<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                         AMENDMENT NO. 1 TO 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  September  30,  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 No.)
incorporation  or  organization)


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

                                 Not Applicable
              ----------------------------------------------------
              (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: 20,362,500 Post-Split Shares of $.001
par  value  Common  Stock  outstanding  as  of  November  15,  2002.



<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements

                                       3

<PAGE>




                                First  Cypress  Technologies,  Inc.
                                (A  Development  Stage  Company)
                                Interim  Financial  Statements
                                For  the  nine-month  periods  ended
                                September  30,  2002  and  2001
                                (Unaudited  -  Expressed  in  US  Dollars)



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

Interim  Financial  Statements

     Balance  Sheets

     Statements  of  Changes  in  Capital  Deficit

     Statements  of  Operations

     Statements  of  Cash  Flows

     Notes  to  Financial  Statements



<PAGE>










                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                                          Interim Balance Sheets
                                                       (Expressed in US Dollars)




<TABLE>
<CAPTION>
                                   September 30    December 31
                                           2002           2001
---------------------------------------------------------------
                                    (Unaudited)
<S>                               <C>             <C>

Assets

Current
  Cash                            $         222   $        313
===============================================================

Liabilities and Capital Deficit

Current
  Accounts payable and
   accrued liabilities            $      41,884   $     55,503
  Due to stockholder (Note 2)           148,138        107,552
                                  -----------------------------
Total liabilities                       190,022        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               (221,450)      (194,392)
                                  -----------------------------


Total capital deficit                  (189,800)      (162,742)
                                  -----------------------------

Total Liabilities and
 Capital Deficit                  $         222   $        313
===============================================================


</TABLE>



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



<PAGE>



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


From the period September 14, 1999 (inception) to September 30, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                      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            -        -         -    (27,058)    (27,058)
                      ---------  -------  --------  ----------  ----------

Balance,
September 30, 2002    7,057,500  $ 7,058  $ 24,592  $(221,450)  $(189,800)
                      ====================================================

</TABLE>

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



<PAGE>



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


                                                                               Period from
                                  For the three-month    For the nine-month  September 14
                                  periods ended          periods ended         1999
                                  September 30           September 30         (inception) to
                             -----------------------------------------------   September 30
                               2002         2001         2002         2001         2002
---------------------------------------------------------------------------------------------

<S>                         <C>          <C>          <C>          <C>          <C>

Expenses
 Interest and bank charges  $    2,737   $    1,828   $    7,444   $    5,010   $   18,441
 Management fees
  (Note 3)                       3,000        3,000        9,000        9,000       22,000
 Other                              25            -          463            -        1,704
 Professional fees               3,997          205        5,651        8,533      147,805
 Rent and office
  services (Note 3)              1,500        1,500        4,500        4,500       16,500
 Software development                -            -            -            -       15,000
                            ---------------------------------------------------------------

Net loss and
 comprehensive loss
 for the period             $  (11,259)  $   (6,533)  $  (27,058)  $  (27,043)  $ (221,450)
===========================================================================================
Loss per share -
 basic and diluted          $   (0.002)  $   (0.001)  $   (0.004)  $   (0.004)  $   (0.033)
===========================================================================================
Weighted average
 shares
 outstanding                 7,057,500    7,057,500    7,057,500    7,057,500    6,773,150
===========================================================================================

</TABLE>



<PAGE>




                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)

                                                Interim Statements of Cash Flows
                                           (Unaudited - Expressed in US Dollars)
<TABLE>
<CAPTION>


                                                                  Period from
                                             For the nine-month   September 14
                                             periods ended        1999
                                             September 30         (inception) to
                                       -------------------------  September 30
                                               2002       2001        2002
--------------------------------------------------------------------------------
<S>                                   <C>             <C>        <C>


Cash flows from operating activities
 Net loss for the period              $     (27,058)  $(27,043)  $(221,450)
 Adjustments to reconcile
  net loss for the period to
  cash used in operating
  activities
 Interest accrued on
  stockholder loan                            7,353      4,940      18,079
 Increase (decrease) in
  liabilities
 Accounts payable and
  accrued liabilities                       (13,619)     4,108      41,884
                                      -------------------------------------
   Cash used in
    operating activities                    (33,324)   (17,995)   (161,487)
                                      -------------------------------------

Cash flows from
 financing activities
 Loans from stockholder                      33,233     18,132     130,059
 Proceeds from
  issuance of
  share capital                                   -          -      31,650
                                      -------------------------------------

   Cash provided by
    financing activities                     33,233     18,132     161,709

Increase (decrease) in
 cash during the period                         (91)       137         222

Cash,
 beginning of period                            313        427           -

Cash,
 end of period                        $         222   $    564   $     222
                                      -------------------------------------
Supplemental information
===========================================================================
Interest and
 taxes paid                           $           -   $      -   $       -
===========================================================================
</TABLE>




<PAGE>


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

September  30,  2002  and  2001
-------------------------------

1.  Basis  and  Presentation  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 was 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.  In October 2002, the Company
completed  the  acquisition of the "Money Club Financial" business concept (Note
4), website, certain technology and the business plan and intends to pursue this
opportunity.  The  Money Club Financial business plan involves entering into the
alternative  financial  services  market  in  order to provide check cashing and
short-term  loans  to  fixed  and lower income individuals in North America.  To
date,  the Money Club Financial business concept has not generated any revenues.

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 September
30,  2002,  the  Company has recognized no revenue and has accumulated operating
losses  of  $221,450  since  its  inception, has a working capital deficiency of
$189,800 and has been relatively inactive through the period ended September 30,
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 Money Club Financial operations and
the  Company's  capital requirements.  It is management's intention to raise new
equity  financing  of up to $2 million within the upcoming year.  Amounts raised
will  be  used  to commercialize the Money Plan Financial business concept (Note
4),  undertake  an  advertising  and  marketing  campaign  and  make  necessary
acquisitions  to  commence  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 Interim Financial Statements
                                           (Unaudited - Expressed in US Dollars)

September 30, 2002 and 2001
---------------------------

2.  Due  to  Stockholder
------------------------
Amounts  due  to  the  Company's president are unsecured and repayable on demand
with  interest  at  8%  per annum.  Interest expense accrued in respect of these
advances  totalled  $7,353  for the nine months ended September 30, 2002 (2001 -
$4,940).

3.  Related  Party  Transactions
--------------------------------

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

                                                                 For  nine-month
                                                                 periods  ended
                                                                 September  30

                                                                 2002   2001
                                                              -----------------
Rent and office services paid to the President of the Company $  4,500 $  4,500
Management  fees  paid  to  the  President  of  the  Company  $  9,000  $  9,000

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

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


4.  Subsequent  Events
----------------------

a)  On  October 8, 2002, the Company issued and redeemed the shares necessary to
complete  the  acquisition  of  the "Money Club Financial" business concept, web
site,  technology and business plan (the "Assets").  The Assets were acquired in
consideration  for  the issuance of 15,000 shares of the Company's common stock.
Concurrent  with  the  closing of this acquisition, the Company's president also
transferred  to the vendor an additional 500,000 shares of his common stock.  No
consideration is payable by the Company to the Company's president in respect of
this  transfer.

In  connection  with the acquisition, on October 8, 2002 the Company's directors
surrendered 3,000,000 shares of common stock of the Company for cancellation for
nil consideration. The surrender of shares for cancellation by the directors and
the  transfer of shares by the Company's president to the vendor were conditions
precedent to the closing of the acquisition of the Assets under the terms of the
Acquisition  Agreement.

The  Money  Club  Financial business plan involves entering into the alternative
financial services market in order to provide short-term loans to individuals in
the  fixed  and lower income bracket in North America. The Company currently has
limited financial resources and will require significant additional financing in
order  to  commercialize  this  business  concept.


<PAGE>




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

September 30, 2002 and 2001
---------------------------

4.  Subsequent  Events  -  Continued



The  purchase  will  be  recorded  in the Company's fourth quarter as an expense
based  upon  the  trading  price  of  the Company's common stock on the date the
acquisition  was  agreed  to.



b)  On  October  14,  2002,  the  Company  completed a five for one split of its
common  stock  effected  by a stock dividend to the Company's stockholders.  The
effects  of  the  stock  split  have  not  been  recognized  in  these financial
statements.

5.  Comparative  Figures
------------------------

Certain  comparative  figures have been reclassified to conform with the current
year's  presentation.

6.  New  Accounting  Pronouncements
-----------------------------------

In  April  2002,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard ("SFAS") No. 145, "Rescission of FASB
Statements  No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections".  This  Statement  rescinds  the  requirement  to  report gains and
losses from extinguishment of debt as an extraordinary item.  Additionally, this
Statement  amends  Statement 13 to require sale-leaseback accounting for certain
lease  modifications  that  have  economic  effects  similar  to  sale-leaseback
transactions.  The  provisions  of  this  Statement  relating to Statement 4 are
applicable in fiscal years beginning after May 15, 2002.  The provisions of this
Statement related to Statement 13 are effective for transactions occurring after
May  15,  2002.  All  other  provisions  of  this  Statement  are  effective for
financial  statements issued on or after May 15, 2002.  The adoption of SFAS No.
145  did  not  have  a  material  effect  on the Company's financial statements.

SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146") provides guidance on the recognition and measurement of liabilities
for  costs  associated with exit or disposal activities.  The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002.  The Company is currently reviewing SFAS 146 to determine the
impact  upon  adoption.


                                       11


<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

We  closed  the  acquisition  of  the  "MoneyClub  Financial"  business concept,
website,  technology  and business plan on September 26, 2002.  The certificates
for  the  common  shares  issuable  and  redeemed  pursuant  to  the acquisition
agreement  were  exchanged  on  October  8,  2002.  Our plan of operations is to
pursue  the  development  and  commercialization  of  the  "MoneyClub Financial"
business.  The  business  plan  involves development of a financial services and
lending business that would concentrate on between-pay-day loans and title loans
on  automobiles.  The  business plan would include a "Club" component to attract
repeat  business.  Customers  would  receive points based on their loan business
with  us  and would be able to use these points to obtain discounts on purchases
of  goods.  We  would negotiate with targeted retailers and wholesalers of goods
in  order  to  obtain bulk pricing which we could then offer to our customers in
exchange  for  their  "Club"  points.

Our  plan  of  operations  for  the "MoneyClub Financial" business over the next
twelve  months  is  as  follows:

1.   We  plan  to  open  a  head  office and retail store location in Las Vegas,
     Nevada  by  January  2003.  The cost to open the store, including leasehold
     improvements,  initial  advertising  and  set  up,  is  anticipated  to  be
     approximately  $65,000.  The  initial  stage  will  have  approximately six
     employees.

2.   We  plan  to  commence  our  initial lending business through our Las Vegas
     store  in January 2003. In order to commence business through the store, we
     anticipate we will need a minimum of $100,000 in order to enable us to have
     sufficient  financing  to  commence  loans  to  customers.

3.   We plan to offer and advertise our services on the Internet. Our plan is to
     enable  our  customers  to  apply  for  credit online through the Internet.

4.   We  plan  to  open up eight additional stores during the twelve months. The
     number  of  stores  that we are able to acquire is subject to financing and
     our  ability to complete acquisitions. We plan on targeting smaller, single
     outlet  operations  for  acquisition. We plan to negotiate acquisitions for
     our common stock, rather than cash, where possible. We anticipate that each
     new  store  will  require  approximately  $65,000  in  start-up costs and a
     minimum  of  $100,000 in capital for lending. We anticipate each store will
     have  approximately  six  employees.

We  currently  have  minimal  cash  reserves  and  a significant working capital
deficit.  Accordingly,  our  ability  to  pursue  our  plan  of  operations  is
contingent  on  our  being  able to obtain funding for the "MoneyClub Financial"
business.  We  have  commenced  an  offering  of  convertible  debentures in the
principal  amount  of up to $2,000,000 to persons who are "accredited investors"
in  private  placement  transactions.  The  convertible  debentures  will  be
convertible  into shares of our common stock.   There is no assurance we will be
able  to  raise  any  funds  through  this  offering.

                                       12

<PAGE>

We  have no current arrangements for financing and there is no assurance that we
will  be  able  to  raise  the  financing  necessary to proceed with our plan of
operations.  If  we  are  not  able to achieve all financings necessary, then we
will  have  to  scale  back  our plan of operations to the extent of our capital
resources.  In  view  of  our  financial position, there is no assurance that we
will  be  able  to generate revenues from our plan of operations or that we will
realize  a  profit.  Investors  are  cautioned  that  our  ability to succeed is
conditioned  on  many  factors,  including:

1.   our  ability  to  raise  the  necessary  financing;

2.   our  ability  to  compete  in  the  "pay  day"  loan  market;

3.   our ability to convince consumers that the "MoneyClub Financial" concept is
     preferable  to  services  offered  by  competitors;

4.   our  ability to obtain viable locations for the establishment of our retail
     stores;

5.   our  ability  to conduct a successful marketing and advertising campaign in
     order  to  make  consumers  aware  of  our  products  and  services;

6.   our  ability  to  achieve  a  return  on  capital  through "pay day" loans.
     Investors  are cautioned that if our customers default on their loans, then
     we  may  not  have  sufficient  capital  resources in order to enable us to
     recover  the  funds  advanced  to  customers.



The  acquisition  of the Money Club Financial assets will be accounted for as an
organizational or start-up cost during our fourth quarter based upon the trading
price  of  our  common  stock  on  the  date  the  acquisition  was  agreed  to.




ITEM  3.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date  of this report. This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr.  Robert  Rosner.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us required to be included in our periodic SEC filings.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.

Item  2.  Changes  in  Securities

                                       13

<PAGE>


We  closed  the  acquisition of the "Money Club Financial" business concept, web
site,  technology  and  business  plan  (the  "Assets") on September 26, 2002 in
consideration  for  the  issue of 15,000 (pre-split) shares of its common stock.
The  Assets  were  acquired  from  Ms.  Elaine  Lugo  pursuant to an acquisition
agreement  between  First  Cypress  and  Ms.  Lugo dated September 26, 2002 (the
"Acquisition  Agreement"). The shares were issued to Ms. Lugo on October 8, 2002
pursuant  to  Section  4(2)  of  the Securities Act of 1933. Concurrent with the
closing  of this acquisition, Mr. Robert Rosner, president and the sole director
of  First  Cypress,  surrendered  500,000  (pre-split) shares of common stock of
First  Cypress  for cancellation and transferred to Ms. Lugo 500,000 (pre-split)
shares  of  his  common  stock for a purchase price of $500. Mr. Rosner now owns
1,500,000  (pre-split) shares of the Company's common stock on completion of the
Acquisition.  Mr.  Carl  Chow,  the  former secretary and treasurer and a former
director  of  First  Cypress, surrendered 2,500,000 (pre-split) shares of common
stock  of  First  Cypress for cancellation concurrent with the Closing. Mr. Chow
has  ceased  to  be an officer or director of the Company and no longer owns any
shares of First Cypress's common stock. The surrender of shares for cancellation
by  Mr. Chow and Mr. Rosner and the transfer of shares by Mr. Rosner to Ms. Lugo
were  conditions precedent to the closing of the acquisition of the Assets under
the  terms  of  the  Acquisition  Agreement.

We  completed a one to five stock split by the issue to each of the shareholders
of  the  Company of record on October 14, 2002 a total of four additional shares
of the Company's common stock for each outstanding share of the Company's common
stock  held  by  each  shareholder.

Item  3.  Defaults  upon  Senior  Securities

None

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

No  matters  were submitted to our security holders for a vote during the fiscal
quarter  ended  September  30,  2002.

Item  5.  Other  Information

None

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

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K

Exhibit
Number    Description of Exhibit
--------  ----------------------------------------------------------------------
99.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
          Section  906  of  the  Sarbanes-Oxley  Act  of  2002  (1)
--------------------------------------------------------------------------------

(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB
--------------------------------------------------------------------------------



REPORTS  ON  FORM  8-K

Current  Report  on Form 8-K filed on October 7, 2002 disclosing the acquisition
of  the  "Money  Club  Financial"


                                       14

<PAGE>


business  concept,  web  site,  technology  and  business  plan.

                                       15

<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:     December  17,  2002




By:  /s/ Robert  Rosner
     ---------------------------
     Robert  Rosner
     President,  Secretary,  Treasurer
     Chief  Executive  Officer  and  Chief  Financial  Officer Director


<PAGE>
                                 CERTIFICATIONS

I,  Robert  Rosner, Chief Executive Officer and Chief Financial Officer of First
Cypress  Technologies,  Inc.  (the  "Registrant"),  certify  that;



(1)  I  have  reviewed  this  quarterly  report  on  Form10-QSB of First Cypress
     Technologies,  Inc.,  as  amended;



(2)  Based  on  my  knowledge, this quarterly 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  quarterly  report;

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

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  December  17,  2002        /s/ Robert  Rosner
                                  ___________________________________
                                   (Signature)


                                   President  and  Chief  Executive  Officer
                                   Treasurer  and  Chief  Financial  Officer
                                   -----------------------------------------
                                   (Title)


                                       17