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 SEPTEMBER 30, 2002

                         Commission file Number: 0-32355

                     CYOP SYSTEMS INTERNATIONAL INCORPORATED
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0222927
                     (I.R.S. Employer Identification Number)

                                    Suite 406
                              1040 Hamilton Street
                           Vancouver, British Columbia
                                     V6B 2R9
                    (Address of principal executive offices)

                                 (604) 688-8859
                           (Issuer's telephone number)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 28,439,975 common shares as at
September 30, 2002

Transitional Small Business Disclosure Format (check one):  Yes [_]    No [X]
<PAGE>
                     CYOP SYSTEMS INTERNATIONAL INCORORATED

                                      INDEX
PART 1.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Balance Sheet as of December 31, 2001 and September 30, 2002

              Statement of Income for the period ended
              September 30, 2002

              Consolidated Statements of Cash Flows for the period ended
              September 30, 2002

              Consolidated Statements of Changes in Stockholders' Equity

              Notes to Consolidated Financial Statements

     Item 2   Management Discussion and Analysis

PART II. OTHER INFORMATION

     Item 1   Legal Proceedings

     Item 2   Changes in Securities

     Item 3   Defaults Upon Senior Securities

     Item 4   Submission of Matters to a Vote of Security Holders

     Item 5   Other Information

     Item 6   Exhibits and Reports on Form 8K

     SIGNATURES
<PAGE>
                       CYOP SYSTEMS INTERNATIONAL
                       INCORPORATED & SUBSIDIARIES

                       Consolidated Financial Statements
                       (Expressed in U.S. Dollars)

                       September 30, 2002
                       (Unaudited)

                       Index

                       Consolidated Balance Sheets
                       Consolidated Statement of Stockholders' Deficiency
                       Consolidated Statements of Income
                       Consolidated Statements of Cash Flows
                       Notes to Consolidated Financial Statements
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Consolidated Balance Sheets
(Unaudited)
(Expressed in U.S. Dollars)
=============================================================================
                                               September 30       December 31
                                                       2002              2001
-----------------------------------------------------------------------------
ASSETS
Current
  Cash and cash equivalents                   $       1,287      $      1,852
  Cash with processors                                4,450                 -
  Accounts receivable                                27,987           178,910
  Demand loan, unsecured                             38,629                 -
  Demand loan, interest at 12% per annum and
    unsecured                                             -            14,472
  Due from director, non interest bearing
    and unsecured                                         -           105,738
  Prepaid expenses and deposit                            -            49,191
------------------------------------------------------------------------------
Total current assets                                 72,353           350,163
Note receivable related party (Note 7)            1,565,452         1,565,452
Intellectual property (Note 8)                      158,300

Fixed assets (Note 4)                                63,733           222,646
------------------------------------------------------------------------------
Total assets                                  $   1,859,838      $  2,138,261
==============================================================================
LIABILITIES
Current
  Bank overdraft                              $                  $     18,604
  Demand loans (Note 6)                             145,370           452,676
  Demand loans related party (Note 6)                44,625            50,000
  Accounts payable and accrued liabilities          155,937           586,139
  Payroll deductions payable                              -           362,115
  Short-term loan (Note 6)                          212,725           228,421
  Investor deposit                                        -            10,000
  Funds held on deposit (Note 14)                    32,017                 -
------------------------------------------------------------------------------
Total current liabilities                           590,674         1,707,955
Deferred revenue (Note 7)                         2,270,394         2,270,394
------------------------------------------------------------------------------
Total Liabilities                                 2,861,068         3,978,349
==============================================================================
Nature and continuance of operations (Note 1)
Commitments (Note 10)

STOCKHOLDERS' (DEFICIENCY)
Share capital
  Authorized:
       100,000,000 shares of common stock
         with a par value of $0.0001
         per share
  Issued, allotted and outstanding:
        28,439,975 shares of common stock             2,844             2,844
Additional paid-in capital                          221,627           219,127
Accumulated other comprehensive income              135,450           133,194
Deficit accumulated                              (1,361,151)       (2,195,253)
------------------------------------------------------------------------------
Total stockholders' (deficiency)                 (1,001,230)       (1,840,088)
------------------------------------------------------------------------------
Total liabilities and stockholders'
  (deficiency)                                $   1,859,838      $  2,138,261
==============================================================================
<PAGE>



CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Consolidated Statement of Stockholders' Deficiency
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
=================================================================================================================================
                                                                                                      Accumulated
                                                                         Compre-                         other              Total
                                 Common stock            Additional      hensive                       compre-             Stock-
                            ---------------------           paid-in       income          Deficit      hensive           holders'
                            Shares         Amount           capital       (loss)      accumulated       income       (deficiency)
---------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>          <C>                          <C>              <C>          <C>
Balance,
  December 31, 2001         28,439,975    $   2,844    $    219,127                 $ (2,195,253)    $ 133,194    $   (1,840,088)

Imputed interest on loan
  due to a related party             -            -           2,500                                          -              2,500

Other comprehensive income
- foreign currency
    translation adjustment           -            -               -                             -        2,256              2,256

Comprehensive income
  - net income for
      the period                     -            -               -      834,102          834,102            -            834,102
---------------------------------------------------------------------------------------------------------------------------------
                                                                       $ 834,102
                                                                    -------------
Balance,
  September 30, 2002        28,439,975        2,844         221,627                    (1,361,151)    135,450        (1,001,230)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Consolidated Statements of Income
(Unaudited)
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
==========================================================================================================================
                                                           For the Three Months Ended          For the Nine Months
                                                                  September 30                  Ended September 30
                                                              2002            2001            2002             2001
--------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>             <C>             <C>
Revenue
  Interest income                                                44,947                -          89,894                -
  License fees                                                        -                -         240,000                -
  Service fees                                                    4,693                -          82,544                -
  Ad sales                                                       29,666                -         138,234
--------------------------------------------------------------------------------------------------------------------------
                                                                 79,306                -         550,672                -

  Cost of sales                                                  48,157                -         269,556                -
--------------------------------------------------------------------------------------------------------------------------
Gross profit                                                     31,149                -         281,116                -

Advertising and promotion expenses                             (24,772)             (61)        (40,199)        (100,676)
Commissions                                                    (11,464)                -        (36,169)                -
Software development costs                                            -           73,057        (94,368)        (285,802)
Gain on disposal of a subsidiary (Note 13)                            -                -       1,017,262                -
General and administrative expenses
  Accounting and audit                                          (5,073)          (5,804)        (23,518)         (30,888)
  Automobile                                                   (11,000)         (13,645)        (20,398)         (43,301)
  Bank charges and interest                                     (8,973)         (28,895)        (30,625)         (96,591)
  Depreciation of fixed assets                                  (5,167)          (1,904)        (16,794)          (5,594)
  Foreign exchange (gain) loss                                 (12,007)         (45,120)        (10,274)         (54,336)
  Hosting fees                                                 (44,947)                -        (89,894)                -
  Legal and other professional fees                             (1,929)         (45,372)         (2,799)        (119,224)
  Loss on disposal of asset                                           -              127               -         (31,926)
  Office and miscellaneous                                     (13,053)         (17,894)        (13,876)         (64,353)
  Rent                                                         (14,678)          (8,814)        (28,801)         (43,473)
  Salaries and benefits                                               -         (42,460)        (34,599)        (117,171)
  Telephone and bandwidth                                      (12,547)          (8,791)        (21,617)         (15,335)
  Travel                                                          (345)            (121)           (345)          (7,024)
--------------------------------------------------------------------------------------------------------------------------

Net Income for the period                                     (134,806)        (145,697)         834,102      (1,015,694)
==========================================================================================================================
Loss per share
    Basic                                                        (0.01)           (0.01)            0.03           (0.02)
    Diluted                                                      (0.01)           (0.01)            0.03           (0.02)
==========================================================================================================================
Weighted average number of
  common shares outstanding
    Basic                                                    28,439,975       28,439,975      28,439,975       28,439,975
    Diluted                                                  28,439,975       28,439,975      28,439,975       28,439,975
==========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------

                                                              For the Three Months             For the Nine Months
                                                              Ended September 30,              Ended September 30,
                                                             2002             2001            2002             2001
--------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>               <C>             <C>
Cash flows from (used in) operating activities
Net (loss) income for the year                                (134,807)        (145,697)         834,102      (1,015,694)
Non-cash adjustments
    - depreciation of fixed assets                                5,167           15,761          26,581           49,500
    - fixed asset write off                                           -            (183)               -           31,542
    - loss on disposal of asset                                       -               56               -              384
    - imputed interest on related party loan                          -                -           2,500                -
    - exchange  (gain) loss on fixed assets                           -            7,729               -           10,819
--------------------------------------------------------------------------------------------------------------------------
                                                              (129,640)        (122,334)         863,183        (923,449)
  Changes in assets and liabilities:
    - deposits                                                        -            1,250               -         (24,423)
    - accounts receivable                                       (3,828)        (100,473)         150,923        (120,508)
    - refundable tax credits                                          -           11,785               -           16,808
    - demand loans                                              (5,375)         (37,666)       (458,051)        (153,370)
    - prepaid expenses                                                -           12,023          49,191           22,176
    - accounts payable and accrued liabilities                   31,207           19,966       (425,513)          338,305
    - payroll deductions payable                                      -                -       (359,245)                -
    - player funds on deposit                                    32,017                -          32,017                -
--------------------------------------------------------------------------------------------------------------------------
                                                               (75,619)        (215,449)       (147,495)        (844,461)
--------------------------------------------------------------------------------------------------------------------------
Cash flows used in investing activities
  Increase in demand loan receivable                            101,108                -          98,301                -
  Purchase of fixed assets                                            -                -       (158,300)          (6,186)
  Disposal of fixed assets                                            -                -         125,766            6,806
--------------------------------------------------------------------------------------------------------------------------
                                                                101,108                -          65,767              620
--------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
  Shares issued for cash                                              -                -               -           62,200
  Cancellation of shares allotted                                     -                -               -                -
  Proceeds from short term loans                               (26,000)          152,113         102,967          378,501
  Proceeds from demand loans                                          -         (42,393)                          254,018
--------------------------------------------------------------------------------------------------------------------------
                                                               (26,000)          109,720         102,967          694,719
--------------------------------------------------------------------------------------------------------------------------
Foreign exchange gain (loss) on cash held in
  foreign currency                                                1,250          102,687           1,250          104,535
--------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                  (509)          (3,042)          21,239         (44,587)

Cash, beginning of period                                         4,997         (12,065)        (16,752)           29,480
--------------------------------------------------------------------------------------------------------------------------

Cash (deficiency), end of period                            $     5,737     $   (15,107)      $    5,737      $  (15,107)
==========================================================================================================================
Cash represented by:
  Cash                                                      $     1,287     $      6,336      $    1,287      $     6,336
  Cash with processors                                            4,450         (21,443)           4,450         (21,443)
--------------------------------------------------------------------------------------------------------------------------
                                                            $     5,737     $   (15,107)      $    5,737      $  (15,107)
==========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
1.       Nature and Continuance of Operations

         The Company was incorporated on October 29, 1999 in the name of Triple
         8 Development Corporation under the laws of the State of Nevada to
         engage in any lawful business or activity for which corporations may be
         organized under the laws of the State of Nevada. The Company changed
         its name to CYOP Systems International Incorporated ("CYOP") on October
         30, 2000. On November 3, 2000, the Company acquired 100% of the issued
         and outstanding shares of CYOP Systems Inc., Barbados ("CYOP
         Barbados"). This transaction was accounted for as a reverse acquisition
         recapitalization (see Note 3).

         CYOP Barbados was incorporated under the laws of Barbados on June 20,
         2000. On August 31, 2000, CYOP Barbados acquired 100% of the issued and
         outstanding shares of Moshpit Entertainment Inc., Canada ("Moshpit"), a
         company incorporated under the laws British Columbia, Canada. CYOP
         Barbados sold 100% of the issued and outstanding shares of Moshpit by
         an agreement dated April 1, 2002 to a former shareholder and the sole
         director. The agreement provide for Moshpit to provide hosting to CYOP
         as well as any further software development on a contract basis as CYOP
         focuses on sales and marketing of the financial transaction platform
         for on-line video games.

         The Company, and its subsidiary, is a provider of multimedia
         transactional technology solutions and services for the entertainment
         industry. The Company's range of products and services include
         financial transaction platforms for on-line video games and integrated
         e-commerce transaction technology for on-line merchants. These services
         are considered as one segment only based on internal organizational
         structure.

         These consolidated financial statements have been prepared using the
         generally accepted accounting principles applicable to a going concern
         which contemplates the realization of assets and the satisfaction of
         liabilities and commitments in the normal course of business. The
         Company has suffered recurring losses from operations and has a net
         capital deficiency. The ability of the Company to continue as a going
         concern is dependent upon many factors, including the ability of the
         Company to obtain financing to fund working capital requirements, the
         degree of competition encountered by the Company, technology risks,
         government regulation and general economic conditions. The Management's
         plan in this regard is to raise equity financing as required and keep
         abreast with the multimedia technology. These consolidated financial
         statements do not include any adjustments that might result from this
         uncertainty.

2.       Significant Accounting Policies

(a)      Basis of Consolidation

                  These consolidated financial statements, prepared in
                  accordance with accounting principles generally accepted in
                  the United States of America, include the accounts of the
                  Company and its subsidiary CYOP Barbados. Significant
                  inter-company accounts and transactions have been eliminated.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.       Significant Accounting Policies (continued)

(b)      Basis of Presentation

                  These interim consolidated financial statements have been
                  prepared using the same accounting policies and methods of
                  their application as the most recent annual consolidated
                  financial statements of the Company. These interim
                  consolidated financial statements do not include all
                  disclosures normally provided in the annual consolidated
                  financial statements and should be read in conjunction with
                  the Company's audited consolidated financial statements for
                  the year ended December 31, 2001. In management's opinion, all
                  adjustments necessary for fair presentation have been included
                  in these interim consolidated financial statements. Interim
                  results are not necessary indicative of the results expected
                  for the fiscal year. Certain comparative figures have been
                  reclassified to conform to the current period's presentation.

(c)      Accounting Estimates

                  The preparation of financial statements in conformity with US
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amount of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amount of revenues and expenses during the
                  period. Actual results may differ from those estimates.

(d)      Cash Equivalents

                  Cash equivalents usually consist of highly liquid investments
                  which are readily convertible into cash with maturity of three
                  months or less when purchased.

(e)      Fixed Assets

                  Fixed assets are recorded at historical cost. Depreciation is
                  charged to earnings in amounts sufficient to allocate the
                  costs over their estimated useful lives, as follows:

                  Audio and visual equipment         20% declining-balance basis
                  Computer hardware                  30% declining-balance basis
                  Computer software                 100% declining-balance basis
                  Office furniture and equipment     20% declining-balance basis

(f)      Revenue recognition

                  The Company derives revenue from providing services on
                  software development and online internet transaction platform
                  maintenance. Service revenues are recognized when services
                  have been performed and delivered in accordance with service
                  agreements, the Company has no significant remaining
                  performance requirements, there are no material uncertainties
                  regarding customer acceptance and collection of the resulting
                  receivable is deemed probable.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.       Significant Accounting Policies (continued)

(g)      Software Development Costs

                  Software development costs incurred prior to the establishment
of technological feasibility are charged to expenses as incurred.

(h)      Advertising and Promotion

                  The Company expenses advertising and promotion costs as
                  incurred. Total advertising and promotion costs charged to
                  expenses for the nine months ended September 30, 2002 amounted
                  to $40,199 (September 30, 2001 - $100,676).

(i)      Comprehensive Income

                  The Company has adopted SFAS No. 130, "Reporting Comprehensive
                  Income", which establishes standards for reporting and display
                  of comprehensive income, its components and accumulated
                  balances. The Company is disclosing this information on its
                  consolidated Statement of Stockholders' Equity. Comprehensive
                  income comprises equity except those resulting from
                  investments by owners and distributions to owners. SFAS No.
                  130 did not change the current accounting treatments for
                  components of comprehensive income.

(j)      Financial Instruments and Concentration of Risks

                  Fair value of financial instruments are made at a specific
                  point in time, based on relevant information about financial
                  markets and specific financial instruments. As these estimates
                  are subjective in nature, involving uncertainties and matters
                  of significant judgement, they cannot be determined with
                  precision. Changes in assumptions can significantly affect
                  estimated fair values.

                  The carrying value of cash and cash equivalents, accounts
                  receivable, demand loan receivable, demand loans payable,
                  accounts payable and accrued liabilities, and short-term loans
                  approximate their fair values because of the short-term
                  maturity of these instruments.

                  Financial instruments that potentially subject the Company to
                  concentration of credit risk consist of accounts receivable,
                  demand loan receivable, the balances of which are stated on
                  the balance sheet. The Company performs ongoing credit
                  evaluations of its customers and debtors and maintains
                  allowances for possible losses with, when realized, have been
                  within the range of management's expectations. The Company
                  places its cash in high credit quality financial institutions.
                  The Company does not require collateral or other security to
                  support financial instruments subject to credit risk.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
2.       Significant Accounting Policies (continued)

(k)      Net Income (Loss) Per Share

                  Basic net income (loss) per share are computed using the
                  weighted-average number of shares of common stock outstanding
                  during the period. Diluted net income (loss) per share
                  incorporates the incremental shares issuable upon the assumed
                  exercise of stock options and other dilutive securities.

(l)      Stock-based Compensation

                  The Company has adopted the disclosure-only provisions of SFAS
                  No. 123, "Accounting for Stock-based Compensation". SFAS 123
                  encourages, but does not require, companies to adopt a fair
                  value based method for determining expense related to
                  stock-based compensation. The Company accounts for stock-based
                  compensation issued to employees and directors using the
                  intrinsic value method as prescribed under Accounting
                  Principles Board Opinion No. 25, "Accounting for Stock Issued
                  to Employees" and related interpretations.

3.       Acquisition of CYOP Systems Inc., Barbados

         On November 3, 2000, the Company acquired 100% of the issued and
         outstanding common shares of CYOP Barbados by issuing 9,000,000 shares,
         which are presented as outstanding for all periods presented. As the
         Company was a non-operating shell company, the transaction resulted in
         the management of CYOP Barbados having effective operating control of
         the combined company, with the shareholders of the Company continuing
         only as passive investors. Accounting principles applicable to reverse
         acquisition recapitalization have been applied to record this
         transaction. Under this basis of accounting, CYOP Barbados has been
         identified as the acquirer and, accordingly, the combined company is
         considered to be a continuation of the operations of CYOP Barbados with
         the net liabilities of the Company deemed to have been assumed by CYOP
         Barbados. Statements of operations present primarily the operations of
         Barbados. Pro-forma information is not presented, as the transaction is
         not considered a business combination.

         The net liabilities of the Company assumed by CYOP Barbados are
summarized as follows:
         ---------------------------------------------------------------------
         Current assets                                          $     2,399
         Current liabilities                                         (12,100)
         ---------------------------------------------------------------------
         Net liabilities assumed                                 $    (9,701)
         =====================================================================
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
4.       Fixed assets
         -----------------------------------------------------------------------------------------------------------------
                                                                                  September 30, 2002
         -----------------------------------------------------------------------------------------------------------------
                                                                            Cost          Accumulated            Net book
                                                                                         depreciation               Value
         -----------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                    <C>               <C>
         Audio and visual equipment                                $      21,558          $     7,063       $      14,495
         Computer hardware                                                60,864               16,658              44,206
         Computer software                                                 3,088                3,088                   -
         Office furniture and equipment                                    9,227                4,195               5,032
         -----------------------------------------------------------------------------------------------------------------

         Total                                                     $      94,737              $31,004        $     63,733
         =================================================================================================================

         -----------------------------------------------------------------------------------------------------------------
                                                                                   December 31, 2001
         -----------------------------------------------------------------------------------------------------------------
                                                                            Cost          Accumulated            Net book
                                                                                         depreciation               Value
         -----------------------------------------------------------------------------------------------------------------

         Audio and visual equipment                                $      21,578          $     5,957        $     15,621
         Computer hardware                                               284,526               84,237             200,289
         Computer software                                                 3,090                3,090                   -
         Office furniture and equipment                                    9,402                2,666               6,736
         -----------------------------------------------------------------------------------------------------------------
         Total                                                     $     318,596          $    95,950        $    222,646
         =================================================================================================================
         For the nine months ended September 30, 2002, depreciation expenses
         charged to software development costs and general and administrative
         expenses were $26,581 (2001 - $49,500).

5.       Software Development Costs
         -----------------------------------------------------------------------------------------------------------------
                                                                                        September 30          December 31
                                                                                                2002                 2001
         -----------------------------------------------------------------------------------------------------------------
         Balance, beginning of period                                                    $         -        $         100
         Salaries and benefits                                                                84,581              454,840
         Depreciation on fixed assets                                                          9,787               40,118
         -----------------------------------------------------------------------------------------------------------------
                                                                                              94,368              495,058
         Costs charged to expenses                                                            (94,368)                  -
         Costs charged to sale of software                                                         -             (495,058)
         -----------------------------------------------------------------------------------------------------------------
         Balance, end of period                                                          $         -        $           -
         =================================================================================================================
</TABLE>
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
6.  Loans

(a) Demand Loans
    ---------------------------------------------------------------------------------------------------------
                                                                            September 30    December 31 2001
                                                                                    2002
    ---------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
    i.   Interest at the Bank of Montreal's prime lending rate
         of 6.0% plus 1.5% per annum and unsecured:
           - Cyber Roads Inc.                                                         -            $ 178,519
           - Tapijkabouter BV                                                         -               99,157
    ---------------------------------------------------------------------------------------------------------
                                                                                      -              277,676
    ii.  Interest at the Hongkong Bank of Canada's prime lending
         rate of 6.0% plus 1% per annum and unsecured:
           - Ameera Group Inc.                                                        -               75,000

    iii. Non-interest bearing and unsecured:
           - Tapijkabouter BV                                                         -              100,000

    iv.  Non-interest bearing and unsecured                                      145,370
    ---------------------------------------------------------------------------------------------------------

    Total                                                                        145,370         $   452,676
    =========================================================================================================

(b) Demand Loans Related Party

    ---------------------------------------------------------------------------------------------------------
                                                                            September 30        December 31
                                                                                    2002               2001
    ---------------------------------------------------------------------------------------------------------
    ii.  Non-interest bearing and unsecured:
           - Jack Carley - related to a director                                  44,625             50,000
    ---------------------------------------------------------------------------------------------------------

    Total                                                                    $    44,625         $   50,000
    =========================================================================================================

(c) Short-term Loan

    ---------------------------------------------------------------------------------------------------------
                                                                            September 30   December 31 2001
                                                                                    2002
    ---------------------------------------------------------------------------------------------------------
    i.   Interest at 40% per annum, due on January 25, 2002,
         convertible to 20,000 shares of common stock of the Company
         at due date:
           - Kornfeld MacOff (Cdn$25,000)                                               -        $   15,696

    ii.  Interest at 10% per annum, due on June 1, 2002:
           - RedRuth Ventures extended to June 1, 2003                           212,725            212,725

    iii. Non-interest bearing and unsecured                                      -
                                                                                           -
    ---------------------------------------------------------------------------------------------------------
    Total                                                                    $   212,725         $  228,421
    =========================================================================================================
</TABLE>
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
7.       Sale and License-back of Computer Software

         On December 14, 2001, the Company sold computer software identified as
         Crediplay System to the sole director and a major shareholder and
         creditor of the Company for $3,000,000. The purchase price was settled
         by retiring $1,200,000 of debt owed to the purchaser and a promissory
         note for $1,800,000. The promissory note bears interest at 5% per annum
         with maturity on December 14, 2010. As at December 31, 2001, the
         present value of the promissory note is $1,565,452, with discount rate
         at 7% per annum.

         Pursuant to a Marketing, Development and Distribution Agreement entered
         into on the same date, the Crediplay System was licensed back to the
         Company for a term of 15 years. A licensing fee payable will be
         calculated on Gross Earnings derived from the Crediplay System as
         follows:

                         2002            Gross Earnings x 20%
                         2003            Gross Earnings x 17%
                         2004            Gross Earnings x 15%
                         2005 to 2017    Gross Earnings x 10%


         The development costs of the Crediplay System expended by the Company
         amounted to approximately $1,273,406 of which $778,348 was expensed
         previously. Management of the Company has estimated the $3,000,000
         value based on the discounted future cash flow projection and the
         estimate provided by knowledgeable parties of the software.

         The gain on the sale of the Crediplay System is calculated as follows:
         -----------------------------------------------------------
         Sales price

           Retirement of loan due to the purchaser   $    1,200,000
           Present value of $1,800,000
           promissory note discounted at
           7% per annum                                   1,565,452
         -----------------------------------------------------------
                                                          2,765,452

         Software development costs incurred in 2001       (495,058)
         -----------------------------------------------------------
         Deferred gain                               $    2,270,394
         ===========================================================

         The deferred gain of $2,270,394 will be amortized in proportion to the
         licensing fees payable over the term of the agreement.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
8.       Intellectual Property

         In fiscal year 2001, the Company entered into a software development
         agreement and a software licensing, technical support and operation of
         customer service and data centre agreement with a company with a common
         director.

         During the nine months ended September 30, 2002, total revenue of
         $260,644 was earned from the serviced company.

         In forgiveness of the outstanding receivable amount of $200,000 and a
         deferred revenue amount of $41,700, by agreement dated May 24, 2002,
         the Company acquired all the rights to the BiG'r Bingo game including
         the software, the web site located at www.bigrbingo.com, the trademark
         "BiG'r Bingo", and rights and responsibilities to the BiG'r Bingo
         customer database.

9.       Related Party Transactions

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

         (a)      Imputed interest of $2,500 (September 30, 2001 - $Nil) at an
                  interest rate of 10% per annum was accrued on interest free
                  loan of $44,625 from an individual related to a director of
                  the Company.

         (b)      Accounting fees of $Nil (September 30, 2001 - $10,338) were
                  paid to a company controlled by individuals related to a
                  director of the Company and were charged to expenses.

         (c)      Interest expenses of $Nil (September 30, 2001 - $43,110) were
                  paid to a director and a shareholder of the Company and were
                  charged to expenses.

10.      Commitments

         (a)      The Company has entered into contracts with service providers
                  to pay for the services partly by cash and partly by issuance
                  of common stock of the Company when the common stock are
                  freely trading in the equity market. As at September 30, 2002,
                  156,343 Shares of common stock of the Company are to be issued
                  for services received.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
11.      Stock Option

         The  following  is a summary  of the stock  option  outstanding  as at
         September 30, 2002:
<TABLE>
<CAPTION>
         -----------------------------------------------------------------------------
                                                                     Weighted Average
                                                        Shares         Exercise Price
         -----------------------------------------------------------------------------
<S>                                                     <C>             <C>
         Options outstanding at December 31, 2001       25,000          $   1.00
         Granted                                             -                 -
         -----------------------------------------------------------------------------
         Options outstanding at September 30, 2002      25,000          $   1.00
         =============================================================================

                                           Options Outstanding and Exercisable
         ------------------------------------------------------------------------------------------------
                                    Number Outstanding and    Weighted Average
           Range of Exercise            Exercisable              Remaining         Weighted Average
               Prices                                          Contractual Life       Exercise Price
         ------------------------------------------------------------------------------------------------
                   $1.00                    25,000                  2.12                  $1.00
         ------------------------------------------------------------------------------------------------
</TABLE>
12.      Comparative Figures

         Certain 2001  comparative  figures have been  reclassified  to conform
         with the financial statement presentation adopted for 2002.

13.      Sale of Canadian Subsidiary
         Moshpit Entertainment Inc. ("Moshpit") was acquired by CYOP Systems
         Inc. on August 31, 2000 as a development stage company in the business
         of developing software for interactive online games. The April 1, 2002
         Share Purchase Agreement provides for Moshpit to continue hosting the
         Company's internet traffic in consideration of forgiving interest
         payable amounts on loans advanced from the Company to Moshpit.

         The loan of $1,757,554 to Moshpit has been fully charged as a loss and
         netted with the gain on disposal. A one-time gain of $1,017,261 was
         recognized by CYOP Systems Inc. with the disposal of the Canadian
         subsidiary, Moshpit.

              Liabilities of Moshpit:
              Loan from parent and the Company            $ 1,757,554
              Other liabilities                             1,265,567
              --------------------------------------------------------
              Total Liabilities                             3,023,121
              Less: total assets of Moshpit                  (248,371)
              --------------------------------------------------------
              Excess of liabilities over assets             2,774,750
              Proceeds from sale of Moshpit                        65
              --------------------------------------------------------
                                                            2,774,815
              Less: provision of loss on loan to Moshpit   (1,757,554)
              --------------------------------------------------------
              Gain on disposal of Moshpit                  $1,017,261
              --------------------------------------------------------

14.      The $32,017 Player funds on deposit, include $22,851.45 as promotional
         credits granted to members and expensed as advertising and promotion
         costs.
<PAGE>
CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES

Notes to Consolidated Financial Statements
Nine Months Ended September 30, 2002
(Unaudited)
(Expressed in U.S. Dollars)
--------------------------------------------------------------------------------
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

The following management's discussion and analysis of the Company should be read
in conjunction with the financial statements and the related notes thereto
included elsewhere in this quarterly report for the nine months ended September
30, 2002. This quarterly report contains certain forward-looking statements and
the Company's future operation results could differ materially from those
discussed herein.

We were incorporated on October 29, 1999 under the laws of the State of Nevada
as Triple 8 Development Corporation to engage in any lawful corporate purpose.
We changed our name to CYOP Systems International Incorporated on October 30,
2000.

We have not been involved in any bankruptcy, receivership or similar
proceedings.

CYOP Systems International Incorporated ("CYOP") is the parent company in our
corporate structure. We own 100% of the common shares of CYOP Systems Inc., a
Barbados company. On April 1, 2002 we sold the Canadian subsidiary, Moshpit
Entertainment Inc., ("Moshpit") to a former shareholder and sole director. The
agreement provides for Moshpit to continue to provide hosting services and
further development on a contract basis. This transaction is in keeping with the
Company's strategy to move into sales and marketing activities bringing the
financial transaction platform for on-line video games to market. Approximately
$3 million in outstanding loans and other accounts payable amounts incurred by
the Canadian subsidiary remain with Moshpit.

Management continues to fund the Company through shareholders' loans until such
time as the Company is financially self-supporting. Management of the Company is
seeking financing to launch an aggressive marketing campaign for our pay for
play network and our flagship video game Urban Mercenary. We received SEC and
NASD clearance on September 4, 2002 for quotation of our securities on the OTC
BB under the symbol CYOI.

In order for our Company to expand it's operations and realize profits from pay
for play online video gaming we are actively signing up affiliate company's and
pursuing strategic acquisitions that bring internet traffic and more games to be
integrated into our existing suite of games. Until we increase our Company's
exposure and attract players to our website and/or complete strategic
acquisitions we cannot expect large volumes of players for our online pay for
play video game. Revenues will be derived from licensing fees from third parties
that already have an established community and significant traffic to their web
sites. We are also continuing to pursue our pending patent applications in the
United States. Patent protection will improve our competitive position in the
online pay for play video gaming industry. We anticipate spending up to an
additional $25,000 for costs associated with our patent applications. We
anticipate it may take up to one year for our current patent applications to be
granted.

Liquidity and Capital Resources

At September 30, 2002 the Company had a working capital deficit of $(518,321)
compared to a working capital deficit of ($2,269,681) at September 30, 2001 to
satisfy requirements for operations for the same period ending September 30,
2001. Although this is a material improvement for the same period ending
September 30, 2001 no assurances can be given that the Company will successful
in realizing sufficient funding to continue operations. Based on the cost
reduction plan and the sale of the Canadian subsidiary, April 1, 2002, the
Company has been successful in significantly reducing operating costs period
over period beginning with the third quarter end in 2001. While development of
the Crediplay system is complete and operational very little cash is available
to begin the process of marketing and promoting the Crediplay system.
<PAGE>
Deterioration of funding sources for internet based businesses has continued
into the calendar year 2002 creating financial stresses for the Company.
Operations have continued with funding from management. Funding will continue
from management for baseline operations. The Company plans to raise capital
during the last quarter of 2002.

The Company's consolidated financial statements have been prepared on a
continuing operation basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business.

Management recognizes that the Company must generate additional investment in a
timely manner to maintain operations. The Company plans to seek private
placements of equity capital to fund its operations but has no commitments at
date of this report for funding.

As of September 30, 2002, there were no material commitments for capital
expenditures.

Results of operations for the quarter ended September 30, 2002 as compared to
the quarter ended September 30, 2001.

For the quarter ended September 30, 2002 the Company generated revenue of
$79,305. Although $4,693 is directly related to the Crediplay system and Network
Maintenance Fees, $29,666 is directly related to ad-serving and $44,900 from
interest income forgiven on a contra arrangement for web hosting services. The
same period ending September 30, 2001 generated no revenues as the Crediplay
system was still in development stages. The Company had general and
administrative expenses of $129,719 in 2002 compared with $218,693 in 2001.
Software development costs, advertising and promotion and commissions was,
$13,385 and a ($73,057) recovery, respectively for the periods.

For the nine month period ended September 30, 2002, the Company incurred a gain
on operations of $834,102 in 2002 which included a gain of $1,017,262 after
netting loan loss provisions on the sale of the Canadian subsidiary, compared to
($1,015,694) in 2001, or $0.03 per share and ($0.02) per share respectively. The
improved income position is a result of the sale of the Canadian subsidiary, a
decrease of total expenses with no salary costs and as a consequence of no
revenue for the period in 2001.

"CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in this Form 10-QSB are forward-looking statements based
on current expectations and involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements under the following
heading: "Managements Discussion And Analysis Or Plan Of Operations" the timing
and expected profitable results of sales and the need for no additional
financing.
<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

                  None

Item 2            CHANGES IN SECURITIES AND USE OF PROCEEDS

                  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

Item 6            EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           Exhibit 99.1 Certification Pursuant to 18 U.S.C.
                           Section 1350, as adopted pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002.

                           Exhibit 99.1 Certification Pursuant to 18 U.S.C.
                           Section 1350, as adopted pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002.

                  (b)      Reports on Form 8-K

                           Nil


                                   SIGNATURES

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

                                    CYOP SYSTEMS INTERNATIONAL INCORPORATED

Dated:  November 4, 2002            Per:    /s/ Mitch White
--------------------------------------------------------------------------------
                                    Mitch White, CEO and Director