UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934.

      For the quarterly period ended June 30, 2003

      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934.

      For transition period from _______________ to _________________

                        COMMISSION FILE NUMBER 000-30244


                                 CYCO.NET, INC.
                 (Name of small business issuer in its charter)

                      NEVADA                                   13-3389415
  (State or other jurisdiction of incorporation)        (IRS Employer ID Number)

 4201 YALE BOULEVARD, NE SUITE G, ALBUQUERQUE, NM                87107
     (Address of principal executive offices)                 (Zip code)

             Issuer's telephone number                      (505) 344-9643

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

The  number  of  shares of  Common  Stock  outstanding  as of August 8, 2003 was
32,715,931.

<PAGE>

                                  CYCO.NET,INC.
                                   FORM 10-QSB
                                      INDEX
                                  JUNE 30, 2003

PART I   FINANCIAL INFORMATION

  Consolidated Balance Sheet (unaudited)                                       2

  Consolidated Statements of Operations (unaudited)                            3

  Consolidated Statements of Cash Flows (unaudited)                            4

  Notes to Consolidated Financial Statements (unaudited)                       5

  Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                                   5

PART II  OTHER INFORMATION

  Legal Proceedings                                                            7

  Changes in Securities and Use of Proceeds                                    7

  Defaults Upon Senior Securities                                              7

  Submission of Matters to a Vote of Security Holders                          7

  Other Information                                                            7

  Exhibits and Reports on Form 8-K                                             7

                                       2

<PAGE>

                                 CYCO.NET, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)
                                  June 30, 2003

                                     ASSETS
CURRENT ASSETS
Cash                                                  $          -
Receivables                                                 30,455
Inventory                                                    2,070
                                                      -------------
 Total current assets                                       32,525
                                                      -------------

PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $3,892                           5,163
                                                      -------------

OTHER ASSETS
Intangible assets - Domain name and website,
net of accumulated amortization of $61,254                  11,746
Deposit                                                      1,905
                                                      -------------
                                                            13,651
                                                      -------------

                                                      $     51,339
                                                      =============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
 Bank overdraft                                       $     22,550
 Accounts payable and accrued expenses                     198,152
 Accounts payable - related party                            1,000
                                                      -------------
   Total current liabilities                               221,702
                                                      -------------

STOCKHOLDERS' (DEFICIT)
 Common Stock, $0.001 par value,
   100,000,000 shares authorized,
   32,715,931 issued and outstanding                        32,716
 Additional paid in capital                                672,537
 Accumulated (deficit)                                    (875,616)
                                                      -------------
                                                          (170,363)
                                                      -------------
                                                      $     51,339
                                                      =============

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                 CYCO.NET, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                          Three Months Ended June 30,     Six Months Ended June 30,
                                          ---------------------------     -------------------------
                                             2003           2002            2003           2002
                                             ----           ----            ----           ----
<S>                                       <C>            <C>            <C>             <C>

General and administrative expenses           168,405         96,898         282,309        190,424
                                          ------------   ------------    ------------   ------------
(Loss) from operations                       (168,405)       (96,898)       (282,309)      (190,424)
                                          ------------   ------------    ------------   ------------
Other income (expense)
Interest expense                                    -              -               -           (198)
                                          ------------   ------------    ------------   ------------
Net (loss) before income taxes               (168,405)       (96,898)       (282,309)      (190,622)
Income taxes                                   51,000         39,000          97,000         71,000
                                          ------------   ------------    ------------   ------------
 Loss before discontinued operations         (219,405)      (135,898)       (379,309)      (261,622)

Discontinued operations
Net income from operations of
 discontinued operations, net of
 income taxes of $51,000, $39,000,
 $97,000 and $71,000, respectively            181,074        138,006         346,405        252,348
                                          ------------   ------------    ------------   ------------

Net income(loss)                          $   (38,331)   $     2,108     $   (32,904)    $   (9,274)
                                          ============   ============    ============   ============
Weighted average shares
outstanding (basic and diluted)            32,313,894     26,496,419     31,907,415      26,496,419
                                          ============   ============    ============   ============
Net income (loss) per common
(Loss) from operations                    $     (0.01)   $     (0.01)    $    (0.01)    $     (0.01)
Discontinued operations                          0.01           0.01           0.01            0.01
                                          ------------   ------------    ------------   ------------
                                          $      0.00    $      0.00     $     0.00     $      0.00
                                          ============   ============    ============   ============


       The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

                                              4

<PAGE>

                                 CYCO.NET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                                            Six months ended
                                                                 June 30,
                                                        ------------------------
                                                            2003         2002
                                                        -----------  -----------
Cash flows from operating actvities:
Net cash provided by (used in) operating activities     $   (9,985)  $   12,110
                                                        -----------  -----------
Cash flows from investing activities:
Acquisition of intangible assets                                 -      (14,000)
Acquisition of property and equipment                            -       (3,329)
                                                        -----------  -----------
   Net cash (used in) investing activities                       -      (17,329)
                                                        -----------  -----------

Cash flows from financing activities:
Proceeds fom sale of common stock                            4,350            -
                                                        -----------  -----------
   Net cash provided by financing activities                 4,350            -
                                                        -----------  -----------
    Net (decrease) in cash                                  (5,635)      (5,219)
Beginning cash balance                                       5,635        5,219
                                                        -----------  -----------
Ending cash balance                                     $        -   $        -
                                                        ===========  ===========

               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       5

<PAGE>

                                 CYCO.NET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 2003

(1) BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of  America  ("GAAP")  for  interim  financial  information  and Item  310(b) of
Regulation  S-B.  They  do not  include  all of the  information  and  footnotes
required  by  GAAP  for  complete  financial  statements.   In  the  opinion  of
management,  all adjustments  (consisting only of normal recurring  adjustments)
considered necessary for a fair presentation have been included.  The results of
operations  for the periods  presented  are not  necessarily  indicative  of the
results to be expected for the full year. For further information,  refer to the
audited financial  statements of the Company as of December 31, 2002 and for the
two years then ended,  including  notes thereto,  included in the Company's Form
10-KSB.

The accompanying  consolidated  financial statements include the accounts of the
Company and its  subsidiary.  Intercompany  transactions  and balances have been
eliminated in consolidation.

(2) RECLASSIFICATIONS

Certain  amounts  from the three and six months  ended June 30,  2002  financial
statements have been reclassified to conform to current period presentation.

(3) GOING CONCERN

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.

The Company has experienced losses from operations as a result of its investment
necessary to achieve its operating plan, which is long-range in nature.  For the
year ended December 31, 2002 the Company  incurred a net (loss) of $325,593.  At
June 30,  2003,  the Company had a working  capital  (deficit)  of $189,177  and
stockholders'  (deficit) of  $170,363.  The  Company's  ability to continue as a
going  concern is  contingent  upon its ability to secure  financing  and attain
profitable  operations.  As  disclosed  in Note 7 and 9,  the  Company  sold its
Internet  tobacco  products  division  effective  July 1, 2003.  The  Company is
currently  seeking a viable business to merge with and, in addition,  is seeking
equity capital. However, the Company has no commitment from any party to provide
additional capital and there is no assurance that such funding will be available
when needed, or if available, that such terms will be favorable or acceptable to
the Company.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(4) EARNINGS PER SHARE

The Company  calculates  net income (loss) per share as required by Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share." Basic  earnings
(loss) per share is  calculated  by dividing  net income  (loss) by the weighted
average number of common shares  outstanding  for the period.  Diluted  earnings
(loss) per share is  calculated  by dividing  net income  (loss) by the weighted
average  number  of  common  shares  and  dilutive   common  stock   equivalents
outstanding.  During the periods  presented,  common stock  equivalents were not
considered, as their effect would be anti-dilutive.

(5) INVENTORY

Inventory is stated at the lower of cost or market,  cost being  determined on a
first-in, first-out basis.

                                       6

<PAGE>

(6) STOCKHOLDERS' (DEFICIT)

On April 7, 2003 the Company  issued  1,219,512  shares of common stock under an
Equity Line of Credit. Net proceeds from the sale of stock were $4,350.

(7) DISCONTINUED OPERATIONS

Effective  July 1, 2002 the Company  reached an agreement to sell their Internet
tobacco  products  division  (See Note 9). The Company  agreed to dispose of the
division due to the lack of working  capital  required to resolve the litigation
as stated in Note 8.

Operating results of discontinued  operations for the three and six months ended
June 30, 2003 and 2002 are shown  separately in the  accompanying  statements of
operations.  Net  sales  and net  income  from  discontinued  operations  are as
follows:

                                Three months ended       Six months ended
                                     June 30,                June 30,
                                 2003        2002        2003        2002
                              ----------  ----------  ----------  ----------
           Net sales          $1,391,774  $1,198,817  $2,873,065  $2,255,671
                              ==========  ==========  ==========  ==========
           Net income          $ 181,074   $ 138,006   $ 346,405   $ 252,348
                              ==========  ==========  ==========  ==========

As of June 30,  2003,  assets  related to  discontinued  operations,  which were
included in the sale, were as follows:

                Inventory                                    $  2,070
                Property and equipment - net                    5,163
                Intangible assets - net                        11,746
                                                             --------
                Net assets of discontinued operations        $ 18,979
                                                             ========

(8) CONTINGENT LIABILITIES

On January 28, 2003, the Company's  subsidiary was named in a civil action filed
in the United States District Court Southern District of New York by the City of
New York as one of  approximately a dozen defendants who engaged in the business
of internet on-line cigarette sales. The suit alleges that the Company failed to
report the names and  addresses  of its  customers  to taxing  authorities.  The
extent of the City's damages is to be determined at trial.

On April 1, 2003,  the State of California  filed a civil action in the Superior
Court of  California,  County of San Diego,  against the  Company's  subsidiary,
alleging  sales of cigarettes to minors,  deceptive  failure to file Jenkins Act
reports  and inform  California  consumers  that they are  required to pay sales
taxes to California.  Based on these factual assertions, the suit's three counts
allege false or misleading  advertising under California Business and Profession
Code 17500:  failure to notify California  purchasers of their obligations under
California  Revenue and  Business  and  Professions  Code 17200.  The suit seeks
injunctive  relief  and  assessment  of  civil  penalties  of  $2,500  for  each
violation,  amounting to no less than $100,000,  plus costs and attorneys' fees.
The case has been  consolidated  with several  other pending suits against other
online tobacco retailers.

On April 1, 2003,  the State of Washington  filed a civil action in the State of
Washington, King County Superior Court against the Company's subsidiary alleging
sales of cigarettes to minors, deceptive failure to file Jenkins Act reports and
inform  Washington  consumers  that they are  required to pay sales taxes to the
Sate of  Washington.  Based on the  factual  assertions,  the suit's four counts
allege   unfair   business   practice,   unfair  method  of   compensation   and
misrepresentation.  The suit seeks injunctive relief restraining Cyco.net,  Inc.
from  continuing  to engage in unlawful  conduct,  restitution  to consumers and
civil penalties of up to $2,000 per violation, plus attorneys' fees and costs.

On April 1,  2003,  the  State of  Oregon  filed a civil  action in the State of
Oregon,  Marion County against the Company's subsidiary alleging the sale of one
carton of  cigarettes  to a minor using her mother's  name and credit  card,  in
violation of State  Unlawful  Trade  Practices Act. The suit seeks to enjoin the
Company from doing business in Oregon, $25,000 and attorney's fees.

In all four cases,  the Company  intends to contest the allegations and believes
it has  meritorious  defenses  in each case.  It is  uncertain  what  affect the
Company's  sale of its  Internet  tobacco  products  will  have  on the  pending
lawsuits.  Outside counsel for the Company has advised that at this stage in the

                                       7

<PAGE>

proceedings  they  cannot  offer an  opinion as to the  probable  outcome of the
cases.

(9) SUBSEQUENT EVENT

Effective  on July 1,  2003 the  Company  agreed  to sell its  Internet  tobacco
products  business  to  American  CigCo,  LLC (ACC).  In  conjunction  with this
purchase ACC agreed to purchase  2,000,000 shares of the Company's common stock.
The  purchase  price  aggregated  $3,000,000  in the form of 2 notes  payable as
follows:

o   Payment  for the assets of the  business in the form of a note in the amount
    of $200,000 payable in 12 equal monthly  installments of $16,667  commencing
    on August 1, 2003.

o   Payment  for  the  2,000,000  common  shares  is  payable  in the  form of a
    $2,800,000  note with  interest at 7% per annum,  on an interest only basis.
    The interest  payments are due annually  commencing on July 31, 2004 and the
    principal balance is due on July 31, 2008.

In addition,  ACC agreed to engage an entity  owned by both the Chief  Executive
Officer and Chief Financial Officer to provide certain  administrative  services
for a period of 5 years.

Because  the sale of the  business  and the common  shares were made to a thinly
capitalized   entity  and  significant   uncertainties   exist  related  to  the
collectibility  of the amounts due, the gain from the sale of the business  will
be deferred  until such time as the proceeds are collected or until such time as
the cash flows from the operating activities of the business sold are sufficient
to fund the debt  service.  The deferred  portion of the gain on the sale of the
business will be reflected as a deduction from the note receivable.

In  addition,  interest  income  from the  $2,800,000  note  receivable  will be
recognized as the proceeds are collected and the unpaid portion of the principal
balance will be recorded as a reduction of stockholders' equity.

                                       8

<PAGE>

                                 CYCO. NET, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

PLAN OF OPERATIONS

Effective  on July 1,  2003 the  Company  agreed  to sell its  Internet  tobacco
products  business  to  American  CigCo,  LLC (ACC).  In  conjunction  with this
purchase ACC agreed to purchase  2,000,000 shares of the Company's common stock.
The  purchase  price  aggregated  $3,000,000  in the form of 2 notes  payable as
follows:

      o    Payment  for the assets of the  business in the form of a note in the
           amount  of  $200,000  payable  in 12 equal  monthly  installments  of
           $16,667 commencing on August 1, 2003.

      o    Payment for the  2,000,000  common shares is payable in the form of a
           $2,800,000  note with  interest at 7% per annum,  on an interest only
           basis. The interest payments are due annually  commencing on July 31,
           2004 and the principal balance is due on July 31, 2008.

      In  addition,  ACC  agreed to  engage  an  entity  owned by both the Chief
Executive Officer and Chief Financial Officer to provide certain  administrative
services for a period of 5 years.

      Because  the sale of the  business  and the common  shares  were made to a
thinly  capitalized  entity and significant  uncertainties  exist related to the
collectibility  of the amounts due, the gain from the sale of the business  will
be deferred  until such time as the proceeds are collected or until such time as
the cash flows from the operating activities of the business sold are sufficient
to fund the debt  service.  The deferred  portion of the gain on the sale of the
business will be reflected as a deduction from the note receivable.

      In addition,  interest  income from the $2,800,000 note receivable will be
recognized as the proceeds are collected and the unpaid portion of the principal
balance will be recorded as a reduction of stockholders' equity.

      The  Company's  management  felt it  necessary  to dispose of the  tobacco
operations due to the lack of working capital required to resolve the litigation
as stated in Note 8. On a going  forward  basis,  there will be no revenues from
internet  tobacco sales.  The Company  expects to receive $16,667 per month from
the one year,  $200,000 note receivable and to reduce general and administrative
expenses  accordingly.  The Company is  currently  seeking a viable  business to
merge with and, in addition, is seeking equity capital. However, the Company has
no  commitment  from any party to  provide  additional  capital  and there is no
assurance that such funding will be available when needed, or if available, that
such terms will be favorable or acceptable to the Company.

FINANCIAL RESOURCES AND LIQUIDITY

      As of June 30, 2003,  the Company had no cash on hand.  In  addition,  the
Company had a working capital deficit of $189,177 and an accumulated  deficit of
$875,616.  The Company's  subsidiaries may be required to continue to defend the
lawsuits  brought  by various  states as  discussed  in the "Legal  Proceedings"
section.  To the  extent  that  the  states  refuse  to  release  the  Company's
subsidiaries  from the  litigation,  the  Company  may  need to fund  litigation
defense costs. The Company has no source of capital except for the installations
due on the two  promissory  notes  received in  connection  with the sale of the
cigarette division.  The first note is for $200,000 and is payable in 12 monthly
installments  of $16,667  commencing  on August 1, 2003.  The second note is for
$2,800,000 with interest at 7% per year. Interest is payable annually on July 31
with the initial installment due July 31, 2004.  Principal on the second note is
due July 31, 2008.  Because the sale of the business and the common  shares were
made to a thinly capitalized entity and significant  uncertainties exist related
to the collectibility of the amounts due, the gain from the sale of the business
will be deferred  until such time as the  proceeds  are  collected or until such
time as the cash flows from the  operating  activities  of the business sold are
sufficient  to fund the debt  service.  The deferred  portion of the gain on the
sale of the business will be reflected as a deduction from the note receivable.

      Other than the  payments  above,  the Company does not have any sources of
revenue or capital. The Company intends to reduce overhead to an amount that can
be funded from the  proceeds of the two notes,  although  no  assurances  can be
given that such  funding  will be  adequate.  For the next  twelve  months,  the
Company will be seeking a viable  business to merge with and, in addition,  will
be seeking equity  capital.  The Company will receive $16,667 per month from the
$200,000 note  receivable  and expects to reduce its general and  administrative

                                       9

<PAGE>

expenses  below  that  level  in  order  to  pay  down  the  Company's   current
liabilities.  In addition,  interest income from the five year,  $2,800,000 note
receivable  will be recognized as the proceeds are collected and will be used to
pay down the Company's current liabilities.

FORWARD-LOOKING STATEMENTS

      Information  included  or  incorporated  by  reference  in this filing may
contain  forward-looking  statements.  This  information  may involve  known and
unknown  risks,  uncertainties  and other  factors  which  may cause our  actual
results,  performance or achievements to be materially different from the future
results, performance or achievements expressed or implied by any forward-looking
statements.  Forward-looking statements,  which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the  words  "may",  "will",  "should",  "expect",  "anticipate",  "estimate",
"believe",  "intend",  or  "project",  or the  negative  of these words or other
variations on these words or comparable terminology.

      This filing  contains  forward-looking  statements,  including  statements
regarding,  among other things, (a) our projected sales and  profitability,  (b)
our growth strategies,  (c) anticipated  trends in our industry,  (d) our future
financing  plans  and (e) our  anticipated  needs  for  working  capital.  These
statements may be found under  "Management's  Discussion and Analysis or Plan of
Operations" and "Business",  as well as in this filing generally.  Actual events
or  results  may  differ  materially  from those  discussed  in  forward-looking
statements as a result of various factors,  including,  without limitation,  the
risks  outlined  under  "Risk  Factors"  and  matters  described  in this filing
generally. In light of these risks and uncertainties,  there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.

                                       10

<PAGE>

                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

      On January 28, 2003, the Company's subsidiary Cyco.net,  Inc. was named in
a civil action filed in the United States  District Court  Southern  District of
New York by the City of New York as one of  approximately a dozen defendants who
engaged in the business of internet  on-line  cigarette sales. The suite alleges
that Cyco.net, Inc. failed to report the names and addresses of its customers to
taxing  authorities.  The extent of the City's  damages are to be  determined at
trial.

      On April 1,  2003,  the State of  California  filed a civil  action in the
Superior  Court of  California,  County  of San  Diego,  against  the  Company's
subsidiary  Cyco.net,  Inc,  alleging  sales of cigarettes to minors,  deceptive
failure to file Jenkins Act reports and inform  California  consumers  that they
are required to pay sales taxes to California Based on these factual assertions,
the suit's three counts allege false or misleading  advertising under California
Business and Profession Code 17500:  failure to notify California  purchasers of
their  obligations  under  California  Revenue and Business and Professions Code
17200.  The suit seeks  injunctive  relief and assessment of civil  penalties of
$2,500 for each  violation,  amounting to no less than $100,000,  plus costs and
attorneys' fees.

      On April 1,  2003,  the State of  Washington  filed a civil  action in the
State of Washington, King County Superior Court against the Company's subsidiary
Cyco.net, Inc. alleging sales of cigarettes to minors, deceptive failure to file
Jenkins Act reports and inform  Washington  consumers  that they are required to
pay sales taxes to the Sate of Washington.  Based on the factual assertions, the
suit's  four  counts  allege  unfair   business   practice,   unfair  method  of
compensation and misrepresentation. The suit seeks injunctive relief restraining
Cyco.net,  Inc. from  continuing to engage in unlawful  conduct,  restitution to
consumers and civil  penalties of up to $2,000 per  violation,  plus  attorneys'
fees and costs.

      On April 1, 2003, the State of Oregon filed a civil action in the State of
Oregon,  Marion County against the Company's subsidiary Cyco.net,  Inc. alleging
the sale of one carton of  cigarettes  to a minor  using her  mother's  name and
credit card, in violation of State Unlawful Trade  Practices Act. The suit seeks
to enjoin Cyco.net,  Inc. from doing business in Oregon,  $25,000 and attorney's
fees.

      In all four cases,  the Company  intends to contest  the  allegations  and
believes  it has  meritorious  defenses  in each case.  Outside  counsel for the
Company has been hired and has  advised  the  Company  that at this stage in the
proceedings  they  cannot  offer an  opinion as to the  probable  outcome of the
cases.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      On March 4, 2003,  Cyco.net requested a draw on the Equity Line of Credit.
On April 7, 2003, a total of  1,219,512  shares of Cyco.net  common  shares were
sold under the Equity Line of Credit.  The Company received net proceeds on this
sale of $4,350, which were used for working capital purposes.

ITEM 3.  CONTROLS AND PROCEDURES

      Within  90 days  prior  to the  date of this  Report,  we  carried  out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of our disclosure  controls and  procedures.  Based on this
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them to material  information  required to be included in our  periodic  reports
that are filed with the Securities and Exchange  Commission.  It should be noted
that the  design  of any  system  of  controls  is based  in part  upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions, regardless of how remote.

ITEM 4.  DEFAULTS UPON SENIOR SECURITIES

      None.

                                       11

<PAGE>

ITEM 5.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


ITEM 6.  OTHER INFORMATION

      None.

ITEM 7.  EXHIBITS AND REPORTS ON FORM 8-K

      (A) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION                                   LOCATION
-----------  ------------------------------------------    -------------------------------------
<S>          <C>                                           <C>
2.1          Acquisition Agreement between Ave and DMI     Incorporated by reference to Exhibit
                                                           2.1 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

2.2          Letter of Intent between Ave and Cyco.net     Incorporated by reference to Exhibit
             dated July 9, 1999                            2.2 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

4.1          Stock Specimen                                Incorporated by reference to Exhibit
                                                           2.4 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.1          Certificate of Amendment to Change name to    Incorporated by reference to Exhibit
             Ave, Inc. dated 5/7/90                        2.7 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.2          Certificate of Agreement of Merger of         Incorporated by reference to Exhibit
             DeLuxe Onyx Company dated January 23, 1987    2.8 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.3          Certificate and Agreement of Merger of        Incorporated by reference to Exhibit
             DeLuxe dated 1/23/87                          2.9 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.4          Certificate Amending Certificate of           Incorporated by reference to Exhibit
             Incorporation dated January 23, 1987          2.10 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.5          Ave, Inc. By Laws                             Incorporated by reference to Exhibit
                                                           3.0 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.6          Articles in Incorporation of Cyco.net, Inc.   Incorporated by reference to Exhibit
             the Wholly Owned Subsidiary Cyco.net, Inc.    21.1 to the Company's Annual Report
             (formerly Ave, Inc.)                          on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001
</TABLE>
                                       12

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION                                   LOCATION
-----------  ------------------------------------------    -------------------------------------
<S>          <C>                                           <C>
3.7          Certificate of Amendment to Articles of       Incorporated by reference to Exhibit
             Cyco.net, Inc. to change name from Ave,       21.2 to the Company's Annual Report
             Inc. to Cyco.net, Inc.                        on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.8          Certificate of Amendment of Cyco.net, Inc.    Incorporated by reference to Exhibit
                                                           21.3 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.9          By-Laws of Cyco.net, Inc.                     Incorporated by reference to Exhibit
                                                           21.5 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

3.10         Articles of Amendment and Restatement to      Incorporated by reference to Exhibit
             Articles of Incorporation of AVE, Inc.        3.10 to Cyco.net's Registration
                                                           Statement on Form SB-2 filed with
                                                           the Securities and Exchange
                                                           Commission on September 13, 2001

3.11         Certificate of Amendment to Articles of       Incorporated by reference to Exhibit
             Incorporation of Cyco.net, Inc. filed with    3.11 to Cyco.net's Registration
             Nevada Secretary of State on August 9, 2001   Statement on Form SB-2 filed with
                                                           the Securities and Exchange
                                                           Commission on September 13, 2001

10.1         Line of Credit Agreement dated August 9,      Incorporated by reference to Exhibit
             1999                                          10.0 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

10.2         Amendment to Line of Credit Agreement dated   Incorporated by reference to Exhibit
             August 9, 1999                                10.1 to the Company's Annual Report
                                                           on Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

10.3         Promissory note from Cyco.net, Inc. to        Incorporated by reference to Exhibit
             Francisco Urrea, Jr.                          99 to the Company's Annual Report on
                                                           Form 10-KSB as filed with the
                                                           Securities and Exchange Commission
                                                           on April 16, 2001

10.4         May Davis Extension Agreement                 Incorporated by reference to Exhibit
                                                           99 to the Company's Quarterly Report
                                                           on Form 10-QSB filed with the
                                                           Securities and Exchange Commission
                                                           on January 4, 2001

10.5         R. Gene Klawetter Letter of Resignation       Incorporated by reference to Exhibit
                                                           99.2 to the Company's 8-K filed with
                                                           the Securities and Exchange
                                                           Commission on August 22, 2000

10.6         Lease Agreement                               Incorporated by reference to Exhibit
                                                           99.3 to the Company's 8-K filed with
                                                           the Securities and Exchange
                                                           Commission on August 22, 2000
</TABLE>
                                       13

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.  DESCRIPTION                                   LOCATION
-----------  ------------------------------------------    -------------------------------------
<S>          <C>                                           <C>
10.7         Equity Line of Credit Agreement dated as of   Incorporated by reference to Exhibit
             August 2001 between Cyco.net and Cornell      10.7 to the Company's Annual Report
             Capital Partners, L.P.                        on Form 10-QSB as filed with the
                                                           Securities and Exchange Commission
                                                           on November 13, 2001

10.8         Warrant dated as of August 2001 given by      Incorporated by reference to Exhibit
             Cyco.net to Cornell Capital Partners, L.P.    10.8 to the Company's Annual Report
                                                           on Form 10-QSB as filed with the
                                                           Securities and Exchange Commission
                                                           on November 13, 2001

10.9         Registration Rights Agreement dated August    Incorporated by reference to Exhibit
             2001 between Cyco.net and Cornell Capital     10.9 to the Company's Annual Report
             Partners, L.P.                                on Form 10-QSB as filed with the
                                                           Securities and Exchange Commission
                                                           on November 13, 2001

10.10        Escrow Agreement dated as of August 2001      Incorporated by reference to Exhibit
             among Cyco.net, Cornell Capital Partners,     10.10 to the Company's Annual Report
             L.P., Butler Gonzalez LLP and First Union     on Form 10-QSB as filed with the
             National Bank                                 Securities and Exchange Commission
                                                           on November 13, 2001

10.11        Asset Purchase and Investment agreement       Provided herewith
             dated June 13, 2003 between Cyco.net, Inc.
             and American Indian Cigco, LLC

10.12        One Year Installment Note dated June 13,      Provided herewith
             2003, between Cyco.net, Inc. and American
             Indian Cigco, LLC

10.13        Five Year Capital Note dated June 13, 2003,   Provided herewith
             among Cyco.net, Inc., American Indian
             Cigco, LLC and CigCo-Epic Venture

31.1         Certification re: Section 302                 Provided herewith

31.2         Certification re: Section 302                 Provided herewith

32.1         Certification re: Section 906                 Provided herewith
</TABLE>

      (b) There were no reports on Form 8-K filed under the Securities  Exchange
Act of 1934 during the quarter ended June 30, 2003.

                                       14

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned, thereunto duly authorized.

CYCO.NET, INC.

By:     /S/ RICHARD A. URREA                         August 19, 2003
        ------------------------------------
        Richard A. Urrea
        President


By:     /S/ DANIEL  URREA                            August 19, 2003
        ------------------------------------
        Daniel Urrea
        Chief Financial Officer
        (Principal Accounting Officer)

                                       15

<PAGE>

                                  EXHIBIT 31.1

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302
                             -----------------------

      I, Richard A. Urrea, certify that:

      1.   I have  reviewed this form 10-QSB for the quarter ended June 30, 2003
of Cyco.net, Inc.;

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

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

      4.   The small  business  issuer's other  certifying  officer(s) and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined in  Exchange  Act Rules  13a-15(e)  and  15d-15  (e)) for the small
business issuer and have:

           (a)  Designed such disclosure controls and procedures, or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

           (b)  Omitted;

           (c)  Evaluated  the  effectiveness  of the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

           (d)  Disclosed  in this  report  any  change  in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

      5.  The small  business issuer's  other  certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

           (a)  All  significant  deficiencies and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

           (b)  Any fraud, whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

                                        Date: August 19, 2003
                                        By:   /S/ RICHARD A URREA
                                           -----------------------------------
                                              Chief Financial Officer

The introductory paragraph of Section 4 of this certification that refers to the
certifying  officers'  responsibility for establishing and maintaining  internal
control over  financial  reporting for the company,  as well as paragraph  4(b),
have been omitted in accordance  with Release No. 33-8238 (June 5, 2003) because
the  compliance  period has been extended for small  business  issuers until the
first fiscal year ending on or after April 15, 2005.

                                EXHIBIT 31.1 - 1

<PAGE>

                                  EXHIBIT 31.2

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302
                             -----------------------

      I, Daniel Urrea, certify that:

      1.   I have  reviewed this form 10-QSB for the quarter ended June 30, 2003
of Cyco.net, Inc.;

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

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

      4.   The small  business  issuer's other  certifying  officer(s) and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined in  Exchange  Act Rules  13a-15(e)  and  15d-15  (e)) for the small
business issuer and have:

           (a)  Designed such disclosure controls and procedures, or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

           (b)  Omitted;

           (c)  Evaluated  the  effectiveness  of the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

           (d)  Disclosed  in this  report  any  change  in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

      5.  The small  business issuer's  other  certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

           (a)  All  significant  deficiencies  and material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

           (b)  Any fraud, whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.

                                        Date: August 19, 2003
                                        By:   /S/ RICHARD A URREA
                                           -----------------------------------
                                              Chief Financial Officer

The introductory paragraph of Section 4 of this certification that refers to the
certifying  officers'  responsibility for establishing and maintaining  internal
control over  financial  reporting for the company,  as well as paragraph  4(b),
have been omitted in accordance  with Release No. 33-8238 (June 5, 2003) because
the  compliance  period has been extended for small  business  issuers until the
first fiscal year ending on or after April 15, 2005.

                                EXHIBIT 31.2 - 1

<PAGE>

                                  EXHIBIT 32.1

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

      In connection with the Quarterly Report of Cyco.net,  Inc. (the "Company")
on Form 10-QSB for the period  ended June 30, 2003 as filed with the  Securities
and  Exchange  Commission  on  the  date  hereof  (the  "Report"),  each  of the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1.   The Report fully complies  with the requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      2.   The information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

Date:  August 13, 2003                  By:  /S/ RICHARD A. URREA
                                           ----------------------------------
                                                 Richard A. Urrea,
                                                 Chief Executive Officer


                                        By:  /S/ DANIEL URREA
                                           ----------------------------------
                                                 Daniel Urrea,
                                                 Chief Financial Officer


      A signed  original of this written  statement  required by Section 906, or
other  document  authentications,   acknowledging,  or  otherwise  adopting  the
signature  that  appears in typed form  within  the  electronic  version of this
written  statement  required  by Section  906,  has been  provided  to  Celerity
Systems,  Inc. and will be retained by Celerity  Systems,  Inc. and furnished to
the Securities and Exchange Commission or its staff upon request.

                                EXHIBIT 32.1 - 1