<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]  Quarterly  Report  pursuant  to  Section 13 or 15(d) of the Securities
     Exchange  Act  of  1934

     For  the  quarterly  period  ended  March  31,  2002

[ ]  Transition  Report  pursuant to 13 or 15(d) of the Securities Exchange
     Act  of  1934

     For  the  transition  period         to


          Commission  File  Number          000-32747
                                            ---------

                        FIRST CYPRESS TECHNOLOGIES, INC.
          -----------------------------------------------------------------
          (Exact name of small Business Issuer as specified in its charter)

Nevada                                            98-0218688
-------------------------------                   ----------------------------
(State or other jurisdiction of                   (IRS Employer Identification
incorporation or organization)                    No.)


1281 West Georgia Street, Suite No. 501
Vancouver, British Columbia                       V6E  3J7
---------------------------------------           ----------
(Address of principal executive offices)          (Zip Code)

Issuer's telephone number, including area code:   604-817-1441


                                      None
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of the latest practicable date:  7,057,500 Shares of $.001 par value
Common  Stock  outstanding  as  of  May  13,  2002.


<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements

Because  the  accompanying  unaudited financial statements have been prepared in
accordance  with  the  instructions to Form 10-QSB and Item 310(b) of Regulation
S-B,  they do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations, cash flows, and
stockholders'  equity  in  conformity  with  generally  accepted  accounting
principles.  Although  these  financials are presented in this condensed format,
we  believe  that the disclosures are adequate to make the information presented
not  misleading.




<PAGE>







                         First  Cypress  Technologies,  Inc.
                          (A  Development  Stage  Company)
                               Financial  Statements
                        For  the  three-month  periods  ended
                             March  31,  2002  and  2001
                      (Unaudited  -  Expressed  in  US  Dollars)





                                                                        Contents
--------------------------------------------------------------------------------

Financial  Statements

     Balance  Sheets

     Statements  of  Changes  in  Capital  Deficit

     Statements  of  Operations

     Statements  of  Cash  Flows

     Notes  to  Financial  Statements



<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                                  Balance Sheets
                                                       (Expressed in US Dollars)


                                                      March 31     December 31
                                                          2002            2001
--------------------------------------------------------------------------------
                                                     (Unaudited)
<S>                                                <C>             <C>
Assets

Current
  Cash                                              $      279     $      313
================================================================================

Liabilities and Capital Deficit

Current

  Accounts payable and accrued liabilities          $   46,584     $   55,503
  Due to stockholder (Note 2)                          119,694        107,552
                                                    ----------------------------
      Total liabilities                                166,278        163,055
                                                    ----------------------------

Capital deficit
  Share capital
    Authorized:
      25,000,000 common shares with par value $0.001
    Issued:
       7,057,500 common shares                           7,058          7,058
  Additional paid-in capital                            24,592         24,592
  Deficit accumulated in the development stage        (197,649)      (194,392)
                                                    ----------------------------

      Total capital deficit                           (165,999)      (162,742)
                                                    ----------------------------

Total Liabilities and Capital Deficit               $      279     $      313
================================================================================

</TABLE>





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


<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                      First Cypress Technologies, Inc.
                                                         (A Development Stage Company)
                                              Statements of Changes in Capital Deficit
                                                 (Unaudited - Expressed in US Dollars)


From the period September 14, 1999 (inception) to March 31, 2002
----------------------------------------------------------------------------------------

                                                                      Deficit
                                                                  Accumulated
                                     Common Stock   Additional         in the      Total
                                                       Paid-in    Development    Capital
                                   Shares    Amount    Capital          Stage    Deficit
----------------------------------------------------------------------------------------
<S>                               <C>        <C>       <C>        <C>         <C>

Issuance of shares on
incorporation in September 1999
for cash at $0.001 per share      5,000,000  $ 5,000   $      -   $       -   $   5,000

Issuance of shares for cash in
 November 1999 at $0.01 per
 share                            1,990,000    1,990     17,910           -      19,900

Issuance of shares for cash in
 December 1999 at $0.10 per
 share                               67,500       68      6,682           -       6,750

Net loss and comprehensive loss           -        -          -     (33,298)    (33,298)
                                  ------------------------------------------------------

Balance, December 31, 1999        7,057,500    7,058     24,592     (33,298)     (1,648)

Net loss and comprehensive loss           -        -          -    (108,996)   (108,996)
                                  ------------------------------------------------------

Balance, December 31, 2000        7,057,500    7,058     24,592    (142,294)   (110,644)

Net loss and comprehensive loss           -        -          -     (52,098)    (52,098)
                                  ------------------------------------------------------

Balance, December 31, 2001        7,057,500    7,058     24,592    (194,392)   (162,742)

Net loss and comprehensive loss           -        -          -      (3,257)     (3,257)
                                  ------------------------------------------------------

Balance, March 31, 2002           7,057,500  $ 7,058   $ 24,592   $(197,649)  $(165,999)
                                  ======================================================

</TABLE>



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


<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                        Statements of Operations
                                           (Unaudited - Expressed in US Dollars)

                                                                    Period from
                                        For the three-month        September 14
                                           periods ended                   1999
                                              March 31           (inception) to
                                      ------------------------         March 31
                                            2002         2001              2002
--------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>

Expenses
  Interest and bank charges            $    2,234   $    1,410   $   13,231
  Management fees (Note 3)                  3,000        3,000       16,000
  Other                                         -           42        1,241
  Professional fees (recovery)             (3,477)         583      138,677
  Rent and office services (Note 3)         1,500        1,500       13,500
  Software development                          -            -       15,000
                                       -----------------------------------------

Net loss for the period                $   (3,257)  $   (6,535)  $ (197,649)
================================================================================

Loss per share                         $    (0.00)  $    (0.00)  $    (0.03)
================================================================================

Weighted average shares outstanding     7,057,500    7,057,500    6,918,836
================================================================================
</TABLE>



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




<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                        Statements of Cash Flows
                                           (Unaudited - Expressed in US Dollars)

                                                                     Period from
                                               For the three-month  September 14
                                                  periods ended             1999
                                                     March 31     (inception) to
                                               --------------------     March 31
                                                    2002       2001         2002
--------------------------------------------------------------------------------
<S>                                            <C>        <C>        <C>

Cash flows from operating activities
  Net loss for the period                      $ (3,257)  $ (6,535)  $(197,649)

  Decrease in liabilities
    Accounts payable and accrued
     liabilities                                 (8,919)    (3,622)     46,584
                                               ---------------------------------

     Cash used in operating activities          (12,176)   (10,157)   (151,065)
                                               ---------------------------------

Cash flows from financing activities
  Loans from stockholder                         12,142     10,130     119,694
  Proceeds from issuance of share capital             -          -      31,650
                                               ---------------------------------

     Cash provided by financing activities       12,142     10,130     151,344
                                               ---------------------------------

Increase (decrease) in cash during the period       (34)       (27)        279

Cash, beginning of period                           313        427           -
                                               ---------------------------------

Cash, end of period                            $    279   $    400   $     279
================================================================================

Supplemental information
  Interest and taxes paid                      $      -   $      -   $       -
================================================================================

</TABLE>



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


<PAGE>

--------------------------------------------------------------------------------
                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                           (Unaudited - Expressed in US Dollars)

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

1.  Nature  of  Business  and  Ability  to  Continue  Operations

First  Cypress  Technologies,  Inc. was incorporated on September 14, 1999 under
the  laws of the State of Nevada. The Company is in the process of developing an
Internet  computer  software  program known as EngineMax. The EngineMax computer
software  program  will  be  designed  to  automate the process of submission of
Internet  web  page  information  to  major  Internet  search  engines.

The  interim  financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have  been  prepared  by  the  Company, without audit, pursuant to the rules and
regulations  of the Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally  included  in  financial  statements prepared in
accordance  with generally accepted accounting principles have been condensed or
omitted  pursuant  to  such rules and regulations, although the Company believes
that  the  disclosures  are  adequate  to  make  the  information  presented not
misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which  in  the  opinion  of  management,  are  necessary  for fair
presentation  of  the information contained therein.  It is suggested that these
interim  financial  statements be read in conjunction with the audited financial
statements  of  the  Company  for  the  years  ended  December 31, 2001 and 2000
included  in  the  Company's 10-KSB Annual Report.  The Company follows the same
accounting  policies  in  the  preparation  of  interim  reports.

Results  of  operations  for  the  interim  periods are not indicative of annual
results.

These  accompanying  financial  statements have been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  and  commitments in the normal course of business.  As at March 31,
2002, the Company has recognized no revenue and has accumulated operating losses
of  $197,649  since  its inception, has a working capital deficiency of $165,999
and  has  been relatively inactive through the period ended March 31, 2002.  The
continuation  of  the Company is dependent upon the continuing financial support
of  creditors  and  stockholders  and  obtaining  long-term financing as well as
achieving  a  profitable  level of operations.  Management plans to raise equity
capital  to  finance the operations and capital requirements of the Company.  It
is  management's  intention  to  raise  new  equity  financing  of approximately
$850,000  within the upcoming year.  Amounts raised will be used to complete the
development of the EngineMax software, commence development of the Company's web
site,  undertake  an  advertising  and marketing campaign and purchase necessary
equipment  and supplies for the operation of the business.  While the Company is
expending  its  best  efforts  to achieve the above plans, there is no assurance
that  any  such  activity  will  generate  funds  that  will  be  available  for
operations.

These conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern. These financial statements do not include any adjustments
relating  to  the recoverability and classification of recorded asset amounts or
amounts  and  classification  of  liabilities  that  might  arise  from  this
uncertainty.


<PAGE>

--------------------------------------------------------------------------------
                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                           (Unaudited - Expressed in US Dollars)

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

2.  Due  to  Stockholder

Amounts due to a stockholder are unsecured and repayable on demand with interest
at 8% per annum.  Interest expense accrued in respect of these advances totalled
$2,200  for  the  three  months  ended  March  31,  2002  (2001  -  $1,410).

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

3.  Related  Party  Transactions

Related party transactions not disclosed elsewhere in these financial statements
are  as  follows:

                                                              2002     2001
                                                          ------------------
  Rent and office services paid to the President
    of the Company                                        $  1,500  $  1,500
  Management fees paid to the President of the
    Company                                               $  3,000  $  3,000

Related party transactions are recorded at the exchange amount, being the amount
established  and  agreed  to  by  the  related  parties.

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

4.  New  Accounting  Pronouncements

In  June  2001,  the  Financial  Accounting  Standards  Board ("FASB") finalized
Statement  of  Financial  Accounting  Standards  ("SFAS")  Statements  No.  141,
"Business  Combinations"  (SFAS 141), and No 142, "Goodwill and Other Intangible
Assets"  (SFAS  142).  SFAS  141  requires  the  use  of  the purchase method of
accounting  and  prohibits  the  use  of  the  pooling  of  interests  method of
accounting  for  business  combinations initiated after June 30, 2001.  SFAS 141
also  requires  that the Company recognize acquired intangible assets apart from
goodwill  if  the  acquired  intangible  assets meet certain criteria.  SFAS 141
applies  to  all  business  combinations  initiated  after June 30, 2001 and for
purchase  business  combinations  completed  on  or after July 1, 2001.  It also
requires,  upon  adoption  of SFAS 142, that the Company reclassify the carrying
amounts  of  intangible  assets  and goodwill based on the criteria in SFAS 141.

SFAS  142  requires,  among  other  things,  that  companies  no longer amortize
goodwill,  but  instead  test  goodwill  for  impairment  at least annually.  In
addition,  SFAS  142  requires that the Company identify reporting units for the
purposes  of  assessing  potential  future impairments of goodwill, reassess the
useful  lives  of  other  existing  recognized  intangible  assets,  and  cease
amortization of intangible assets with an indefinite useful life.  An intangible
asset  with  an  indefinite  useful  life  should  be  tested  for impairment in
accordance with the guidance in SFAS 142.  SFAS 142 is required to be applied in
fiscal  years  beginning  after  December  15,  2001  to  all goodwill and other
intangible  assets recognized at that date, regardless of when those assets were
initially  recognized.  SFAS 142 requires the Company to complete a transitional
goodwill  impairment  test six months from the date of adoption.  The Company is
also required to reassess the useful lives of other intangible assets within the
first  interim  quarter  after  adoption  of  SFAS  142.


<PAGE>

--------------------------------------------------------------------------------
                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                           (Unaudited - Expressed in US Dollars)

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

4.  New  Accounting  Pronouncements  -  Continued

The  Company  adopted  these  standards effective for its fiscal year commencing
January  1,  2002.  Such  adoption  did  not  affect  the  Company's  financial
statements  in  respect  of  historical  transactions.  Future  acquisitions are
required  to  adhere  to  these  new  standards.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets".  SFAS  No. 144 requires that those long-lived
assets  be  measured  at the lower of carrying amount or fair value less cost to
sell,  whether  reported in continuing operations or in discontinued operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value  or include amounts for operating losses that have not yet occurred.  SFAS
No.  144 is effective for financial statements issued for fiscal years beginning
after  December  15,  2001  and, generally, is to be applied prospectively.  The
implementation  of  this  new  standard  did  not  have a material effect on the
Company's  financial  statements.




<PAGE>

Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operations

Forward  Looking  Statements

This  report  on  Form 10-QSB contains certain forward-looking statements within
the meaning of section 21(e) of the Securities Exchange Act of 1934, as amended,
and  other  applicable securities laws.  All statements other than statements of
historical  fact  are  "forward-looking  statements"  for  purposes  of  these
provisions,  including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of management for
future  operation; any statements concerning proposed new products, services, or
developments,  any  statements  regarding  future  economic  conditions  or
performance,  statements  of belief, and any statement of assumptions underlying
any  of  the foregoing.  Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.

Plan  of  Operations

As  of  March  31,  2002,  we  have  been  unsuccessful  in our efforts to raise
additional  capital to meet our plan of operations.  As a result, our operations
have  been  inactive.   Our  cash position as of March 31, 2002 was $279.  Since
inception,  we have recognized no revenue.  We have accumulated operating losses
of  $197,649  and we have a working capital deficiency of $165,999.  In order to
satisfy  our ongoing expenses, Robert Rosner, President and CEO, has loaned us a
total  of  $119,694  since our inception, repayable on demand with interest at a
rate  of  8%  per  annum.

Over  the  past  twelve  months,  we  have experienced difficulties in obtaining
financing  for  our  business  for  the  purposes  of  developing  the EngineMax
software.  Because  of  these  difficulties,  during  this  past quarter we have
shifted  some of our focus to investigating other business opportunities.  These
opportunities  include  possible  acquisitions  or joint venture arrangements in
other  software  and  automotive technologies.  We can provide no assurance that
these  efforts  in exploring possible acquisitions or joint venture arrangements
will  come  to  fruition.  Additionally,  if  any  new ventures are successfully
negotiated,  we  can  provide  no  assurance  that such new venture will achieve
commercialization  or  that  we  will  have  enough financial resources to fully
develop the new venture.  Although we will continue to explore financing options
based  upon  our  existing business plan, which includes the EngineMax software,
our  plan  of  operations  for  the  next  12  months  will also include further
investigation  of forming partnerships with other entities and researching other
business  opportunities.

In  the  event  we  are  not  successful  in  raising  additional  financing, we
anticipate  that  we  will not be able to proceed with our business plan for the
development  and  marketing  of the EngineMax software and that our business may
fail  if another business opportunity does not present itself.  Accordingly, our
financial  statements contain note disclosures describing the circumstances that
lead  there  to  be  doubt  over  our  ability  to  continue as a going concern.

In  order  to  explore  other  business  opportunities  and  pursue our existing
business  plan,  we  are  dependent  upon  the  continuing  financial support of
creditors  and  stockholders  until  such time when we are successful in raising
equity  capital  to  finance  the  operations  and  capital  requirements of the


<PAGE>

Company.  We anticipate that if we are successful in raising additional capital,
the financing would be an equity financing through the sale of our common stock.
This financing would cause existing shareholders to experience dilution of their
interest  in  our  company.

In  order  to  pursue  the  following  plan of operations, we will need to raise
approximately  $850,000  over the next twelve months.  If we are unable to raise
such  capital,  we  will  need to explore other alternatives as mentioned above.

Our  plan  of  operations  for  the next twelve months, subject to our obtaining
financing,  is  as  follows:

-    Build an internal administrative and managerial organization to oversee all
     areas  of  development  and  long-term  operations
-    Develop  a  functional  and  marketable  piece  of  software
-    Create  a  cost-effective  and  internet-based  marketing  campaign
-    Develop  a  web  site  to  market  the  software

In  building  our  internal  administrative and managerial organization, we will
seek  to  minimize  the  hiring  of  full-time employees. If we raise additional
capital,  our  full-time  positions will be limited to the president/CEO, CFO, a
software development project manger, an office manager, and a marketing manager.
We  also  may  hire other part-time and contract people to provide assistance to
these  roles.  We  project  that  the  cost  of  these employees will not exceed
$400,000  over  a  twelve  month  period.

If  we  are  successful  in obtaining additional funds, we will need to build an
internal  enhancement, support and marketing infrastructure for the business. We
anticipate spending approximately $50,000 on the purchase of necessary equipment
and  supplies.

The  most  important  and  difficult  goal is to complete the development of the
EngineMax  software.  We  plan  to hire an external software development firm to
build  the  software  rather  than  handle  this  process  ourselves.

We  anticipate  that  we  will  hire the external software development firm upon
receipt  of additional financing.  We anticipate that the development costs will
be  approximately $250,000 and will consist primarily of payments to consultants
for  programming  and  software  development services. Therefore the independent
third  party  consultants  will  conduct  all  research  and  development.

We  plan  to  commence development of our web site slightly before completion of
the  EngineMax  software.  We  anticipate that the development expenses for this
web  site  will  be  approximately  $50,000.

We  plan to undertake an advertising and marketing campaign once the development
of  our  EngineMax  software  is complete.  We anticipate that initial marketing
expenses  for  the  twelve  months  following  receipt  of  financing  will  be
approximately $100,000. A third party marketing consulting firm will design this
campaign  and  conduct  the  majority  of the work. We anticipate that this will
minimize  start  up  expenses and optimize results in the ever-changing world of
Internet  marketing.


<PAGE>

In  summary,  we  anticipate  the  following  steps will be necessary to make us
operational:

1.     Hire  support staff, including a software development project manager, an
office  manager and a marketing manager.  This is expected to cost approximately
$33,333  per  month  once  we  are  fully  staffed.

2.     Create  the  EngineMax  software.  This is expected to cost approximately
$250,000.

3.     Create  the  web  site.  This  is expected to cost approximately $50,000.

4.     Launch  our  advertising and marketing campaign. This is expected to cost
approximately  $100,000  initially.

5.     Purchase  of  equipment  and  supplies.  This  is  expected  to  cost
approximately  $50,000.

We  thus  anticipate  that  we  will be spending approximately $850,000 over the
twelve-month  period following an infusion of additional capital.  We anticipate
incurring  continuing operating losses for the foreseeable future.  We base this
expectation,  in  part,  on  the  fact  that we will incur substantial operating
expenses  in  completing the development of our software and web site and do not
anticipate earning any revenues until sometime next year. As mentioned above, we
will  require  additional  financing  in  order  to  pursue  this business plan.


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

     None

Item  2.  Changes  in  Securities

     None

Item  3.  Defaults  upon  Senior  Securities

     None

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

     None

Item  5.  Other  Information

     None


<PAGE>

Item  6.  Exhibits  and  Reports  on  Form  8-K.

EXHIBITS

     None

REPORTS  ON  FORM  8-K

None


<PAGE>


                                   SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

FIRST CYPRESS TECHNOLOGIES, INC.

Date:   May 14, 2002



By:  /s/ Robert Rosner
    ----------------------------
     Robert Rosner
     President, CEO and Director