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, 2002

             / / 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 /X/ No / /

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

    State issuer's revenues for its most recent fiscal year: $1,607,774

    Aggregate market value of the Registrant's Common Stock held by
non-affiliates as of March 31, 2002 was approximately $2,370,094. The number of
shares of the Registrant's Common Stock outstanding as of June 25, 2002
was 10,130,000

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



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             TABLE OF CONTENTS                                            Page

             Part I.

Item 1.      Description of Business                                        3

Item 2.      Description of Property                                        7

Item 3.      Legal Proceedings                                              7

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

             Part II.

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

Item 6.      Management's Discussion and Analysis                           10

Item 7.      Financial Statements                                           16

Item 8.      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure                         31

             Part III

Item 9.      Directors, Executive Officers, Promoters and Control
             Persons; Compliance With Section 16(a) of the Exchange Act     31

Item 10.     Executive Compensation                                         32

Item 11.     Security Ownership of Certain Beneficial Owners and Management 33

Item 12.     Certain Relationships and Related Transactions                 35

Item 13.     Exhibits List and Reports on Form 8-K                          38


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

History and form of organization

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

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

E-City combination with Butterfly Software

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

E-City's principal products and services

    E-City has one service and one product that it is currently engaged in
providing. The service which E-City currently provides is the development of
computer maps for major metropolitan areas that are developed for a customer and
then provided to that customer over the internet and on cd-rom. E-City has four
such contracts with various customers for the development of cities in major
metropolitan areas. E-City has the capability of developing more cities for
individual customers on a contract basis. E-City continuously seeks 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 charges for such services
is determined on a contract-by-contract basis and, is 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, including subsequent
sales of the product to other customers.

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    In addition to the custom computer map development services described above,
E-City has one product that consists of a computerized taxi dispatch system.
This system is licensed to taxi cab companies through the use of distributors.
E-City currently has one such distributor, Fog City Taxi, and is currently
seeking other distributors for its Taxi Dispatch product.

    E-City derives new customers for its computer mapping service in three ways:
E-City engages in direct sales with prospective customers for its computer
mapping services. Such prospective customers include local and state
governments, corporations, internet websites and travel and tourism and aviation
related companies; E-City offers for sale its existing library of completed city
maps together with associated customization services in the same method as
described above; E-City also employs distributors or resellers of its computer
mapping services. E-City currently has two distributors and is actively seeking
additional distributors.

E-City's pricing policy with respect to its computer mapping services is to
charge its costs plus a 0-30% margin as described above. E-City has not yet
determined a price for re-licensing of its existing computer map products, but
intends to price such sales on a negotiated contract by contract basis. E-City
provides two pricing mechanism for its Taxi Dispatch product. The first pricing
method is to charge a distributor or reseller a flat fee to distribute an
unlimited number of the Taxi Dispatch product in a restricted geographic area.
E-City also offers distributors the option of purchasing multiple copies of Taxi
Dispatch. No price has been determined for this option. E-City has one contract
with a Taxi Dispatch distributor, Fog City Taxi, where Fog City has agreed to
pay $500,000 for distribution in eight western states.


Distribution and marketing methods

    Presently, E-City has two distributors of its computer mapping services.
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 distributors. E-City is currently looking for strategic partners who
might be resellers of the E-City computer map services. E-City currently offers
computer mapping services to its distributors for 70% of the sales price of such
services. 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.


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<PAGE>



Status of products and services

    Currently E-City offers computer mapping services through direct sales by
means of its distributor. E-City also offers its Taxi Dispatch product through
its distributor. E-City had planned a number of products in development in 2001
and 2002. These products included a paper map product, a wireless product, an in
vehicle navigation product and a 3d Health Map product. The wireless and in
vehicle navigation map product and health map are substantially complete and
E-City is ready to provide them as a service to customers on a contract by
contract basis. E-City currently has no customers for these specialized mapping
services. E-City mapping services are also available in a paper map format.
E-City has one customer for its paper mapping services. No other products or
additional services are planned for development in 2002 due to E-City's current
liquidity situation. Should E-City's cash position improve, E-City may
reevaluate new product or service opportunities as presented. E-City also has
the ability to license its already developed custom mapping services on an
individual license basis.


Revenues

    Historically, all of E-City's revenues have been derived from its
distributors and its customer Cityscape.com. 100% of E-City's revenues have been
derived from sales of its computer mapping services and its taxi dispatch
product. E-City anticipates that its sources of revenue in the future will come
from sales of its custom mapping development services, sales of its computer
mapping services and Taxi Dispatch product by its distributors. E-City also
anticipates that revenue will be derived from direct sales of its computer
mapping services to various customers in aerospace, aviation, defense, vehicle
navigation, wireless, telecommunications, governmental and travel and tourism
segments.

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 mapping development services compete with MapQuest, Vicinity and to a
lesser degree other smaller geographic information systems (GIS) firms.
MapQuest, Vicinity and most of these GIS consultancy firms have more experience
in the field than we do and have established brand recognition, have
successfully developed customers, have significant financial and human resources
and have a wider variety of products that 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 that 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 Taxi Dispatch product competes against a number of highly sophisticated taxi
dispatch technologies. Our main competitor, DDS, supplies very expensive and
elaborate systems for use by very large taxi companies. Rather than compete
against DDS and other large taxi dispatch software companies., our focus is on
the smaller independent taxi organizations. We believe that the small taxi
dispatch market is highly fragmented and we are not aware of any large
competitor that specifically addresses this market.



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Dependence on one customer

    We have been heavily dependent on our customer, Cityscape.com, Inc., for a
large portion of our sales to date. We are also dependent on our distributor
Orion Technologies for additional computer mapping services sales, as our German
distributor does not currently appear to be soliciting customers for us. While
we anticipate identifying and securing other distributors and customers, we have
had limited success in doing so. Although E-City has completed all of the work
required under its development contract with Cityscape.com, it has not received
full payment for services rendered there under. Cityscape owes a total remaining
outstanding balance under the contract of approximately $440,000. E-City has
serious concerns about collecting this remaining balance. Although, E-City is
not relying upon Cityscape for future sales, E-City is heavily dependent on its
current and ongoing cash needs upon receipt and payment in full of the Cityscape
receivable. As Cityscape appears to be no longer actively engaged in the
business for which services were engaged, there remains a considerable concern
by management of the collect ability of the balance. E-City has been
unsuccessful to date in receiving assurances from Cityscape regarding future
payment and has been unable to gather any further information on the current
financial condition of Cityscape.


Research and development

    E-City has not made an investment to date in research and development.
E-City has developed its computer mapping process and its Taxi Dispatch product
as part of the execution of its obligations under agreements with its various
customers. To the extent that the development of E-City's mapping process and
related specialty services, such as 3d Car Map, 3d Health Map, and Taxi Dispatch
qualifies as research and development, 100% of the development of its products
and services was borne by E-City's customers. Butterfly Software, E-City's
subsidiary, spent $38,706 and $0 on research and development during 2002 and
2001 respectively


Proprietary rights and licensing

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


Regulatory environment

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

Employees and consultants

    As of March 31, 2002, we had 10 employees and two consultants, 8 of whom
were based at our offices in Vancouver, British Columbia and two 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 3,000 square foot
facility in Vancouver, British Columbia. The lease for this facility expired in
May, 2002 and is currently rented on a month-to-month basis. 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

    E-City has been sued in the Superior Court of Washington For King County by
a former employee for breach of contract in an amount of approximately $39,505
plus court costs and attorney fees. The company is currently investigation its
potential liability in this matter.


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

    None.


Part II.

Item 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market for Our Common Stock

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



Fiscal year ending March 31, 2002:                             High       Low


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


     We have never paid cash dividends and do not plan to do so in the
foreseeable future. According to the records of our transfer agent, at March 31,
2002, there were approximately 71 stockholders of record of our common stock.


As of March 31, 2002, there are no options outstanding to purchase shares of our
common stock and no options to purchase our common stock that are authorized and
available for grant. We have 3,771,340 shares that were eligible for sale under
Rule 144 on August 9, 2001. We have 50,000 shares that were eligible for sale
under Rule 144 on August 15, 2001. We have 6,108,660 shares of common stock that
were registered under the Securities Act on form SB-2. This registration
statement became effective on May 4, 2001. We have 130,000 shares that will be
eligible for sale under Rule 144 on January 25, 2003. We have 70,000 shares that
will be eligible for sale under Rule 144 on January 31, 2003.

According to our transfer agent, as of March 31, 2002, there were approximately
71 holders of record of our shares of common stock. No dividends have been paid
on our common stock to date, and we have no plans to pay dividends on our common
stock in the foreseeable future.


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


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Recent sales of unregistered securities

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

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


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


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

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

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

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


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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 Nevada corporation formed on May 12, 2000 for the
purpose of developing and commercializing computer mapping services in cd-rom
format and on the internet for Internet sites and other businesses that utilize
computerized mapping services. We develop and market services 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 100,000
shares of common stock of E-City.

    We intend over the next 12 months to focus on increasing our cash position
by means of a combination of the following: (i) the sale of equity or debt
securities in the company; (ii) increased sales of computer mapping services by
distributors and through direct sales negotiated primarily by our chief
executive officer, Anis Jessa; (iii) increased sales of our Taxi Dispatch
products to new distributors or end user customers; (iv) colleting on our
accounts receivable from our existing customers and distributors. If we are
unsuccessful in improving our cash position by a combination of these methods to
a level sufficient to fund our continued operations, we will seek a merger
partner or sale of corporate assets. We have not established a timeframe in
which such a decision would be made. We have no specific entities with whom we
are in financing or acquisition discussions, nor can we be certain that any of
these methods will be successful in improving our cash situation.

   Due to our present cash situation, we have substantially curtailed our plans
for growth over the next 12 months. We intend to hire additional production
staff should we be successful in securing new customers for our computer mapping
services. In the absence of additional customers, we do not intend to hire any
additional staff and may reduce our staff in an effort to further contain costs.
We have also cancelled our plans to improve our direct sales capabilities. At
present, we are concentrating our efforts on large aviation related purchases of
our computer mapping services and sales of our Taxi Dispatch product, as these
two activities seem the most likely to improve our cash position in the next 12
months.

   If we are successful in securing an aviation related customer or a US
distributor for our products, substantially all of our growth next year would
probably be as a result of sales generated by such a distributor or customer.
While we have received indications of customer interest from a variety of
potential purchasers of our computer mapping services, we have been unable to
reach negotiated pricing and delivery terms with such purchasers. As our direct
sales capability is very limited by our resources, we will be exceptionally
dependent this year on our existing distributors and any new distributors that
we may acquire. We have no plans to develop any additional products or services
until our cash position improves.


                                       10
<PAGE>



Results of operations for the years ended March 31, 2002 and 2001.

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

    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.

    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.

    Currently E-City has no revenue and no signed contracts that would produce
revenue in the near term. E-City anticipates that its future revenue will come
from direct sales of map services directly to clients that approach E-City or
E-City becomes familiar with during its previous attendance at various trade
shows. E-City also anticipates additional sources of revenue may come from
its Canadian distributor or from a potential US distributor although no US
distributor has been identify or selected. E-City also anticipates revenue from
sales of its Taxi Dispatch product to potential distributors none of whom have
been identified or selected as of yet. No assurance can be given that E-City
will be successful in deriving revenue from any of the above mentioned methods.
Revenue growth is critical to the short term viability and long term success of
E-City.


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, 2002 were
$460,130 an increase of $173,357 over the same period in the previous year. This
increase is a result of a reduction in the capitalization of costs related to
work in progress, as well as higher office, legal and professional fees
expenses. We expect general and administrative expenses to decrease
substantially over the previous year if E-City is unsuccessful in increasing its
sales of computer mapping services by distributors or through direct sales.

    E-City has not made an investment to date in research and development.
E-City has developed its computer mapping process and its Taxi Dispatch product
as part of the execution of its obligations under agreements with its various
customers. Butterfly Software, E-City's subsidiary, spent $38,706 and $0 on
research and development during 2002 and 2001 respectively. 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.


                                       11
<PAGE>


Financial Condition

    For the year ended March 31, 2002 E-City had net income of $31,102 while for
the year ended March 31, 2001, the company had net income of $153,639. Also, for
the year ended March 31, 2002 the company had a working capital surplus of
$310,971 while for the year ended March 31, 2001 the company had a working
capital deficit of $8,805.

    E-City is heavily dependent on its current and ongoing cash needs upon
receipt and payment in full of the Cityscape receivable. As Cityscape appears to
be no longer actively engaged in the business for which services were engaged,
there remains a considerable concern by management of the collect ability of the
balance. E-City has been unsuccessful to date in receiving assurances from
Cityscape regarding future payment and has been unable to gather any further
information on the current financial condition of Cityscape. As a result,
management has decided to write-off $400,000 of the Cityscape receivable.

    E-City is also dependent on its ongoing cash needs upon receipt and payment
in full of the Fog City Taxi receivable. We sold a license of our Taxi Dispatch
software and completed delivery as scheduled. The product was robust, stable and
competitive. Subsequent to delivery of the final product, our resale partner,
Fog City Taxi, made suggestions for product enhancements that would greatly
increase the power of Taxi Dispatch and would be relatively inexpensive. Fog
City agreed to delay the launch of their retail sales efforts until these
enhancements were completed. As E-City did not wish to penalize Fog City for
agreeing to delay retail sales, the company extended the period provided by
their license agreement to provide for full-payment within 90 days of
anticipated completion of the enhanced product. E-City completed the necessary
enhancements in June 2002. E-City has received $125,000 to date in payments from
Fog City Taxi and should receive payment-in-full by September 30, 2002.


    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. 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. E-City has already cut back on a number of projects
and a reduction in its work force and related expenses have already been made.
E-City has also curtailed a number of advertising and marketing efforts until
the financial condition of the company improves.

    The company is in a very tenuous cash position going forward. There are
reserves of less than two months 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 add any new
distributors, or that its pricing arrangement with such customers or
distributors, if located, will be sufficient to provide E-City with the
financial resources necessary to continue operation.


                                       12
<PAGE>



Liquidity and capital resources

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

    We have traditionally been able to finance our growth primarily through
funds generated from operations. However, for the year ended March 31, 2002, net
cash used by operating activities was $50,614. As of March 31, 2002, we had cash
and cash equivalents of $13,397.

    The company had a negative change in cash of $26,893 for the year ended
March 31, 2002. The principal sources of cash were an increase in a write off of
a related party advance receivable in the amount of $400,000, net earnings in
the amount of $31,102, a reduction in work in progress of $133,252, an increase
in accounts payable and accrued expenses of $185,855, a decrease in our deferred
tax provision of $19,421 and an increase in depreciation and amortization of
$67,143. The principal uses of cash were an increase in accounts receivable of
$768,334, a decrease in related parties advances payable of $16,559, a decrease
in accrued income taxes of $58,266, a decrease in deferred revenue of $22,750
and an increase in related party advances receivable of $18,768.

    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.

    For the year ended March 31, 2002 and 2001, the company had contract work in
progress of $0 and $192,243 , respectively. Contract work in progress represents
the costs to produce the interactive city guides and is accumulated as an asset
and recorded as costs of goods sold when revenue is recognized. Management has
elected to include into work in progress a portion of general and administrative
costs based on a reasonable usage for the direct production of the interactive
city guides. Other direct costs are included at 100% until the revenue is
recognized.

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


                                       13
<PAGE>


    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, distributors and financing options so that we may
reach a level of sales sufficient to meet our liquidity needs.

    E-City's management has serious concerns about the company's long-term
prospects should the current cash situation continue without improvement. The
following issues and uncertainties, among others, should be considered in
evaluating E-City's growth outlook.

     We need working capital to maintain our operations. We have presently
exhausted substantially all of our working capital.

     We believe that our current cash and cash equivalents will be insufficient
to meet our anticipated cash needs for working capital and capital expenditures
through September 2002 and we need to secure additional cash as soon as
possible. If cash generated from operations is insufficient to satisfy our
liquidity requirements on an ongoing basis, 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.


Cash requirements

    Presently, without additional cash, we will not be able to continue
operations. We have less than 60 days worth of operating capital at our present
level of expenditure. Our continued operation is therefore dependent upon our
ability to secure additional cash. We have less than two months of working
capital or cash available presently. We need to raise additional funds as soon
as practicable, either through collection of existing accounts receivable,
through new product or service sales or through the sale of equity or debt
securities in the company. We presently have no arrangements or understandings
with any investors or potential investors with respect to an investment in
E-City. We have not decided at what price or under what terms we will raise such
additional funds. The factors that we will utilize in making such a decision
include, our success in developing new customers or strategic partners for
E-City, the market valuation of our competitors, the availability of investments
generally for development stage start-up companies and the feedback that we
receive from potential investors. We intend to target potential customers and
potential strategic partners as possible investors in E-City, though we have not
received any indications of interest so far. E-City has identified acquaintances
of 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. If we are
unable to raise additional or sufficient funds for E-City, we will have to
possibly close either our Seattle or Vancouver office to consolidate, reduce
staff or salaries. 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.

                                       14
<PAGE>


Research and development

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

Plant and equipment

    We currently have 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 believe our currently available space should be sufficient for
our needs for the next twelve months.

Employees

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


                                       15
<PAGE>




Item 7. FINANCIAL STATEMENTS







                              E-CITY SOFTWARE, INC.
                                 AND SUBSIDIARY








               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                       AND
                        CONSOLIDATED FINANCIAL STATEMENTS








                             March 31, 2002 and 2001







                                       16
<PAGE>




                              E-CITY SOFTWARE, INC.
                                 AND SUBSIDIARY



                                TABLE OF CONTENTS



                                                                            Page

Report of Independent Certified Public Accountants                           18

Consolidated Financial Statements:

   Consolidated Balance Sheets - March 31, 2002 and 2001                     19

   Consolidated Statements of Operations for the Years ended
   March 31, 2002 and 2001                                                   20

   Consolidated Statements of Stockholders' Equity for
   the Years Ended March 31, 2002 and March 31, 2001                         21

   Consolidated Statements of Cash Flows for the Years Ended
   March 31, 2002 and 2001                                                   22

Notes to Consolidated Financial Statements                                   23





                                       17
<PAGE>







HANSEN, BARNETT & MAXWELL                                    (801) 532-2200
A Professional Corporation                                 Fax (801) 532-7944
CERTIFIED PUBLIC ACCOUNTANTS                           5 Triad Center, Suite 750
                                                      Salt Lake City, Utah 84180
                                                             www.hbmcpas.com





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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


We have audited the accompanying consolidated balance sheets of E-City Software,
Inc. and subsidiary as of March 31, 2002 and 2001 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of E-City Software,
Inc. and subsidiary as of March 31, 2002 and 2001, 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 of America.



                                                HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
June 21, 2002



                                              Member of AICPA Division of Firms
                                                     Member of SECPS






                                       18
<PAGE>



<TABLE>




                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             March 31, 2002 and 2001
                                                                                                      2002             2001
                                                                                              ------------    -------------
                                                                                              <S>             <C>
                                     ASSETS
Current Assets
      Cash                                                                                     $    13,397    $      40,290
      Accounts receivable - trade and related party                                                451,925          109,000
      Contract work in progress                                                                          -          192,243
      Related party notes receivable                                                                85,000           74,917
      Related party advances                                                                         7,007            3,207
      Prepaid expenses & other current assets                                                       10,023            9,327
                                                                                               -----------    -------------

           Total Current Assets                                                                    567,352          428,984
                                                                                               -----------    -------------

Property and Equipment
      Automobiles                                                                                   19,127           19,355
      Furniture and fixtures                                                                        10,947           11,060
      Computer equipment                                                                            82,456           83,435
      Computer software                                                                             35,633           35,558
      Leasehold improvements                                                                        11,639           11,747
      Less: accumulated depreciation                                                               (92,597)         (50,872)
                                                                                               -----------    --------------

           Net Property and Equipment                                                               67,205          110,283
                                                                                               -----------    -------------

Accounts Receivable - Long Term                                                                     26,216               -
Other Assets, Net Amortization of $24,944 and $111, respectively                                    35,152              724
Deferred Tax Asset                                                                                       -           19,421
                                                                                               -----------    -------------

Total Assets                                                                                   $   695,925    $     559,412
                                                                                               ===========    =============

                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
      Accounts payable                                                                         $   103,575    $      36,258
      Accrued expenses                                                                             140,201           29,890
      Obligations under capital lease - current portion                                              3,734            3,507
      Related party advances                                                                           632          321,173
      Deferred revenue                                                                               2,250           25,000
      Accrued income taxes                                                                           5,989           21,961
                                                                                               -----------    -------------

           Total Current Liabilities                                                               256,381          437,789
                                                                                               -----------    -------------

Obligations Under Capital Lease-Long Term Portion                                                    6,419           10,275
Accrued Liabilities - Long-Term                                                                      7,865                -
Deferred Income Taxes                                                                                    -           42,293
                                                                                               -----------    -------------

Total Liabilities                                                                                  270,665          490,357
                                                                                               -----------    -------------

Stockholders' Equity
      Common stock, $0.0001 par value, 50,000,000 shares
      Authorized, 10,130,000 and 9,930,000 shares issued and
        outstanding, respectively                                                                    1,013              993
      Additional paid in capital                                                                   323,485                -
      Retained earnings                                                                            116,109           85,007
      Accumulated other comprehensive loss                                                         (15,347)         (16,945)
                                                                                               -------------  -------------

           Total Stockholders' Equity                                                              425,260           69,055
                                                                                               -----------    -------------

Total Liabilities and Stockholders' Equity                                                     $   695,925    $     559,412
                                                                                               ===========    =============

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

</TABLE>


                                       19
<PAGE>

<TABLE>


                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001



                                                                                                      2002             2001
                                                                                             -------------    -------------
                                                                                             <S>              <C>

Sales                                                                                        $   1,607,774    $     800,000

Cost of Goods Sold                                                                                 454,469          308,182
                                                                                             -------------    -------------

      Gross Profit                                                                               1,153,305          491,818

Operating Expenses
      General and administrative expenses                                                          460,130          286,773
      Sales and marketing expenses                                                                 224,323                -
      Research and development                                                                      38,706                -
      Write-off of related party accounts receivable                                               400,000                -
                                                                                             -------------    -------------

            Total Operating Expenses                                                             1,123,159          286,773
                                                                                             -------------    -------------

Income from Operations                                                                              30,146          205,045

Other Income (Loss)
      Interest income                                                                                5,057              856
      Gain (loss) on foreign currency exchange                                                       1,888           (7,429)
                                                                                             -------------    --------------

            Net Other Income (Loss)                                                                  6,945           (6,573)
                                                                                             -------------    --------------

Income (Loss) Before Provision
   For Income Taxes                                                                                 37,091          198,472

Provision For Income Taxes                                                                          (5,989)         (44,833)
                                                                                             -------------    --------------

Net Income                                                                                   $      31,102    $     153,639
                                                                                             =============    =============

Basic And Diluted Income
   Per Common Share                                                                          $           -    $        0.02
                                                                                             =============    =============

Weighted Average Shares Outstanding                                                              9,964,466        9,668,630
                                                                                             =============    =============


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

</TABLE>


                                       20
<PAGE>

<TABLE>


                      E-CITY SOFTWARE, INC. AND SUBSIDIDARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                                                         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, 2000         100,000           10            -          (68,141)      (4,870)      (73,001)

Founder's shares issued at
  inception of E-City Software,
  Inc. on May 12, 2000         9,380,000          938            -             (469)            -          469
Company shares issued on
  August 1, 2000                 450,000           45            -              (22)            -           23
Net Income                             -            -            -           153,639            -      153,639
Translation adjustments                -            -            -                 -      (12,075)     (12,075)
                                                                                                     ---------
Comprehensive Income                   -            -            -                 -           -       141,564
                              ----------    ---------   ----------     -------------    --------     ---------

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

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

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



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

</TABLE>



                                       21
<PAGE>


<TABLE>

                      E-CITY SOFTWARE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


                                                                                                      2002             2001
                                                                                             -------------     ------------
                                                                                            <S>               <C>
Cash Flows From Operating Activities
      Net income                                                                             $      31,102    $     153,639
      Foreign exchange (gain) loss                                                                  (1,888)           7,429
      Depreciation and amortization                                                                 67,143           43,802
      Deferred income tax provision                                                                 19,421           42,857
      Write-off of related party receivable                                                        400,000                -
      Changes in current assets and liabilities:
            Accounts receivable                                                                   (768,334)        (109,000)
            Related party advances receivable                                                      (18,768)           9,634
            Contract work in progress                                                              133,252         (124,023)
            Prepaid expenses and other current assets                                                 (822)            (364)
            Accounts payable and accrued expenses                                                  185,855           32,493
            Related party advances payable                                                         (16,559)         104,389
            Accrued income taxes                                                                   (58,266)               -
            Deferred revenue                                                                       (22,750)         (60,127)
                                                                                             --------------     ------------

       Net Cash Provided by (Used in) Operating Activities                                         (50,614)         100,729
                                                                                               ------------     ------------

Cash Flows From Investing Activities
      Purchase of property and equipment                                                              (495)         (87,282)
      Purchase of other assets                                                                           -             (834)
                                                                                             -------------      ------------

            Net Cash (Used in) Investing Activities                                                   (495)         (88,116)
                                                                                             -------------      ------------

Cash Flows From Financing Activities
      Principal payments of long-term debt                                                          (3,533)          (3,254)
      Borrowings under long-term debt                                                               20,000           50,000
      Proceeds from stock issuances                                                                      -              492
                                                                                             -------------    --------------

       Net Cash Provided by Financing Activities                                                    16,467           47,238
                                                                                             -------------    --------------

       Effect of Exchange Rate Changes on Cash                                                       7,749          (34,219)
                                                                                             -------------    --------------

Net Increase (Decrease) in Cash and Cash Equivalents                                               (26,893)          25,632

Cash and Cash Equivalents at Beginning of Year                                                      40,290           14,658
                                                                                             -------------    -------------

Cash and Cash Equivalents at End of Year                                                     $      13,397    $      40,290
                                                                                             =============    =============


See Note 2 for Supplemental Cash Flow Information


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

</TABLE>


                                       22
<PAGE>





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


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

Business Condition -- Currently the Company does not have a signed  contract
which would produce revenue in the near term.  The Company  anticipates  that
its future  revenues  will be derived  from direct sales of map services and
through its current and future  distributors.  Additionally the Company
anticipates  revenues from the sale of its Taxi  Dispatch  product to  potential
distributors.  Over the next  twelve  months the  Company  will focus on
increasing  its cash  position  through the sale of equity or debt  securities,
collecting  its  current  accounts receivable,  reducing  expenses  and  through
the other items noted  above.  No  assurances  can be given that the Company
will be successful in deriving cash flows and revenues from any of the above
methods.

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

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

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


                                       23
<PAGE>


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

Major Customers -- During the year ended March 31, 2002 revenues from two
customers amounted to $950,000 and $500,000, respectively. As of March 31, 2002,
5% and 75% of accounts receivable related to these customers, respectively.
During the year ended March 31, 2001, revenue from one customer was $800,000, or
100% of the Company's revenue.

During December 2001 the Company sold a license of its taxi dispatch product to
Fog City Taxi, Inc. Under the terms of the agreement the customer paid $100,000
prior to December 31, 2001 with the remaining $400,000 due prior to March 31,
2002. In April 2002 the Company amended the agreement, which extended the due
date until September 30, 2002. As of March 31, 2002 amounts due from this
customer included in accounts receivable were $375,000.

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,
2002 and 2001 was $43,238 and $42,175, respectively. Major categories of
property and equipment and estimated useful lives are as follows:

                                                    Estimated Useful Life

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

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

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

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


                                       24
<PAGE>

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

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

Basic and Diluted Net Income Per Share -- Basic net income per common share is
computed by dividing net income by the weighted-average number of common shares
outstanding during the period. Diluted net income per share is calculated to
give effect to potentially issuable common shares except during loss periods
when those potentially issuable common shares would decrease the loss per share.
There were no potentially issuable shares at March 31, 2002 and 2001.

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

NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Cash Flow Information -- During the years ended March 31, 2002 and
2001, the Company paid $2,801 and $1,068, respectively, for interest.
Additionally, during the year ended March 31, 2002 the Company paid $53,255 for
income taxes.

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


                                       25
<PAGE>


NOTE 3 - RELATED PARTY TRANSACTIONS AND BALANCES

The Company entered in to an agreement in September 1999 with Cityscape.com, a
related party to develop ten interactive city guides for a total contract price
of $2,000,000. Certain stockholders in Cityscape own a small minority interest
in the Company. Also, an officer of the company previously owned stock in
Cityscape. During the years ended March 31, 2002 and 2001 the Company completed
and delivered five and four city guides and recognized $950,000 and $800,000 of
revenue upon completion, respectively. As of March 31, 2002 the Company
delivered all ten interactive city guides under the contract and recorded all
revenues associated with that contract. As of March 31, 2002 the Company does
not have any other obligations to this related party for services or products.
At March 31, 2002 the Company determined that the receivable had been impaired
due to the lack of operating capital of this related party. Thus at March 31,
2002 the Company wrote off $400,000 of the receivable from this related party.
As of March 31, 2002 and 2001, the Company had accounts receivable from this
related party of $43,117 and $109,000 relating to the contract, respectively.

In addition, the Company also advanced funds to this related party during 2000
and 1999. As of March 31, 2000, the Company had unreimbursed advances of $86,055
due from the related party. On January 15, 2001, the Company converted the
remaining portion of this advance of $74,917 into a note receivable. The note
bears 8% interest and was due on or before January 15, 2002. During the year
ended March 31, 2002, the Company received full payment on this note.

As of March 31, 2001 an officer of the Company had a receivable from the Company
of $16,437 for amounts advanced to the Company for operating expenses. During
the year ended March 31, 2002 the Company paid the $16,437 and advanced an
additional $85,000 to this officer. On March 31, 2002 the Company entered into
an agreement for this receivable. Under the terms of the agreement the note
bears interest at the rate of 4% and is due on March 31, 2003.

As of March 31, 2002 and 2001 the Company had unreimbursed advances receivable
of $7,007 and $3,207 from officers and employees of the Company.

During the year ended March 31, 2002 and 2001, the Company paid $8,946 and
$4,956 to a related company through common management for rent, respectively. As
of March 31, 2002 and 2001, amounts due to this related company were $632 and
$4,736, respectively.


                                       26
<PAGE>


In January and February 2001, various related individuals advanced/loaned an
aggregate of $300,000 to the Company. At March 31, 2001, there were no formal
agreements for the payback of these advances/loans. As of March 31, 2001, the
$300,000 had been reflected as a current liability on the accompanying financial
statements. As of March 31, 2001, accrued interest of $491 was recorded in
accrued liabilities. During the year ended March 31, 2002 another related
individual advanced the Company $20,000. During the year ended March 31, 2002,
these advances/notes totaling $320,000 and accrued interest of $3,505 were
converted into 200,000 shares of common stock.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Obligations under Capital Leases -- During 2000, the Company entered a capital
lease agreement for a vehicle. The lease is for 48 months with a minimum monthly
payment of $401. Equipment under capital leases as of March 31, 2002 was as
follows:

              Automobile                                          $    19,127
              Less:  Accumulated depreciation                         (12,353)
                                                                   -----------
                                                                  $     6,774

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

On March 31, 2000, the Company entered into an agreement to lease office space
for monthly payments of $3,198. The lease expires in May 2002. A yearly
escalation allowance is provided in the lease agreement. Rental expense for the
years ended March 31, 2002 and 2001 was $41,141 and $44,228, respectively.

The future minimum lease payments for capital and operating leases as of March
31, 2002 are as follows:

           For the Year Ended               Capital                   Operating
               March 31,                    Leases                    Leases
                                         ----------                  ---------
                  2003                       4,367                      18,819
                  2004                       6,573                           -
               --------                   ---------                   ---------

Total minimum payments                      10,940                    $ 18,819
                                                                      =========

Less amount representing interest             (787)
                                          ---------

Present value of net minimum lease          10,153
payments

Less current portion                        (3,734)
                                         ----------
Obligations Under Capital Lease          $   6,419
                                         ==========


                                       27
<PAGE>

Distribution Agreement - On September 12, 2001 the Company entered into an
agreement with distributor to jointly market the Company's 3D CityMaps. Under
the terms of the agreement the Company is to pay this distributor 30% of sales
generated by the distributor. The Commissions are payable upon receipt of
payment by the customer. As of March 31, 2002 the Company accrued commissions of
$18,007 relating to this contract. Of these commissions $7,865 has been
classified as long term as the receivable connected to the commission is under a
monthly payment schedule and will be collected in excess of one year.


NOTE 5 - STOCKHOLDERS' EQUITY

Common Stock -- Between May 12, 2000 and August 1, 2000, the Company sold
9,830,000 shares of common stock in a private placement. There was no public
offering of the shares. The duration of the offering period was May 12, 2000 to
August 1, 2000. The shares were offered to acquaintances of the Company
including officers, directors and employees. The total proceeds from this
offering were $492.

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

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

See Note 3 for discussion of advances/notes converted into common stock.



                                       28
<PAGE>




NOTE 6 - COMPREHENSIVE LOSS

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

As of March 31, 2000             $  (4,831)        $       -           $ (4,831)

Translation adjustments            (12,114)                -            (12,114)
                                 ----------        ----------          ---------

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

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

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



NOTE 7 - INCOME TAXES

The following presents the components of the net deferred tax liability at March
31, 2002 and 2001:

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

                                                2002               2001
                                            ------------        -----------

Foreign tax credit                                  -              19,421
Software development costs                          -             (42,293)
                                             ----------         ----------

Net Deferred Tax Liability                   $      -           $ (22,872)


The valuation allowance decreased $25,311 during the year ended March 31, 2001
and was eliminated.

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, 2002 and 2001:


                                                         March 31,
                                              --------------------------------
                                              2002                 2001
                                              -----------          -----------

Income tax (benefit) obligation at
statutory rate (16% and 34%)                  $ 5,816              $  78,909

Deferred tax valuation
allowance change                                    -                (25,311)

Foreign tax credit                                  -                (19,421)

Change in tax rate                                141                 10,656

Non-deductible expenses                            32                      -
                                              --------              --------
Provision for Income Taxes                    $ 5,989               $ 44,833
                                              =======               ========

                                       29
<PAGE>




NOTE 8 - SECOND QUARTER ADJUSTMENT

During the second quarter ended September 30, 2001, the Company incorrectly
recorded revenues associated with the Cityscape contract. The Company had a
contract to provide ten city guides to Cityscape. The 10th and final city guide
was incorrectly reported as $200,000 in revenue. The revenue should have been
recorded at $150,000. This error resulted in an overstatement of revenues by
$50,000 during the quarter ended September 30, 2001. Had the revenue been
recorded properly during the second quarter, relevant disclosure in the
statement of operations for such periods would have been presented as follows:

<TABLE>


                                                                                  As Originally
                                                                                    Reported        As Corrected
                                                                                <S>               <C>
     Three Months Ended September 30, 2001
         Sales                                                                    $     600,000    $     550,000
         Cost of goods sold                                                             117,573          117,573
         Operating expenses                                                              66,903           66,903
                                                                                  -------------    -------------
         Income from operations                                                         415,524          365,524
                                                                                  -------------    -------------
         Other income (loss)                                                             (6,747)          (6,747)
                                                                                  -------------    -------------
         Provision for income taxes                                                     142,128          142,128
                                                                                  -------------    -------------
         Net income                                                               $     266,649    $     216,649
                                                                                  =============    =============
         Net income per share                                                     $        0.03    $        0.02
                                                                                  =============    =============

                                                                                  As Originally
                                                                                    Reported        As Corrected
     Six Months Ended September 30, 2001
         Sales                                                                    $   1,100,000    $   1,050,000
         Cost of goods sold                                                             352,373          352,373
         Operating expenses                                                             165,615          165,615
                                                                                  -------------    -------------
         Income from operations                                                         582,012          532,012
                                                                                  -------------    -------------
         Other income (loss)                                                             (2,167)          (2,167)
                                                                                  -------------    -------------
         Provision for income taxes                                                     168,217          168,217
                                                                                  -------------    -------------
         Net income                                                               $     411,628    $     361,628
                                                                                  =============    =============
         Net income per share                                                     $        0.04    $        0.04
                                                                                  =============    =============


                                                                                  As Originally
                                                                                    Reported        As Corrected
     Nine Months Ended December 31, 2001
         Sales                                                                    $   1,600,000    $   1,550,000
         Cost of goods sold                                                             425,468          425,468
         Operating expenses                                                             237,756          237,756
                                                                                  -------------    -------------
         Income from operations                                                         936,776          886,776
                                                                                  -------------    -------------
         Other income (loss)                                                             (4,923)          (4,923)
                                                                                  -------------    -------------
         Provision for income taxes                                                     326,925          326,925
                                                                                  -------------    -------------
         Net income                                                               $     604,928    $     554,928
                                                                                  =============    =============
         Net income per share                                                     $        0.06    $        0.06
                                                                                  =============    =============


</TABLE>

NOTE 9 - SUBSEQUENT EVENT

Litigation - Subsequent to March 31, 2002 a former employee of the Company filed
a suit claiming non-performance under a severance agreement with the Company.
The former employee claims that the Company owes him $30,000 under a severance
agreement and $9,505 in un-reimbursed expenses. The employee began his
employment with the Company in April 2002 and was terminated in the same month.
The company is currently investigation its potential liability in this matter.




                                       30
<PAGE>




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, 2002, are
as follows:

Executive officers

Anis Jessa - 49 chief executive officer, interim chief financial officer and
director

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.

Director Robin Moulder resigned on December 31, 2001 due to personal business
reasons. Director Sean C. Rice resigned on March 29, 2002 for personal business
reasons.

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.




                                       31
<PAGE>



Board of directors

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

Board committees

         The board has no committees at the present time.


Director compensation.

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


SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE


     Based upon a review of Forms 3 and 4 furnished to the Registrant pursuant
to Rule 16a-3(a) and written representations referred to in Item 405(b) (2)(i)
of Regulation S-B, no directors, officers, beneficial owners of more than ten
percent of the Registrant's common stock, or any other person subject to Section
16 of the Exchange Act failed for the period from April 1, 2001 through March
31, 2002 to file on a timely basis, the reports required by Section 16(a) of the
Exchange Act.


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     $90,000      0            0           0            0         0



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.


                                       32
<PAGE>



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, 2002, 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, 2002, are deemed
outstanding. These shares, however, are not deemed outstanding for purposes of
computing percentage ownership of each other person. As of March 31, 2002, no
individual listed in the table below owned any options or warrants to purchase
any of our common or preferred stock.

    Except as indicated in the footnotes to this table and as required under
applicable community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares shown as beneficially
owned by them. This table also includes shares owned by a spouse as community
property. Percentage of ownership is based on 10,130,000 shares of common stock
outstanding on March 31, 2002. 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, 2002. 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.




                                       33
<PAGE>


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               1,174,500               11.6
                14213 SE 63rd St.
                Bellevue, WA 98006



Directors


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


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


Directors, executive officers as a group



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


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

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



5% beneficial owners


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


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

Common          Shabnam Jessa (1)             974,500                9.6
                14213 SE 63rd St.
                Bellevue,WA 98006

Common          Park Bench, LLC(2)          1,230,340               12.2
                Principal:
                Patricia Burgmann (3)
                #1012
                5353 W. Desert Inn Rd.
                Las Vegas, NV 89146


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


                                       34
<PAGE>


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. This advance was evidenced by a promissory note dated Jan
15, 2001 which provided for interest at 8% per annum and payment of principal
and interest no later than January 15, 2002. This promissory note was filed as
exhibit 10.9 in our registration statement SB-2/A dated January 29, 2001. This
advance and interest has since been repaid in full.

Acquisition of Butterfly by E-City - relationship with Cityscape

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

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

     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.


                                       35
<PAGE>




Sales of our common stock and preferred stock

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


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

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

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

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

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

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

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

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

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

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

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

Totals 9,830,000

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


                                       36
<PAGE>


Description of insider sales

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

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

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

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

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

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

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

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


Conflict of interest policy

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


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<PAGE>



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


Exhibits

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


(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.


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<PAGE>


                                   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
                             (Duly Authorized Officer and Principal Financial
                              and Accounting Officer)

                              Date: June 28, 2002


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
                              (Duly Authorized Officer and Principal Financial
                               and Accounting Officer)

                                Date: June 28, 2002



                                       39
<PAGE>




Index to exhibits

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

(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.



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