UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[xx]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                         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 300
                                1286 Homer Street
                           Vancouver, British Columbia
                                     V6B 2Y5
                    (Address of principal executive offices)

                                  (604)647-6400
                           (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, 2001

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, 2000 and September 30, 2001

                  Statement of Operations for the period ended
                  September 30, 2001

                  Consolidated Statements of Cash Flows for the period ended
                  September 30, 2001

                  Consolidated Statements of Changes in Stockholders' Equity

                  Notes to Consolidated Financial Statements

         Item 2   Plan of Operation

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
                            (A development stage company)

                           Consolidated Financial Statements
                           (EXPRESSED IN U.S. DOLLARS)
                           September 30, 2001
                           (Unaudited - Prepared by management)





                           INDEX
                           -----

                           Consolidated Balance Sheets

                           Consolidated Statements of Stockholders' Deficiency

                           Consolidated Statements of Operations

                           Consolidated Statements of Cash Flows

                           Notes to Consolidated Financial Statements



<PAGE>



CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Consolidated Balance Sheets
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

=================================================================================================================

                                                                              September 30            December 31
                                                                                      2001                   2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                    <C>

ASSETS

CURRENT
  Cash and cash equivalents                                                    $     6,336            $    29,480
  Deposits (Note 4)                                                                 25,756                  1,333
  Other receivable                                                                 120,508                   --
  Refundable tax credits                                                              --                   16,808
  Demand loans, interest at 12% per annum and unsecured                            153,370                   --
  Prepaid expenses                                                                  27,483                 49,659
-----------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                               333,453                 97,280

FIXED ASSETS (NOTE 5)                                                              143,381                236,246

SOFTWARE DEVELOPMENT COSTS (NOTE 6)                                                    100                    100
-----------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                   $   476,934            $   333,626
=================================================================================================================

LIABILITIES

CURRENT
  Bank overdraft                                                               $    21,443            $      --
  Demand loans (Note 7a and 8e)                                                  1,431,823              1,177,805
  Accounts payable and accrued liabilities (Note 8a)                               771,367                433,062
  Short-term loan (Note 7b)                                                        378,501                   --
-----------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                        2,603,134              1,610,867
-----------------------------------------------------------------------------------------------------------------

NATURE AND CONTINUANCE OF OPERATIONS  (NOTE 1)

COMMITMENTS (NOTE 9)

STOCKHOLDERS' (DEFICIENCY)

SHARE CAPITAL
  Authorized:
           100,000,000 shares of common stock with a par value
                         of $0.0001 per share
  Issued and outstanding:
            28,439,975 shares of common stock (2000 - 28,382,975)                    2,844                  2,838

ADDITIONAL PAID-IN CAPITAL                                                         211,431                149,237

ACCUMULATED OTHER COMPREHENSIVE INCOME                                             119,336                 14,801

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                                (2,459,811)            (1,444,117)
-----------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' (DEFICIENCY)                                                (2,126,200)            (1,277,241)
-----------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)                               $   476,934            $   333,626
=================================================================================================================

</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

On behalf of the Board:             /s/Mitch White, Director
                                    ------------------------
                                    Mitch White, Director


<PAGE>


CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Consolidated Statements of Stockholders' Deficiency
Nine-Month Period Ended September 30, 2001
(Unaudited - Prepared by management)                                 Page 1 of 2
(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>          <C>
Recapitalization as a result of
  reverse acquisition (Note 3)           --      $   --      $     69    $    (67,863)   $    (66,465)   $  (1,398)   $    (67,794)
------------------------------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                                                   (67,863)
                                                                         ============


BALANCE, December 31, 1999               --          --            69                         (66,465)      (1,398)        (67,794)

Shares issued for cash on
  February 29, 2000                10,020,500       1,002       1,448                            --           --             2,450

Shares issued for services on
  February 29, 2000                 9,202,500         920       1,330                            --           --             2,250

Deficit accumulated as at
  November 3, 2000                       --          --          --                           (14,401)        --           (14,401)

Recapitalization adjustment
  (Note 3)                               --          --        (2,968)                         14,401         --            11,433
------------------------------------------------------------------------------------------------------------------------------------

BALANCE AFTER RECAPITALIZATION
  ADJUSTMENT                       19,223,000       1,922        (121)                        (66,465)      (1,398)        (66,062)

Shares issued for equity of shell
  in stock acquisition (Note 3)     9,000,000         900     (10,601)           --              --           --            (9,701)

Shares issued for cash on
  December 13, 2000                   159,975          16     159,959            --              --           --           159,975

Other comprehensive income
- foreign currency translation
  adjustment                             --          --          --            16,199            --         16,199          16,199

Comprehensive income
  - net (loss) for the period            --          --          --        (1,377,652)     (1,377,652)        --        (1,377,652)
------------------------------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)                                              $ (1,361,453)
                                                                         ============


BALANCE, December 31, 2000         28,382,975       2,838     149,237                     (1,444,117)   $  14,801    $ (1,277,241)
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


<PAGE>


CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Consolidated Statements of Stockholders' Deficiency
Nine-month Period Ended September 30, 2001
(Unaudited - Prepared by management)                                 Page 2 of 2
(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>         <C>

(continued from page 1)

BALANCE, December 31, 2000     28,382,975         2,838        149,237                    (1,444,117)        14,801     (1,277,241)

Shares issued for cash at
   $1.00 per share                 44,000             5         43,995                          --             --           44,000

Shares issued for cash at
   $1.40 per share                 13,000             1         18,199                          --             --           18,200

Other comprehensive income
  - foreign currency
    translation adjustment           --            --             --      $   104,535           --          104,535        104,535

Comprehensive income
  - net (loss) for the period        --                                    (1,015,694)    (1,015,694)          --       (1,015,694)

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

Comprehensive income (loss)                                               $  (911,159)
                                                                          ===========

BALANCE, September 30, 2001    28,439,975      $  2,844    $   211,431                   $(2,459,811)     $ 119,336    $(2,126,200)
======================================================================                   ===========================================

</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



<PAGE>


CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Consolidated Statements of Operations
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------
                                               Three Months             Nine Months         Cumulative from
                                                      Ended                   Ended         October 1, 1999
                                               September 30            September 30         to September 30
                                                       2001                    2001                    2001
-----------------------------------------------------------------------------------------------------------
<S>                                             <C>                     <C>                     <C>
EXPENSES
  Accounting and audit                          $     5,804             $    30,888             $    95,286
  Advertising and promotion                              61                 100,676                 176,463
  Automobile                                         13,645                  43,301                  76,905
  Bank charges and interest (Note 8c)                28,895                  96,591                 150,892
  Depreciation of fixed assets                        1,904                   5,594                  12,999
  Legal and other professional fees                  45,372                 119,224                 238,944
  Office and miscellaneous                           17,894                  64,353                 127,993
  Rent                                                8,814                  43,473                  71,941
  Salaries and benefits                              42,460                 117,171                 292,209
  Software development costs,
    net of recoveries (Note 6)                      (73,057)                285,802               1,064,050
  Telephone and bandwidth                             8,791                  15,335                  31,571
  Travel                                                121                   7,024                  21,362
  Foreign exchange loss                              45,120                  54,336                  67,270
-----------------------------------------------------------------------------------------------------------

OPERATING LOSS                                     (145,824)               (983,768)             (2,427,885)

Leasehold improvements write off                       (183)                 31,542                  31,542
Loss on disposal of fixed assets                         56                     384                     384
-----------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                         $  (145,697)            $(1,015,694)            $(2,459,811)
===========================================================================================================

LOSS PER SHARE
    Basic and diluted                           $     (0.01)            $     (0.02)
===========================================================================================================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
    Basic and diluted                            28,439,975              48,431,224
===========================================================================================================


</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



<PAGE>


CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Consolidated Statements of Cash Flows
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>

===================================================================================================================
                                                             Three Months          Nine Months      Cumulative from
                                                                    Ended                Ended      October 1, 1999
                                                             September 30         September 30      to September 30
                                                                     2001                 2001                 2001
-------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>                  <C>

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
  Net (loss) for the period                                   $  (145,697)         $(1,015,694)         $(2,459,811)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    - depreciation of fixed assets                                 15,761               49,500               92,232
    - fixed assets write off                                         (183)              31,542               31,542
    - loss on disposal of fixed assets                                 56                  384                  384
    - exchange loss on fixed assets                                 7,729               10,819               10,819
-------------------------------------------------------------------------------------------------------------------

                                                                 (122,334)            (923,449)          (2,324,834)
  Changes in assets and liabilities:
    - deposits                                                      1,250              (24,423)             (24,423)
    - other receivable                                           (100,473)            (120,508)            (120,508)
    - refundable tax credits                                       11,785               16,808                 --
    - demand loans                                                (37,666)            (153,370)            (153,370)
    - prepaid expenses                                             12,023               22,176              (28,816)
    - accounts payable and accrued liabilities                     19,966              338,305              763,398
-------------------------------------------------------------------------------------------------------------------

                                                                 (215,449)            (844,461)          (1,888,553)
-------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
  Capitalized software development costs                             --                   --                   (100)
  Disposal of fixed assets                                           --                  6,806                6,806
  Purchase of fixed assets                                           --                 (6,186)            (285,164)
-------------------------------------------------------------------------------------------------------------------

                                                                     --                    620             (278,458)
-------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Shares issued for cash                                             --                 62,200              222,244
  Proceeds from demand loans                                      (42,393)             254,018            1,431,823
  Proceeds from short-term loans                                  152,113              378,501              378,501
-------------------------------------------------------------------------------------------------------------------

                                                                  109,720              694,719            2,032,568
-------------------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE ON FOREIGN
  CURRENCY TRANSLATION                                            102,687              104,535              119,336
-------------------------------------------------------------------------------------------------------------------


DECREASE IN CASH AND CASH EQUIVALENTS                              (3,042)             (44,587)             (15,107)

CASH AND CASH EQUIVALENTS (DEFICIENCY),
  beginning of period                                             (12,065)              29,480                 --
-------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS (DEFICIENCY),
 end of period                                                $   (15,107)         $   (15,107)         $   (15,107)
===================================================================================================================

CASH AND CASH EQUIVALENTS (DEFICIENCY) REPRESENTED BY:
  Cash                                                        $     6,336          $     6,336          $     6,336
  Bank overdraft                                                  (21,443)             (21,443)             (21,443)
-------------------------------------------------------------------------------------------------------------------

                                                              $   (15,107)         $   (15,107)         $   (15,107)
===================================================================================================================

</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


<PAGE>


CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(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 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). The efforts of the Company have been
         devoted to sales and marketing of multimedia transactional technology
         solutions and services on internet for the entertainment industry. In
         accordance with Statement of Financial Accounting Standards ("SFAS")
         No. 7 "Accounting and Reporting by Development Stage Companies", the
         Company is deemed to be in the Development Stage.

         CYOP Barbados was incorporated under the laws of Barbados on June 20,
         2000. CYOP Barbados is in the business of developing personal computer
         and console entertainment software designed to provide interactive
         online games, and development of multimedia transactional technology
         solutions and services on internet for the entertainment industry. On
         August 31, 2000, CYOP Barbados acquired 100% of the issued and
         outstanding shares of Moshpit Entertainment Inc., Canada ("Moshpit"), a
         company in the business of developing software for interactive online
         games incorporated under the laws of British Columbia, Canada. Both
         CYOP Barbados and Moshpit are considered to be in the development
         stage.

         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 are to raise equity financing as required and keep
         abreast of the multimedia technology. These financial statements do not
         include any adjustments that might result from this uncertainty.

2.       SIGNIFICANT ACCOUNTING POLICIES

         (a)      Basis of Consolidation

                  These interim 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 subsidiaries CYOP Barbados and Moshpit.



<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

         (a)      Basis of Consolidation (continued)

                  The consolidated balance sheets, as at September 30, 2001 and
                  December 31, 2000 include the assets and liabilities of the
                  Company, CYOP Barbados and Moshpit. The consolidated
                  statements of operations for the three-month and the
                  nine-month periods ended September 30, 2001 and the cumulative
                  period from October 1, 1999 (commencement) to September 30,
                  2001 include the operating results of the Company, CYOP
                  Barbados and Moshpit for the periods and cumulative period
                  then ended. Significant inter-company accounts and
                  transactions have been eliminated.

         (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, 2000. 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
                  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 maturities of
                  three months or less when purchased. As at September 30, 2001
                  and December 31, 2000, cash and cash equivalents consist of
                  cash only.



<PAGE>


CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Consolidated Statements of Operations
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

         (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:

<TABLE>
<CAPTION>

                      <S>                               <C>
                      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
                      Leasehold improvements             20% straight-line basis

</TABLE>

         (f)      Software Development Costs

                  Software development costs are charged to expenses as
                  incurred.

         (g)      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, 2001 amounted
                  to $100,676.

         (h)      Foreign Currency Transactions

                  The Company and CYOP Barbados maintain their accounting
                  records in their functional currency (i.e., US dollars).
                  Foreign currency transactions are translated into their
                  functional currency in the following manner.

                  At the transaction date, each asset, liability, revenue and
                  expense is translated into the functional currency by the use
                  of the exchange rate in effect at that date. At the period
                  end, monetary assets and liabilities are translated into the
                  functional currency by using the exchange rate in effect at
                  that date. The resulting foreign exchange gains and losses are
                  included in operations.

         (i)      Foreign Currency Translations

                  Assets and liabilities of Moshpit, whose functional currency
                  is Canadian dollars, are translated into U.S. dollars at
                  exchange rates in effect at the balance sheet date. Revenues
                  and expenses are translated at the average exchange rate. Gain
                  and losses from such translations are included in
                  stockholders' equity, as a component of other comprehensive
                  income.



<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

         (j)      Income Taxes

                  The Company has adopted Statement of Financial Accounting
                  Standards ("SFAS") No. 109, "Accounting for Income Taxes",
                  which requires the Company to recognize deferred tax
                  liabilities and assets for the expected future tax
                  consequences of events that have been recognized in the
                  Company's financial statements or tax returns using the
                  liability method. Under this method, deferred tax liabilities
                  and assets are determined based on the temporary differences
                  between the financial statement and tax bases of assets and
                  liabilities using enacted tax rates in effect in the years in
                  which the differences are expected to reverse. The effect on
                  deferred income tax assets and liabilities of a change in
                  income tax rates is included in the period that includes the
                  enactment date.

         (k)      Impairment

                  Certain long-term assets of the Company are reviewed when
                  changes in circumstances require as to whether their carrying
                  value has become impaired, pursuant to guidance established in
                  Statement of Financial Accounting Standards ("SFAS") No. 121,
                  "Accounting for the Impairment of Long-Lived Assets and for
                  Long-Lived Assets to be Disposed Of". Management considers
                  assets to be impaired if the carrying value exceeds the future
                  projected cash flows from related operations. If impairment is
                  deemed to exist, the assets will be written down to fair
                  value.

         (l)      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.

         (m)      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.



<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

         (m)      Financial Instruments and Concentration of Risks (continued)

                  The carrying value of cash and cash equivalents, deposits,
                  other receivable, refundable tax credits, demand loans
                  receivable, bank overdraft, 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.

                  Moshpit is operating in Canada, which may give rise to
                  significant foreign currency risks from fluctuations and the
                  degree of volatility of foreign exchange rates between U.S.
                  dollars and the Canadian dollars.

                  Financial instruments that potentially subject the Company to
                  concentration of credit risk consist principally of cash, the
                  balances of which are stated on the balance sheet. 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.

         (n)      Reporting on Costs of Start-Up Activities

                  The Company has adopted the Statement of Position 98-5 ("SOP
                  98-5") "Reporting on the Costs of Start-Up Activities" issued
                  by the American Institute of Certified Public Accountants on
                  the financial reporting of start-up costs and organization
                  costs. It requires costs to be expensed as incurred.

                  The Company charged all start-up costs to expenses as
                  incurred.

         (o)      Accounting for Derivative Instruments and Hedging Activities

                  The Company has adopted SFAS No. 133 "Accounting for
                  Derivative Instruments and Hedging Activities" issued by the
                  Financial Accounting Standards Board. SFAS No. 133 requires
                  companies to recognize all derivatives contracts as either
                  assets or liabilities in the balance sheet and to measure them
                  at fair value. If certain conditions are met, a derivative may
                  be specifically designated as a hedge, the objective of which
                  is to match the timing of gain or loss recognition on the
                  hedging derivative with the recognition of (i) the changes in
                  the fair value of the hedged asset or liability that are
                  attributable to the hedged risk or (ii) the earnings effect of
                  the hedged forecasted transaction. For a derivative not
                  designated as a hedging instrument, the gain or loss is
                  recognized in income in the period of change. SFAS No. 133 is
                  effective for all fiscal quarters of fiscal years beginning
                  after June 15, 2000.



<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.       SIGNIFICANT ACCOUNTING POLICIES (continued)

         (p)      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
                  incorporate the incremental shares issuable upon the assumed
                  exercise of stock options and other dilutive securities.
                  Convertible loan and option to purchase 45,000 shares of
                  common stock outstanding during the three-month and nine-month
                  period ended September 30, 2001 were not included in the net
                  income (loss) per share computation, as the effect of
                  including them would be anti-dilutive.

         (q)      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. 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.

         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)
         =======================================================

4.       DEPOSITS

         The deposits are interest bearing at 4.2% per annum, and are
         hypothecated for merchant visa accounts.


<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       FIXED ASSETS

<TABLE>
<CAPTION>


         ---------------------------------------------------------------------------------------------------
                                                                      September 30, 2001
         ---------------------------------------------------------------------------------------------------
                                                                          Accumulated               Net book
                                                          Cost           depreciation                  Value
         ---------------------------------------------------------------------------------------------------
         <S>                                          <C>                    <C>                    <C>

         Audio and visual equipment                   $ 21,178               $  4,934               $ 16,244
         Computer hardware                             190,422                 71,801                118,621
         Computer software                               3,100                  2,321                    779
         Office furniture and equipment                  9,433                  1,696                  7,737
         ---------------------------------------------------------------------------------------------------

         Total                                        $224,133               $ 80,752                143,381
         ===================================================================================================

</TABLE>

<TABLE>
<CAPTION>


         ---------------------------------------------------------------------------------------------------
                                                                      December 31, 2000
         ---------------------------------------------------------------------------------------------------
                                                                          Accumulated               Net book
                                                          Cost           depreciation                  Value
         ---------------------------------------------------------------------------------------------------
         <S>                                          <C>                    <C>                    <C>

         Audio and visual equipment                   $ 22,411               $  2,241               $ 20,170
         Computer hardware                             204,682                 33,549                171,133
         Computer software                               3,280                  1,640                  1,640
         Office furniture and equipment                  9,982                  1,043                  8,939
         Leasehold improvements                         38,182                  3,818                 34,364
         ---------------------------------------------------------------------------------------------------

         Total                                        $278,537               $ 42,291               $236,246
         ===================================================================================================

</TABLE>



         For the nine months ended September 30, 2001, depreciation expenses of
         $49,500 were charged to expenses.

6.       SOFTWARE DEVELOPMENT COSTS

<TABLE>
<CAPTION>

         --------------------------------------------------------------------------------
                                                              September       December 31
                                                                   2001              2000
         --------------------------------------------------------------------------------
         <S>                                                  <C>              <C>
         Balance, beginning of period                         $     100        $      100
         Salaries and benefits                                  436,247           715,198
         Depreciation on fixed assets                            43,906            33,622
         Expense recoveries                                    (194,351)             --
         --------------------------------------------------------------------------------

                                                                285,902           748,920
         Software development costs charged to expenses        (285,802)         (748,820)
         --------------------------------------------------------------------------------

         Balance, end of period                               $     100        $      100
         ================================================================================

</TABLE>


<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


7.       LOANS

         (a)      Demand loans

<TABLE>
<CAPTION>

                  ---------------------------------------------------------------------------------------
                                                                            September 30      December 31
                                                                                    2001             2000
                  ---------------------------------------------------------------------------------------
                  <S>                                                         <C>              <C>
                  i.   Interest at the Bank of Montreal's prime
                       lending rate of 6.0% plus 1.5% per annum and
                       unsecured:
                       - Mitchell White - director: Cdn$1,077,579             $  682,660       $  428,642
                         (2000:Cdn$643,048)
                       - Greenday Inc. - shareholder                             296,487          296,487
                       - Cyber Roads Inc.                                        178,519          178,519
                       - Tapijkabouter BV                                         99,157           99,157
                  ---------------------------------------------------------------------------------------

                                                                              1,256,823        1,002,805

                  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           75,000

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

                                                                             $1,431,823       $1,177,805
                  ======================================================================================

</TABLE>


                  (b)      Short-term loan

<TABLE>
<CAPTION>


                  ---------------------------------------------------------------------------------------
                                                                           September 30       December 31
                                                                                   2001              2000
                  ---------------------------------------------------------------------------------------
                  <S>                                                        <C>              <C>
                  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)                        $   15,748       $   --

                  ii.  Interest at 10% per annum, due on June 1, 2002:
                       - RedRuth Ventures                                       362,753           --
                  ---------------------------------------------------------------------------------------

                                                                             $  378,501       $   --
                  =======================================================================================

</TABLE>


<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


8.       RELATED PARTY TRANSACTIONS

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

         (a)  Accounts payable and accrued liabilities include $83,393 interest
              accrued to a director and a shareholder of the Company.

         (b)  Accounting fees of $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 $43,110 were accrued to a director and a
              shareholder of the Company and were charged to expenses.

         (d)  Professional fees of $12,800 were paid to an individual related
              to a director of the Company and were charged to expenses.

         (e)  Demand loans include $979,147 due to a director and a shareholder
              of the Company. These demand loans bear interests at the Bank of
              Montreal's prime lending rate of 6.0% plus 1.5% per annum and are
              unsecured (see Note 7ai).

9.       COMMITMENTS

         (a)  Moshpit has entered into lease contracts for automobiles and
              computer equipment with minimum lease payments for the year
              ending December 31st, as follows:

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

                           2001              $  16,754
                           2002                 88,635
                           2003                 77,974
                           2004                 19,409
                           ---------------------------

                           Total             $ 202,772
                           ===========================

         (b)  The Company has entered into contracts with service providers
              to pay for the services received 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,
              2001, 67,410 shares of common stock of the Company are to be
              issued for services received.


<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


10.      INCOME TAXES

         (a)  A reconciliation of the statutory income tax to the Company's
              effective income tax rate is as follows:


<TABLE>
<CAPTION>


              --------------------------------------------------------------------------------------------------------
              <S>                                                                                             <C>
              Statutory income tax rate                                                                        15%
              Tax losses not benefited                                                                        (15%)
              --------------------------------------------------------------------------------------------------------

              Effective income tax rate                                                                        --
              ========================================================================================================

</TABLE>


         (b)  The tax effect of temporary differences that give rise to the
              Company's deferred tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>



              --------------------------------------------------------------------------------------------------------
              <S>                                                                                         <C>
              Undepreciated capital cost of capital assets over their net book value                      $    20,000

              Estimated tax loss carryforwards                                                              1,004,000

              Less: valuation allowance                                                                    (1,024,000)
              --------------------------------------------------------------------------------------------------------

                                                                                                          $    --
              ========================================================================================================

</TABLE>


              The valuation allowance reflects the Company's estimate that the
              tax assets, more likely than not, will not be realized.

              As at September 30, 2001, the Company has non-capital losses of
              approximately $2,176,000 which can be carried forward for tax
              purposes and are available to reduce taxable income of future
              years. The non-capital losses expire commencing in 2006 through
              2008.

11.      STOCK OPTION

         On May 8, 2001, the Company granted a stock option to a service
         provider to acquire 25,000 shares of common stock at a price of US$1
         per share. The stock option expires on May 9, 2004.


<PAGE>

CYOP SYSTEMS INTERNATIONAL INCORPORATED
& SUBSIDIARIES
(A development stage company)

Notes to Consolidated Financial Statements
September 30, 2001
(Unaudited - Prepared by management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


12.      SEGMENTED INFORMATION

         (a)  Industry Information

              The Company operates in one reportable operating segment, being in
              the developing and providing multimedia transactional technology
              solutions and services on internet for the entertainment industry.

         (b)  Geographic Information

              All the Company's operations and fixed assets are located in
              Canada.

13.      COMPARATIVE FIGURES

         Certain 2000 comparative figures have been reclassified to conform with
         the financial statement presentation adopted for 2001.




<PAGE>



                               PLAN OF OPERATIONS

The following discussion of the plan of operations 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, 2001. This quarterly report contains certain forward-looking statements and
the Company's future operation results could differ materially from those
discussed herein.

In the six months ended September 30, 2001, we earned revenue of US$194,351 from
website development. This is not our core business. We have been primarily
focused on developing our product for market launch. Management has financed our
operations to date. Management will continue to fund our operations through
shareholders loans for the next 12 months or until such time as we are able to
raise equity or debt financing privately, through a public listing, or until we
have positive cash flow. We can satisfy our cash requirements solely from funds
loaned by management for approximately 12 months. However, management is not
under any contractual obligation to provide continued funding. We will spend
approximately $2 million in additional capital in the next 12 months to maintain
current operations at our current expenditure rate. Additional funds in the
amount of $500,000 will be required for a complete launch of the Bloodmoney
Universe including a full marketing budget.

We anticipate maintaining our staff of 19 persons during the next 12 months. We
do not expect to acquire any material physical assets or significant equipment
in the next 12 months. We will not be performing any significant research and
development in the next 12 months as our pay for play software is complete and
tested.

We launched our first pay-for-play online video game, Urban Mercenary in
February, 2001. In March, 2001, the Company secured the Canadian Imperial Bank
of Commerce as the Company's merchant account processor. Also in March, 2001,
the Company hosted a trade booth at the Computer Gamers and Developers
Conference (CDGC) in California. The Company signed seven letters of intent with
game developers as a result of its exposure at the CDGC conference.

In June, 2001, we signed a licensing contract with Bingo.com. This contract
calls for our company to provide front end game development and site management.
It is also a licensing agreement under which Bingo.com will use our pay for play
transaction software. Bingo.com has approximately 700,000 members playing bingo
online. Bingo.com has devised a new format for bingo which is a skill based game
and not a game of chance. The Bingo.com site will begin using CYOP's pay for
play transaction software commencing in October, 2001.

The Company's agreement with Bingo.com generated revenue of US$194,351 for the
nine months ended September 30, 2001. This revenue was from web site development
which will be a sporadic source of revenue for the Company. This revenue has
been treated as a software development cost expense recovery in the Company's
September 30, 2001 financial statements. This treatment has been applied because
the revenue received by the Company in the quarter ended September 30, 2001 was
not considered revenue from the Company's core business. The Company's online
video game Urban Mercenary is completely developed as is our pay for play
transaction software. Our agreement with Bingo.com is the first which will
demonstrate the effectiveness of our e-commerce pay for play platform with third
party licensees.

Management will continue to fund the Company through shareholders' loans until
such time as the Company is financially self supporting. Management of the
Company will be aggressively

<PAGE>


seeking private financing to launch an aggressive marketing campaign for our pay
for play network and our flagship video game Urban Mercenary.

In order for our Company to expand it's operations and realize profits from pay
for play online video gaming a number of additional steps must be taken. We must
continue to maintain and upgrade our software programs and our website. This is
an ongoing month to month responsibility which is handled by our current staff
members. Funds for this ongoing software maintenance have been budgeted and are
covered by funds which are being loaned to our Company by management. In the
future, the funds required for ongoing software maintenance will come from
revenue from licensing fees or system maintenance fees from pay for play video
gaming. Secondly, to increase our Company's exposure and attract players to our
website we will be required to complete a full marketing launch of our
Bloodmoney Universe. We anticipate that this marketing launch will cost
approximately $500,000. Until we complete a marketing launch 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. We will also continue 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.

"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.

                                     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



<PAGE>


Item 6            EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           None

                  (b)      Reports on Form 8-K

                           None

                                   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 15, 2001      Per:  /s/Mitch White
                                     -------------------------------------------
                                     Mitch White, President, C.F.O. and Director