compete is relatively new and our
services are highly specialized. While competition exists for most of our
service offerings, the number of companies with which we compete is relatively
small. We expect competition with our services to increase over time as the
market for our services grows. Competition may also increase as a result of
industry consolidation.

    Our map licensing and mapping development services compete with InfoSpace,
MapQuest, Vicinity and Switchboard and, to a lesser degree, with other smaller,
location-based content providers. InfoSpace, MapQuest, Vicinity and Switchboard
have more experience in the field than we do, have established brand
recognition, have successfully developed customers, have significant financial
and human resources and have a wider variety of products which they offer than
we do. It will be very difficult to compete successfully against these
competitors. In addition, while we believe that the visual depictions of
buildings, landmarks and the look and feel of E-City maps will appeal to some
businesses, this visual differentiation may not be sufficient to attract
customers. Furthermore, if we are successful in cultivating a customer base
based on the visual detail presented in E-City maps, our competitors could add
similar features to their products. In addition, with many potential new
clients, an additional competitor to our mapping solution is the client's own
in-house information systems department which may initially believe that it can
duplicate our services at a lower cost. In each competitive situation that we
face, we believe the factors that cause potential clients to consider our
services include the depth of our mapping offerings, the visual appeal of our
maps, the number of cities that we provide coverage for, our ability to
integrate our services into larger marketing initiatives, the quality and
reliability of our services, our speed of implementation and the overall quality
of our technology and client service.

    Our printed map products, which we do not currently offer but contemplate
offering in the third quarter of 2001, compete against a number of suppliers of
printed maps. By far, the largest of these printed map companies is Rand
McNally, which has a long established brand, comprehensive distribution, an
enormous product offering and significant human, financial, technical and
strategic resources at its disposal. Rand McNally does not presently offer a
city map that depicts buildings and landmarks with the same detail as E-City's
planned paper maps. However, if we are successful in cultivating a customer base
based on the visual detail presented in E-City maps, our competitors could add
similar features to their products. We are in a difficult competitive position,
being a new entrant in a field that has such an established, well-financed,
highly visible competitive leader. We believe that consumers make paper map
purchasing choices based primarily on ease of availability, price and visual
appeal. Rand McNally makes maps which are widely distributed, reasonably priced
and full-colored. In order to compete successfully in this market, we will have
to establish widespread distribution of our paper map products and consumers
will have to find those products visually appealing.

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Dependence on one customer

    We are heavily dependent on our customer, Cityscape.com, Inc., for a large
portion of our sales to date. While we anticipate identifying and securing other
customers, we have had limited success in doing so.. We have one development
contract with Cityscape.com, Inc. This software development agreement, dated
September 15,1999, was originally between 3DCityGuide.com, Inc., which
subsequently changed its' name to Cityscape, and Butterfly Software. The
agreement specifies payments of $2,000,000 from Cityscape to Butterfly beginning
August 1, 1999, with a term of two years. The agreement requires us to create
interactive mapping solutions for 10 cities. As of March 31, 2001, we had
realized revenue of $1,050,000 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. We have completed seven cities under the agreement,
Seattle, San Francisco, Las Vegas, Los Angeles, Chicago, Washington DC and
Vancouver, B.C. We anticipate completing the three remaining cities by October
31, 2001.

    There can be no assurance that E-City will derive significant revenue from
customers other than Cityscape. E-Citys' potential customers include various
industry segments on the internet, including retail, service providers,
governmental offices and industrial concerns.


Research and development

    Other than the acquisition of Butterfly Software, E-City has not made an
investment to date in research and development. E-City has developed its
computer mapping process as part of the execution of its obligations under the
Cityscape software development agreement. To the extent that the development of
E-City's mapping process qualifies as research and development, 100% of the
development of its products was borne by E-City's customer. Butterfly Software,
E-City's subsidiary and predecessor entity, spent $99,893 on research and
development.


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. Our only license
that we have granted a customer of our products is the license granted to
Cityscape under the software development agreement. 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 which 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, 2001, we had 16 employees and three consultants, 12 of whom
were based at our offices in Vancouver, British Columbia and four of whom are
based out of our offices in Seattle, Washington. None of our employees is
subject to a collective bargaining agreement. We do not have any written
employment agreements with any of our employees. We believe that our relations
with our employees and consultants are good.

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Item 2. DESCRIPTION OF PROPERTY

    Most of our employees are located in an approximately 6,000 square foot
facility in Vancouver, British Columbia. The lease for this facility expires in
May, 2002. The terms of this lease are as follows: On April 30th, 1999 Butterfly
Software entered into a 3 year lease agreement for approximately 3,026 square
feet of office space for a total financial commitment of approximately $89,296
Canadian over the period June 1, 1999 thru May 31, 2002. Further, on April 20th,
2000 Butterfly Software entered into a 26 month lease agreement for
approximately 2,858 square feet of office space for a total financial commitment
of approximately $54,137 Canadian over the period April 1, 2000 thru May 31,
2002. The leases are attached to this report as Exhibits 10.11 and 10.12. Our
headquarters are located in Seattle, Washington 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

    We are not a party to any legal proceedings.


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

    None.


Part II.

Item 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS


    There is no trading market for our common stock at present and there has
been no trading market to date. We cannot guarantee that a trading market will
ever develop or if a market does develop, that it will continue. As of March 31,
2001, 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 no shares that are currently eligible for sale under Rule 144
and 4,915,000 shares which will be eligible for sale under Rule 144 on August 9,
2001. We have 50,000 shares which will become eligible for sale under Rule 144
on August 15, 2001. We have 3,853,000 common shares which were registered under
the Securities Act on form SB-2. This registration statement became effective on
May 4, 2001. As of March 31, 2001, there were approximately 50 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

    Between May 12, 2000 and August 1, 2000, the registrant sold 4,915,000
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 4,915,000 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.

    Officer and director Robin Moulder purchased 20,000 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 200,000 shares of common stock at
$0.0001 per share on August 1, 2000 in the above mentioned private placement.
Officer Susan Polmar purchased 5,000 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 175,000 of his common shares of E-City Software to
Anis Jessa.

    On August 15, 2000, E-City issued to Butterfly Software, a related party,
accredited investor who had access to information regarding the registrant,
50,000 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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                                       9


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

    E-City Software, Inc. is a development stage 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 for Internet sites and other
businesses that utilize computerized mapping services. We develop and market
products that allow our clients to provide computerized mapping services to
their customers. Our subsidiary, Butterfly Software, Inc., a British Columbia
corporation, was formed on November 8, 1998 for the purpose of producing
computerized maps. In its original conception, Butterfly was to make
computerized maps in the form of maps of popular tourist destinations which it
planned to sell to wholesale and retail customers on cd-rom in a screen saver
format. In September of 1999, Butterfly changed its business model and began
focusing on the delivery of computer maps via the internet, as well as in cd-rom
format. Butterfly Software became a wholly owned subsidiary of E-City on August
15, 2000. E-City purchased 100% of the stock of Butterfly Software on August 15,
2000 in exchange for 50,000 shares of common stock of E-City.

    We intend over the next 12 months, to add two new products to our currently
available product offering. Presently, we are in the process of developing 10
computer maps of North American cities under our software development contract
with Cityscape. Our only currently offered product consists of this computer map
product that we can create for potential customers on a city by city basis,
under similar terms as the contract that we entered into with Cityscape.

    While we have the ability and staff presently to produce a map of another
North American city every six to eight weeks, we would like to expand that
ability to producing a North American or international city every four weeks. To
increase our development capability and speed will require an additional
$500,000 for the hiring of new developers and the purchase of new equipment.

    We would also like to develop a sales force to sell this product to
potential customers, as well as the paper map product and the computer map
licensing product that we have in development. Presently, we have a full-time
sales staff of two people. We would like to expand that sales staff to 10
people, which we believe would allow us to target potential customers for all
three products effectively. We would also like to advertise our products via the
internet, attendance at trade shows and through print and outdoor media. We
estimate that to expand the sales department and to advertise our products to
create awareness and attract potential customers, we need to spend $500,000 on
sales and marketing over the next twelve months.

    We intend to design, print and achieve distribution for our printed map
product, which we expect to begin production of in the third quarter of 2001. In
order to typeset and print a full set of paper maps for our first city, we
anticipate upfront costs of around $15,000 for 50,000 maps. We expect that
distribution costs will run approximately $5000 for the first 50,000 maps. If we
are successful in securing distribution for the first set of printed maps, we
anticipate distributing at least 9 additional paper map products over the course
of the next twelve months. Each new city will cost approximately $20,000 to
print and distribute. We believe that the total budget that we will need to
print and distribute 500,000 maps for 10 cities will be $200,000. Our
anticipated revenues from the sale of paper maps at a wholesale distributor
price of $2.50 to $3.00 per map will be between $1,250,000 and $1,500,000,
assuming that all of the maps were sold.

<PAGE>
                                       10


Results of operations for the years ended March 31, 2001 and 2000.


    Revenues for the year ended March 31, 2001 were $800,000 as E-City completed
work on four additional cities under the Cityscape software development
agreement. Revenues for the year ended March 31, 2000 were $250,000 as E-City
completed work on the city of Las Vegas.

    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.

    At the moment, E-City's largest customer is Cityscape.com. Cityscape pays
E-City under a software development contract to develop 10 interactive maps to
North American cities. E-City anticipates that its sources of revenue in the
future will come from sales of its custom mapping development services to
websites under software development agreements similar to the one entered into
with Cityscape.com. E-City also anticipates that revenue will be derived from
license fees for its computer maps to individual websites on an annual license
fee basis. E-City also anticipates that revenue will be generated by sales of
E-City's paper map products.

Operating Expenses

    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, 2001 were
$286,773 an increase of $208,379 over the same period in the previous year. This
increase is due to the expansion of E-City's marketing, web design and mapping
capabilities, as well as higher depreciation and amortization costs and higher
office, consulting and legal expenses. We expect general and administrative
expenses to increase substantially over the previous year if E-City is
successful in developing and marketing a paper mapping product and in obtaining
new customers for its products and services. We anticipate that such
expenditures could be as high as $550,000 or more depending on the level of
growth.

    Research and development expenses were not incurred during the fiscal year
ended March 31, 2001, due to the fact that our core software development of our
interactive city guide had already been completed. In the same period in 2000,
research and development expenses totaled $99,893. Since that time no additional
funds have been spent on research and development. At the moment, we have not
spent money in the development of our paper mapping products. We anticipate
spending approximately $200,000 to $400,000 on product development over the next
twelve months.


Financial Condition

    For the year ended March 31, 2001 E-City had net income of $153,639 while
for the year ended March 31, 2000, the company had incurred net losses of
$61,483. Also, for the year ended March 31, 2001 and 2000, the company had a
working capital deficit of $8,805 and $126,696, respectively.

    E-City has formulated a plan involving several efforts including an
increased marketing effort to contact potential customers. Expenses and costs
are also being examined to determine their need and effectiveness to meet the
company's goals. Various equity sources are also being explored in order to
generate cash if needed. Along with exploring equity sources, E-City is also
pursuing financing options, although nothing specific has yet been established
with an investor or financing party. If needed, E-City has also considered
cutting back on its projects which would entail a reduction of force and related
expenses and curtailment of certain advertising and marketing efforts.

    The company is in a very tenuous cash position going forward. There are
reserves of less than three month's of operating cash and payments from
Cityscape under the software development agreement cannot be assured. There can
be no assurance that E-City will develop any new customers, or that its pricing
arrangement with such customers, if located, will be sufficient to provide
E-City with the financial resources necessary to continue operation.

<PAGE>
                                       11


Liquidity and capital resources

    We continue to finance our growth primarily through funds generated from
operations. For the year ended March 31, 2001, net cash provided by operating
activities was $100,729. As of March 31, 2001, we had cash and cash equivalents
of $40,290.

    The company had a positive change in cash of $25,632 for the year ended
March 31, 2001. The principal sources of cash were net earnings in the amount of
$153,639, an increase in accounts payable and accrued expenses of $32,493, an
increase in our provision for income taxes of $42,857 and an increase in
depreciation and amortization of $43,802. The principal uses of cash were an
increase in work in progress of $124,023, an increase in equipment of $87,282,
and a decrease in deferred revenue of $60,127.

    The company had a positive change in cash of $2,206 for the year ended March
31, 2000. The principal sources of cash were an increase in related party
advances payable of $169,747, an increase in deferred revenue of $96,000, an
increase in accounts payable and accrued expenses of $26,788 and an increase in
depreciation and amortization of $11,463. The principal uses of cash were an
increase in related party advances receivable of $$85,178, an increase in work
in progress of $73,068, net losses of $61,483, an increase in equipment of
$59,600 and an increase in prepaid expenses of $13,035.

   For the year ended March 31, 2001 and 2000, the company had contract work in
progress of $192,243 and $74,169, respectively. Contract work in progress
represents the costs to produce the interactive 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.

     The  interactive  city  guides  of  Vancouver,   B.C.  and  Washington,  DC
contributed  $64,826, and $60,139 respectively towards contract work in progress
as of March 31, 2001. These two interactive city guides were  approximately  90%
complete as of March 31, 2001 and were completed in April 2001. 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,  2001,  all
projects for which costs have been incurred are expected to be completed  within
twelve months and, accordingly, contract work in progress is included in current
assets.

    We believe that existing cash balances and funds generated from operations
are insufficient to meet our liquidity needs for the foreseeable future. We are
actively pursuing customers so that we may reach a level of sales sufficient to
meet our liquidity needs.

    While E-City is optimistic about the company's long-term prospects, the
following issues and uncertainties, among others, should be considered in
evaluating its growth outlook.

     We need working capital to execute our business plan and, in the future, we
may acquire or make investments in complementary businesses, products, services
or technologies on an opportunistic basis when we believe they will assist us in
carrying out our business strategy. We do not have any present understanding,
nor are we having any discussions relating to any such acquisition or
investment. Any such acquisition or investment could harm our operating results
or cause our stock price to decline because:

-    the  amount  of time  and  level  of  resources  required  to  successfully
     integrate its business operation could be substantial;
-    challenges  in  assimilating  personnel,   organizational   structure,  and
     technology could cause  significant  delays in executing other key areas of
     our business plan;
-    the key  personnel of the  acquired  company may decide not to work for us,
     which could result in the loss of key  technical  or business  knowledge to
     us; and
-    we may have to incur debt or issue equity  securities to pay for any future
     acquisitions,  the  issuance of which  could be  dilutive  to our  existing
     stockholders.

     We believe that our current cash and cash equivalents will be sufficient to
meet our  anticipated  cash needs for working  capital and capital  expenditures
through  September  2001. If cash generated from  operations is  insufficient to
satisfy  our  liquidity  requirements  after  that  date,  we may  seek  to sell
additional equity or debt securities or to obtain a credit facility; however, at
the present time, we have not entered into any  arrangements  or  understandings
with  respect  to  any  such  financings.  The  sale  of  additional  equity  or
convertible  debt  securities  could  result  in  additional   dilution  to  our
stockholders.  The incurrence of indebtedness would result in an increase in our
fixed  obligations  and could result in operating  covenants that would restrict
its  operations.  There can be no assurance  that financing will be available in
amounts or on terms  acceptable  to us, if at all. If financing is not available
when  required or is not  available  on  acceptable  terms,  we may be unable to
develop or enhance our  products or services.  In addition,  we may be unable to
take advantage of business  opportunities  or respond to competitive  pressures.
Any of these events could have a material  and adverse  effect on our  business,
results of operations and financial condition.

<PAGE>
                                       12


Cash requirements

    Presently, without the sale of additional shares, we do not have sufficient
capital to maintain, grow or continue our operations for the next 12 months. Our
plan of operation is therefore dependent upon our ability to raise capital. We
have less than three months of working capital or cash available presently. We
need to raise additional funds as soon as practicable. We presently have no
arrangements or understandings with any investors or potential investors with
respect to an investment in E-City. We have not decided at what price or under
what terms we will raise such additional funds. The factors that we will utilize
in making such a decision include, our success in developing new customers or
strategic partners for E-City, the market valuation of our competitors, the
availability of investments generally for development stage start-up companies
and the feedback that we receive from potential investors. We intend to target
potential customers and potential strategic partners as possible investors in
E-City, though we have not received any indications of interest so far. E-City
has identified acquaintances of the officers and directors who are interested in
providing debt or equity financing for E-City. E-City has not reached any terms
with such prospective investors in which such financing would be forthcoming.
E-City intends to pursue these sources of possible financing. In addition,
E-City intends to pursue financing via venture capital funds and private capital
groups. E-City has not yet identified any specific venture capital funds or
private capital groups. E-City intends to identify such funds by September 30,
2001. There can be no assurance that E-City will be successful in identifying
appropriate funds or that such funds, if identified, will be willing to make an
investment in E-City on financial terms acceptable to E-City. E-City also
intends to solicit proposals from investment banking firms to conduct financing
on behalf of the company. E-City has not identified any specific investment
banking firm to date. E-City intends to identify an appropriate investment
banking firm by September 30, 2001. There can be no assurance that E-City will
be successful in identifying an appropriate investment banking firm or that once
identified such an investment banking firm will be willing and able to provide
financing to E-City under acceptable terms and conditions. If we are unable to
raise additional or sufficient funds for E-City, we will have to abandon our
additional hiring plans, possibly close either our Seattle or Vancouver office
to consolidate, abandon our plan to produce paper maps, reduce staff or
salaries, increase the number of customers, or some combination thereof. These
steps may not be sufficient and we may fail, even with these measures, if we are
unsuccessful in raising additional funds under acceptable terms.


Research and development

    We intend to develop an ability over the next twelve months to deliver our
maps via hand held, internet enabled devices, such as a cellular phone or a Palm
Pilot or other personal electronic device. We do not yet know how much it will
cost to develop such an ability. We also intend to continue to develop
techniques for compressing our computer maps, shrinking their file size, so that
we might transmit them faster over the world wide web. We do not yet know how
much it will cost to do this. The factors we will use to determine how much
money to spend on research and development will include, feedback from our
customers, the expenditures of our competitors, the availability and terms of
additional financing that we intend to seek, our available cash and general
market conditions.

Plant and equipment

    We currently have offices in Seattle, Washington and Vancouver, British
Columbia. Most of our core software development and mapping and animation
technology will be hosted in Vancouver where the employee base is large and
wages are generally lower than in most regions of the United States for software
developers. We would like to expand our Seattle and Vancouver offices if we are
able to hire additional employees and our customer growth supports such an
expansion. According to the growth plan that we have currently, we will need
approximately 5000 additional square feet of office space between the two
facilities. We believe that this space will be available to lease on an already
improved basis and should cost us approximately $60,000 per year in office lease
payments.

Employees

    We plan to hire approximately 15 additional developers in the next 12 months
to meet business expansion and continue servicing existing and new clients,
developing existing and new business lines, and augmenting our management,
marketing, sales and business development capacities. We intend to hire an
additional 8 to 10 sales and marketing staff members. This should bring our
total of new hires to around 25 over the course of the next 12 months. We
estimate the average cost of each new hire to be approximately $45,000 per year.
If we are unable to afford to hire so many people, we will scale back our
expansion plans accordingly.

<PAGE>
                                       13



Item 7. FINANCIAL STATEMENTS

Index to Consolidated Financial Statemtents

Report of HANSEN, BARNETT & MAXWELL CERTIFIED PUBLIC ACCOUNTANTS ....F1     (14)

Balance Sheet .......................................................F2     (17)

Statements of Operations ............................................F3     (18)

Statements of Shareholders' Equity...................................F4     (19)

Statements of Cash Flows.............................................F5     (20)

Notes to Financial Statements........................................F6-10  (21)



<PAGE>
                                       14






                              E-CITY SOFTWARE, INC.
                                 AND SUBSIDIARY






               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                       AND
                        CONSOLIDATED FINANCIAL STATEMENTS






                             March 31, 2001 and 2000






<PAGE>
                                       15





                              E-CITY SOFTWARE, INC.

                                 AND SUBSIDIARY



                                TABLE OF CONTENTS


                                                                            Page

Report of Independent Certified Public Accountants ..................F1     (16)

Financial Statements:

Consolidated Balance Sheets - March 31, 2001 and 2000...............F2      (17)

Consolidated Statements of Operations for the Years Ended
March 31, 2001 and 2000.............................................F3      (18)

Consolidated Statements of Stockholders' Equity (Deficit) for the
Years ended March 31, 2001 and 2000.................................F4      (19)

Consolidated Statements of Cash Flows for the Years ended
March 31, and 2000..................................................F5      (20)

Notes to Financial Statements ......................................F6-10   (21)


<PAGE>
                                       16


                                                                             F-1

                           HANSEN, BARNETT & MAXWELL
                           A Professional Corporation
                          CERTIFIED PUBLIC ACCOUNTANTS

                                 (801) 532-2200
              Member of AICPA Division of Firms Fax (801) 532-7944
                  Member of SECPS 345 East 300 South, Suite 200
    Member of Summit International Associates Salt Lake City, Utah 84111-2693



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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

We have audited the accompanying consolidated balance sheets of E-City Software,
Inc. and subsidiary as of March 31, 2001 and 2000 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. 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, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.



                                                       HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
May 1, 2001

<PAGE>
                                       17


<TABLE>

                                                                                        F-2

                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                                        As of March 31,

                                                                    2001            2000
                                                             -----------      ----------

                                     ASSETS
                                                           <S>              <C>
Current Assets
      Cash                                                  $    40,290      $    14,658
      Accounts receivable                                       109,000              ---
      Contract work in progress                                 192,243           74,169
      Related party notes receivable                             74,917              ---
      Prepaid expenses & other current assets                     9,327           13,232
      Related party advances                                      3,207           86,055
                                                            -----------      -----------

           Total Current Assets                                 428,984          188,114
                                                            -----------      -----------

Property and Equipment
      Automobiles                                                19,355           21,043
      Furniture and fixtures                                     11,060            6,480
      Computer equipment                                         83,435           52,792
      Computer software                                          35,558              ---
      Leasehold improvements                                     11,747              ---
      Less: accumulated depreciation                           (50,872)         (11,636)
                                                            -----------      -------------

           Net Property and Equipment                           110,283           68,679
                                                            -----------      -----------

Other Assets (net of amortization)                                  724              ---
Deferred tax asset                                               19,421              ---
                                                            -----------      -----------

Total Assets                                                $   559,412      $   256,793
                                                            ===========      ===========

                             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
      Accounts payable                                      $    36,258      $     3,451
      Accrued expenses                                           29,890           29,691
      Obligations under capital lease-current portion             3,507            3,538
      Related party advances                                    321,173          182,130
      Deferred revenue                                           25,000           96,000
      Accrued income taxes                                       21,961              ---
                                                            -----------      -----------

           Total Current Liabilities                            437,789          314,810
                                                            -----------      -----------

Obligations Under Capital Lease-Long Term                        10,275           14,984
Deferred income taxes                                            42,293              ---
                                                            -----------      -----------

Total Liabilities                                               490,357          329,794
                                                            -----------      -----------

Stockholders' Equity (Deficit)
      Common stock, $0.0001 par value, 50,000,000 shares
      Authorized, 4,965,000 and 50,000 shares issued and
      outstanding, respectively                                     497                5
      Retained Earnings (deficit)                                85,503         (68,136)
      Accumulated other comprehensive income (loss)            (16,945)          (4,870)
                                                            -----------      -----------

           Total Stockholders' Equity (Deficit)                  69,055         (73,001)
                                                            -----------      -----------

Total Liabilities and Stockholder's Equity (Deficit)        $   559,412      $   256,793
                                                            ===========      ===========

THE  ACCOMPANYING  NOTES ARE AN INTEGRAL  PART OF THESE  CONSOLIDATED  FINANCIAL STATEMENTS
</TABLE>

<PAGE>
                                       18



                                                                             F-3

                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000




                                                   2001            2000
                                            -----------     -----------

Sales                                       $   800,000     $   250,000

Cost of Goods Sold                              308,182         132,023
                                            -----------     -----------

      Gross Profit                              491,818         117,977

Operating Expenses
General and administrative expenses             286,773          78,394
Research and development                            ---          99,893
                                            -----------     -----------

            Total Operating Expenses            286,773         178,287
                                            -----------     -----------

Income (Loss) from Operations                   205,045        (60,310)

Other Income (Loss)
      Interest income                               856              57
      (Loss) on foreign currency exchange       (7,429)         (1,230)
                                            -----------     -----------

            Net Other Income (Loss)             (6,573)         (1,173)
                                            -----------     -----------

Income (Loss) Before Provision
For Income Taxes                                198,472        (61,483)
                                            -----------     -----------

Provision For Income Taxes                     (44,833)             ---
                                            -----------     -----------

Net Income (Loss)                           $   153,639     $  (61,483)
                                            ===========     ===========

Basic And Diluted Income (Loss)
Per Share                                   $      0.03     $    (0.01)
                                            ===========     ===========

Weighted Average Shares Outstanding           4,834,315       4,740,000
                                            ===========     ===========



THE  ACCOMPANYING  NOTES ARE AN INTEGRAL  PART OF THESE  CONSOLIDATED  FINANCIAL
STATEMENTS

<PAGE>
                                       19

<TABLE>
                                                                                                              F-4


                                                      E-CITY SOFTWARE, INC. AND SUBSIDIDARY
                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                  FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

                                                                                       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, 1999          50,000            5            -           (6,653)         (39)      (6,687)

Net loss                               -            -            -          (61,483)            -     (61,483)
Translation adjustments                -            -            -                 -      (4,831)      (4,831)
                                                                                                     ---------
Comprehensive loss                     -            -            -                 -            -     (66,314)
                              ----------    ---------   ----------     -------------    ---------    ---------

Balance - March 31, 2000          50,000            5            -          (68,136)      (4,870)     (73,001)


Net Income                             -            -            -           153,639            -      153,639
Translation adjustments                -            -            -                 -     (12,075)     (12,075)
Founder's shares issued at
inception of E-City Software,
Inc. on May 12, 2000           4,690,000          469                                                      469
Company shares issued on
August 1, 2000                   225,000           23                              -            -           23
                                                                                                     ---------
Comprehensive Income                   -            -            -                 -            -      142,056
                              ----------    ---------   ----------     -------------    ---------    ---------

Balance - March 31, 2001       4,965,000   $      497  $         -    $       85,503   $ (16,945)   $   69,055
                              ==========   ==========  ===========    ==============   ==========   ==========

THE  ACCOMPANYING  NOTES ARE AN INTEGRAL  PART OF THESE  CONSOLIDATED  FINANCIAL STATEMENTS
</TABLE>

<PAGE>
                                       20

<TABLE>

                                                                                           F-5

                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000



                                                                   2001               2000
                                                            -----------       ------------
                                                            <S>               <C>

Cash Flows From Operating Activities
     Net Income (loss)                                      $   153,639         (61,483)
    Foreign exchange (gain) loss                                  7,429            1,230
    Depreciation and amortization                                43,802           11,463
    Deferred income tax provision                                42,857              ---
Changes in current assets and liabilities:
       Accounts receivable                                    (109,000)              ---
       Related party advances receivable                          9,634         (85,178)
       Work in process                                        (124,023)         (73,068)
       Prepaid expenses and other current assets                  (364)         (13,035)
       Accounts payable and accrued expenses                     32,493           26,788
       Related party advances payable                           104,389          169,747
       Deferred revenue                                        (60,127)           96,000
                                                            -----------      -----------

       Net Cash Provided by
       Operating Activities                                     100,729           72,464
                                                            -----------      -----------

Cash Flows From Investing Activities
    Purchase of property and equipment                         (87,282)         (59,600)
    Purchase of other assets                                      (834)              ---
                                                            -----------      -----------

       Net Cash (Used in) Investing Activities                 (88,116)         (59,600)
                                                            -----------      -----------

Cash Flows From Financing Activities
    Principal payments of long-term debt                        (3,254)          (5,257)
    Borrowings under long-term debt                              50,000              ---
    Proceeds from stock issues                                      492              ---
                                                            -----------      -----------

       Net Cash (Used In) Provided by
         Financing Activities                                    47,238          (5,257)
                                                            -----------      -----------

       Effect of Exchange Rate
         Changes on Cash                                       (34,219)           5,401
                                                            -----------      -----------


Net Increase in Cash and Cash Equivalents                        25,632            2,206

Cash and Cash Equivalents at
  Beginning of Year                                              14,658           12,452
                                                            -----------      -----------

Cash and Cash Equivalents at End of Year                        $40,290      $    14,658
                                                            ===========      ===========


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

<PAGE>
                                       21



                                                                             F-6
                      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 4,690,000 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 50,000 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.

Use of Estimates -- The preparation of financial statements in conformity with
generally accepted accounting principles 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 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, 2001 and 2000, 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.

Major Customers -- During the years ended March 31, 2001 and 2000, revenue from
one customer amounted to $800,000 and $250,000 respectively. In December 2000,
the Company entered into a development agreement with Josef Keller Verlag GmbH &
Co. Verlags-KG, a limited liability entity under the laws of Germany to build
ten interactive city guides to German cities using the Company's mapping
technology and to jointly market them. The Company was advanced $25,000 under
the agreement. As of March 31, 2001, the Company had not delivered any products
and thus recorded $25,000 in deferred revenue.

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,
2001 and 2000, was $42,175 and $11,463 respectively. Major categories of
property and equipment and estimated useful lives are as follows:


<PAGE>
                                       22

                                                                             F-7

                                                     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.

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

Earnings per share for the year ended March 31, 2000 has been calculated by
considering the 4,690,000 shares issued upon the inception of E-City on May 12,
2000 as being outstanding for the entire period from November 9, 1998.

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.

New Accounting Standards -- In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133 establishes new accounting and reporting standards for companies to
report information about derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. This statement, as extended by SFAS
No. 137, is effective for financial statements issued for all fiscal quarters of
fiscal years beginning after June 15, 2000. The Company does not expect this
statement to have a material impact on the Company's results of operations,
financial position or liquidity.

On December 3, 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." This
bulletin requires the application of specific criteria in determination of the
timing of revenue recognition in financial statements and is effective for all
fiscal years beginning after December 16, 1999. The Company's accounting
policies conform to the requirements of this bulletin and the adoption of this
bulletin had no material effect upon the Company's results of operations,
financial position or liquidity.

     In March  2000,  the FASB issued  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation,  an  Interpretation of APB
Opinion No. 25."  Interpretation No. 44 provides  definitive  guidance regarding
accounting   for   stock-based    compensation   to   non-employee    directors.
Interpretation 44 allows non-employee directors to be treated as "employees" for
purposes  of  applying  APB  Opinion  No. 25. The  Company  does not expect this
statement  to have a material  impact on the  Company's  results of  operations,
financial position or liquidity.

<PAGE>
                                       23



                                                                             F-8

NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Cash Flow Information -- During the years ended March 31, 2001 and
2000, the Company paid $1,068 and $1,060, respectively, for interest.

Noncash Investing and Financing Activities -- During 2000, the Company entered
into a capital lease arrangement for a vehicle valued at $21,043. The Company
also transferred equipment valued at $1,225 to a shareholder as a payment on a
note from the shareholder.

NOTE 3-RELATED PARTY TRANSACTIONS AND BALANCES

The Company entered in to an agreement in September 1999 with a related party
under common control to develop ten interactive city guides for a total contract
price of $2,000,000. During the year ended March 31, 2000 the Company completed
and delivered the first interactive guide and recognized revenues of $250,000.
During the year ended March 31, 2001 the Company completed and delivered four
additional city guides and recognized $800,000 of revenue upon completion. In
addition, the Company has received deposits on subsequent city guides that it
has recorded as deferred revenue pending completion of each guide. The deferred
revenue under this account amounted to $0 and $96,000 for the years ended March
31, 2001 and 2000, respectively. As of March 31, 2000, one project was completed
and sold and there were no operational problems associated with the completed
project. As of March 31, 2001, three projects were underway with estimated
completion dates of May 2001. Three other projects are expected to be started
during calendar 2001 and completed by August 2001. As of March 31, 2001, the
Company had accounts receivable from this party of $109,000 relating to the
contract.

In addition, the Company also advanced funds to this related party. As of March
31, 2000, the Company had unreimbursed advances of $86,055 from the related
party. On January 15, 2001, the Company converted the remaining portion of this
advance $74,917 into a note receivable. The note bears 8% interest and is due on
or before January 15, 2002.

As of March 31, 2001 the Company had unreimbursed advances of $3,207 from other
related parties.

The Company received cash advances from various shareholders and other companies
under common management. Amounts due to these related parties are non-interest
bearing and without specific terms of repayment. As of March 31, 2001 and March
31, 2000 the Company owed $21,173 and $182,130 respectively.

During the year ended March 31, 2001, the Company paid $4,956 to a related
company through common management for rent.

NOTE 4 - ADVANCES / NOTES PAYABLE

In January and February 2001, various shareholders and unrelated individuals
advanced/loaned an aggregate of $300,000 to the Company. Currently there are no
formal agreements for the payback of these advances/loans. The $300,000 has been
reflected as a current liability on the accompanying financial statements. As of
March 31, 2001, accrued interest of $491 is recorded in accrued liabilities. The
Company intends to payback the advances/loans when a substantial customer or
investor is obtained. Total proceeds from the shareholders related to the
$300,000 were $250,000.

NOTE 5-COMMITMENTS

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. Equipment under capital leases as of March 31, 2001 was as
follows:

                  Automobile                              $ 19,355
                  Less: Accumulated depreciation           (7,662)
                                                           -------
                                                          $ 11,693


<PAGE>
                                       24

                                                                             F-9

Operating Lease Obligations -- On February 29, 2000, the Company entered into a
24-month lease agreement for a vehicle. The lease payment is $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 expires in March of 2003.

On March 31, 2000, the Company entered into a 3-year agreement to lease office
space for monthly payments of $1,552. A yearly escalation allowance is provided
in the lease agreement.

Rental expense for the years ended March 31, 2001 and 2000 was $38,164 and
$19,766, respectively.

The future minimum lease payments for capital and operating leases as of March
31, 2001 are as follows:


For the Year Ending                                   Capital         Operating
March 31,                                              Leases            Leases
--------------------------------------              ------         ------------

2002...............................................  $4,419             $21,200

2003...............................................   4,419               5,888

2004...............................................   7,018                   -
                                                    -------           ---------

Total minimum payments............................   15,856            $ 27,088
                                                                      =========

Less amount representing
executory costs.................................    (1,495)
                                                    -------

Net minimum lease payment.........................   14,361

Less amount representing interest................     (579)
                                                      -----

Present value of net minimum
lease payments....................................  13,782

Less current portion.............................  (3,507)
                                                   -------

Obligations Under Capital Lease ................  $ 10,275
                                                  ========


NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT)

Between May 12, 2000 and August 1, 2000, the Company sold 4,915,000 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 Company including officers,
directors and employees. The total proceeds from this offering were $492.

On August 15, 2000, E-City issued to Butterfly Software 50,000 shares of common
stock in exchange for 100% of the issued and outstanding stock of Butterfly
Software under the attached Stock Purchase Agreement. For additional information
on this transaction see Note 1.

<PAGE>
                                       25


                                                                            F-10

NOTE 7-COMPREHENSIVE LOSS

Comprehensive loss consists of foreign currency translation adjustments as
follows:

                                  Before-Tax       Tax                Net-of-Tax
                                  Amount           Benefit            Amount
                                  -----------      -----------        ----------
For the Year
Ended March 31, 2000

Translation adjustments           $ (4,831)        $ -                 $ (4,831)
                                 ----------        ----------          ---------

Other Comprehensive Loss          $ (4,831)        $-                  $ (4,831)
                                 ==========        ==========          =========

For the Year
Ended March 31, 2001

Translation adjustments          $ (16,945)        $       -          $ (16,945)
                                -----------        ----------         ----------

Other Comprehensive Income       $ (16,945)        $       -          $ (16,945)
                                ===========        ==========         ==========

NOTE 8- INCOME TAXES

The Company did not have a current or deferred provision for income taxes for
the year ended March 31, 2000 and recorded a deferred provision for income taxes
for the year ended March 31, 2001 of $44,833. The following presents the
components of the net deferred tax liability at March 31, 2001 and 2000:

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

                                                2001               2000
                                            ------------        -----------

Operating loss carryforwards                 $      -            $53,495

Software development costs                    (42,293)           (28,184)

Less: Valuation Allowance                           -            (25,311)
                                             ---------           --------

Net Deferred Tax Liability                   $ (42,293)          $ -
                                             ==========          ========

The valuation allowance decreased $25,311 during the year ended March 31, 2001,
and increased $22,785 during the year ended March 31, 2000. The Company had net
operating loss carryforwards of $60,380 for US purposes as of March 31, 2001
that expire, if unused, beginning in 2013.

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, 2001 and 2000:

                                                          March 31,
                                              --------------------------------
                                              2001                 2000
                                              -----------          -----------

Income tax (benefit) obligation at
statutory rate (22%)                           $78,909              $(23,364)

Deferred tax valuation
allowance change                              (25,311)                22,785

Foreign tax credit                            (19,421)                     -

Change in tax rate                             10,656                      -

Non-deductible expenses                             -                    579
                                              --------              --------

Provision for Income Taxes                    $44,833               $ -
                                              =======               ========

<PAGE>
                                       26



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, 2001, are
as follows:

Executive officers

Anis Jessa - 48 chief executive officer, interim chief financial officer,
             director, member of audit and compensation committees

Robin Moulder - 34 chief operating officer, director, member of audit and
                compensation committees

Susan Polmar -  32 chief marketing officer

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 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.


Robin Moulder, chief operating officer and director.

     From January 2000 until June of 2000,  Ms.  Moulder  served as President of
Cubicle 8, a technology incubator in Santa Monica,  California.  As President of
Cubicle 8, an internet  company  incubator,  Ms. Moulder was responsible for the
day-to-day  operations  and project  management.  From  September  of 1997 until
January of 2000,  Ms.  Moulder was  employed as a software  engineer and project
manger at Imaging  Diagnostics,  Inc. a medical software company in the field of
imaging From 1995 until 1997 she was employed as a senior  software  engineer at
Fibercorp, Inc., a  telecommunications-engineering  corporation. She is a former
engineer for such companies as Motorola, Dow Corning Wright and Belzona.

Susan Polmar, chief marketing officer.

     From  September,  1999 until June of 2000,  Ms.  Polmar served as Marketing
Manager  for  All-Life.com,  an  internet  start-up.  As  Marketing  Manager for
All-Life.com,  Mrs. Polmar was responsible for advertising for All-life websites
and print magazine as well as developing  strategic  business  partnerships  for
promotions and magazine distribution. From 1993 until 1999, Ms. Polmar served in
various marketing  capacities at the Daily Racing Forum. When she left the Daily
Racing Forum, Ms. Polmar was the promotions manager.  Mrs. Polmar graduated from
Arizona State  University  with a degree in Journalism  and Public  Relations in
1992.

<PAGE>
                                       27


Board of directors

Our board of directors currently consists of 2 members. 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 of  directors  has  established  a  compensation  committee.
The compensation  committee  consists of Mr. Jessa and Ms. Moulder. The
compensation  committee makes recommendations  regarding our equity compensation
plans and makes decisions concerning salaries and incentive compensation for our
employees and consultants.

     The board of directors has established an audit committee. The audit
committee consists of directors Mr. Jessa and Ms. Moulder. The audit committee
makes recommendations to the board of directors regarding the selection of
independent auditors, reviews the results and scope of the audit and other
services provided by our independent auditors and reviews and evaluates our
audit and control functions.

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

During the period ending March 31, 2001, our directors, officers and greater
than ten percent stockholders were not subject to the reporting requirements
of Section 16(a).


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     $120,000*   0              0           0            0         0

    *Anis Jessa has not yet drawn any salary  from  E-City.  It is  anticipated
that Mr. Jessa will begin taking a salary of $120,000 beginning August 1, 2001.
Mr. Jessa is not entitled to any  reimbursement for the salary he has elected to
forego.

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>
                                       28



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, 2001, 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, 2001, are deemed
outstanding. These shares, however, are not deemed outstanding for purposes of
computing percentage ownership of each other person. As of March 31, 2001, 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 4,965,000 shares of common stock
outstanding on March 31, 2001. 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, 2001. 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>
                                       29



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)          1,292,250                26.0
                14213 SE 63rd St.
                Bellevue, WA 98006

Common          Robin Moulder            20,000                   0.4
                670 N. Wilton Pl.
                Hollywood, CA 90004

Common          Susan Polmar             5,000                    0.1
                28 Bucanneer Ave.Apt B,
                Marina Del Rey, CA 90292


Directors


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


Common          Anis Jessa (1)
                14213 SE 63rd St.
                Bellevue, WA 98006      1,292,250               26.0

Common          Robin Moulder
                670 N. Wilton Pl.
                Hollywood, CA 90004     20,000                  0.4



<PAGE>
                                       30



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              1,317,250               26.5

Common          Anis Jessa (1)
                14213 SE 63rd St.
                Bellevue, WA 98006      1,292,250               26.0

Common          Robin Moulder
                670 N. Wilton Pl.
                Hollywood, CA 90004     20,000                   0.4

Common          Susan Polmar             5,000                   0.1
                28 Bucanneer Ave.Apt B,
                Marina Del Rey, CA 90292



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)          1,292,250                26.0
                14213 SE 63rd St.
                Bellevue,WA 98006

Common          Shabnam Jessa(1)(3)     962,250                  19.4
                14213 SE 63rd St.
                Bellevue,WA 98006

Common          Park Bench, LLC(2)      618,670                  12.5
                Principal:
                Patricia Burgmann (3)
                #1077
                5353 W. Desert Inn Rd.
                Las Vegas, NV 89146


(1) Affiliates of Anis Jessa
(2) Transferees and donees of Anis Jessa
(3) Promoters

<PAGE>
                                       31


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.

    E-City advanced a total of $75,412 to Cityscape.com over the period August
1999 to March 2000. The outstanding principal balance of this advance is
$74,917. This advance is evidenced by a promissory note dated Jan 15, 2001 which
provides for interest at 8% per annum and payment of principal and interest no
later than January 15, 2002. This promissory note is filed as exhibit 10.9.

Acquisition of Butterfly by E-City - relationship with Cityscape

     To date, we have one development contract with Cityscape.com, Inc. This
software development agreement, dated September 15, 1999, was originally between
3DCityguide.com, Inc., the previous name for Cityscape, and Butterfly Software.
The agreement specifies 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 $1,050,000 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 50,000 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 nearly all 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.

     Anis Jessa currently serves as our chief executive officer.  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.


<PAGE>
                                       32



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
------------------ -------------------------------- ---------------------

Anis Jessa
director and
executive officer       5/12/00                      $0.0001  3,555,250

Salim Devji(2)
director and
executive officer       8/1/00                       $0.0001  200,000

Robin Moulder
director and
executive officer       8/1/00                       $0.0001  20,000

Susan Polmar
executive officer       8/1/00                       $0.0001  5,000

Shabnam Jessa (1)       5/12/00                      $0.0001  962,250

Mohamed Azim Jessa
Irrevocable Trust (1)
14213 SE 63rd St.
Bellevue, WA 98006      5/12/00                      $0.0001  75,000

Irrevocable
Aliyah Jessa Trust(1)   5/12/00                      $0.0001  75,000

Zinnat Mohamedali       5/12/00                      $0.0001  12,500
Gulamhusein1 (1)

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

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

Totals 4,915,000

1 Affiliates of Anis Jessa
2 Salim Devji resigned as an officer, director and employee of E-City Software
  on February 1, 2001

<PAGE>
                                       33


Description of insider sales

     Between May 12, 2000 and August 1, 2000, the registrant sold 4,915,000
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 50,000 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 4,915,000 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 50,000 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 4,915,000 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 4,690,000 of
shares on May 12, 2000 at a per share purchase price of $0.0001. Officer and
director Anis Jessa was issued 25,000 shares on August 15, 2000 in connection
with the acquisition of the Butterfly Software.

    Officer and director Robin Moulder purchased 20,000 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 200,000 shares of common stock at
$0.0001 per share on August 1, 2000 in the above mentioned private placement.
Officer Susan Polmar purchased 5,000 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 175,000 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 5,000 common shares 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>
                                       34



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


(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.


Reports on Form 8-K

None.


                                   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/ Anis Jessa
                             ---------------------
                                 Anis Jessa - Chief Executive Officer

                              Date: June 28, 2001


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/ Anis Jessa
                             ---------------------
                                Anis Jessa - Chief Executive Officer

                                Date: June 28, 2001

                                /s/ Robin Moulder
                             ---------------------
                                Robin Moulder - Chief Operating Officer

                                Date: June 28, 2001

                                /s/ Susan Polmar
                             ---------------------
                                Susan Polmar - Chief Marketing Officer

                                Date: June 28, 2001

<PAGE>
                                       35



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

(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.