SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

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

                       For the Year Ended October 31, 2001

                        Commission File Number 001-16307


                           CYPRESS INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)


           DELAWARE                                           91-1959475
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)


          1168 Smith Road
           Bellingham WA                                        98226
(Address of Principal Executive Offices)                      (Zip Code)


                                 (360) 592-4022
                           (Issuer's Telephone Number)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes [X] No [ ]

The issuer had revenues of $1,750 for the year ended October 31, 2001.

As of October 31, 2001, the registrant had 5,136,000 shares of common stock,
$.0001 par value, issued and outstanding. No market value has been computed
based upon the fact that no market has been established at this time.
<PAGE>
                                TABLE OF CONTENTS

PART I......................................................................  1
ITEM 1.  DESCRIPTION OF BUSINESS............................................  1
ITEM 2.  DESCRIPTION OF PROPERTY............................................  7
ITEM 3.  LEGAL PROCEEDINGS..................................................  7
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS..............  7

PART II.....................................................................  7
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........  7
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.........  8
ITEM 7.  FINANCIAL STATEMENTS .............................................. 10
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
         FINANCIAL DISCLOSURE............................................... 18

PART III.................................................................... 19
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS....... 19
ITEM 10. EXECUTIVE COMPENSATION............................................. 20
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS.................................... 20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................... 21
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................... 21

SIGNATURES.................................................................. 22
<PAGE>
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

Cypress International, Inc. was incorporated in Delaware on November 18, 1998.
Our business is the buying, trading and leasing of arcade model coin or token
operated sports and entertainment games for revenue in appropriate venues in the
United States and Canada.

We received our initial funding through the sale of common stock to investors
from the period of approximately February 19, 1999 until March 31, 1999. We
offered and sold 136,000 common stock shares at $0.10 per share to
non-affiliated private investors for a total of $13,600.

Cypress International has never had any bankruptcy, receivership, or similar
proceedings. Cypress International has never had any material reclassification,
merger, consolidation or purchase or sale of a significant amount of assets in
the ordinary course of business.

PRINCIPAL PRODUCTS

Our products include arcade model and tabletop model sports and entertainment
machines placed in various locations for revenue. In addition, we emphasize high
levels of customer service to create "playing conditions" targeted for persons
over age ten.

BUSINESS STRATEGY

Our planned operating strategy is to create profit by buying, trading and
leasing arcade model and tabletop model sports and entertainment machines and
placing these sports and entertainment machines in various locations for
revenue. We believe our current management brings experience, industry
relationships and specific expertise that will enhance the ability of the
company to successfully complete its proposed strategy of furnishing arcade
model and tabletop model sports and entertainment machines to customers for
revenue. The current management is limited to one officer and the amount of time
that he plans to devote promoting the company's business plan will be limited to
a part-time basis. In addition, the above mentioned officer currently has
obligations and employment that may take priority over that of the Cypress.

We are unaware of the need for any governmental approval for our proposed
business plan. We are not currently subject to direct federal, state or local
regulation and laws or regulations applicable to video games, other than
regulations applicable to businesses generally. We are currently unaware of any
federal, state or local laws and regulations regulating the video arcade game
market that would materially affect our business activities.

We are not subject to any environmental laws that would have an effect on our
operations. We have spent no money over the past two years on research and
development, and have no new product or service planned or announced to the
public.

                                       1
<PAGE>
Currently, we own one video arcade game machine located at Family Fun Center,
Mission, British Columbia.

We do not rely on raw materials for conducting our business.

We have no patents, trademarks, licenses, franchise, royalty agreements, or
labor contracts in place.

COMPETITION

The amusement/entertainment game industries are highly competitive. There are a
great number of service operations and entertainment businesses that compete
directly and indirectly with the company. Many of these entities are larger and
have significantly greater financial resources and a greater number of model
game units than we do. We may encounter increased competition in the future,
which may have an adverse effect on our profitability. In addition, the
legalization of casino gambling in geographic areas near any entertainment
complex that feature our games would create the possibility for entertainment
alternatives that could have a material adverse effect on our business.
Initially, we will be dependent on one or a few major customers for our game
machines, but we will rely on the broad-based vending market for developing
customers over time.

REPORTS TO SECURITIES HOLDERS

We will provide upon written request an annual report that includes our
financial information to our shareholders. We will make our financial
information equally available to any interested parties or investors through
compliance with the disclosure rules of Regulation S-B for a small business
issuer under the Securities Exchange Act of 1934. We became subject to
disclosure filing requirements when our Form 10-SB became effective on February
7, 2001, including filing Form 10-KSB annually and Form 10-QSB quarterly. In
addition, we will file Form 8 and other proxy and information statements from
time to time as required. We do not intend to voluntarily file the above reports
in the event that our obligation to file such reports is suspended under the
Exchange Act.

The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450 Fifth
Street NW, Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

                                       2
<PAGE>
RISK FACTORS

Investors in Cypress should be aware of the following material risks associated
with our business plan:

A. LIMITED OPERATING HISTORY TO EVALUATE.

The Company was incorporated under the laws of the State of Delaware on November
18, 1998. Our activities to date have been the preparation of our business
strategy. We have commenced operations through the ownership of one video arcade
game, but have not generated positive revenue. We have a limited operating
history and revenues and must be considered entirely promotional and in the
early development stages of embarking upon a new venture. Prospective investors
should be aware of the difficulties encountered by such new enterprises, as the
company faces all the risks inherent in any new business, including:
competition, the absence both of an operating history and profitability and the
need for additional working capital. The likelihood of our success must be
considered in light of the problems and expenses that are frequently encountered
in connection with the operation of a new business and the competitive
environment in which we will be operating.

B. NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT
   ASSURED.

As of October 31, 2001, we had working capital of $156 and face the need for
substantial additional working capital in the near future. If our capital needs
are greater than currently anticipated, we will be required to seek other
sources of financing. No assurance can be given that we will sell any of the
Shares or that other financing will be available, if required; or if available,
will be available on terms and conditions satisfactory to management. The
Company has prepared audited financial statements as of October 31, 2001,
reporting that we are in the development stage and our ability to establish the
company as a going concern is dependent upon obtaining sufficient financing to
continue development activities. There is no assurance that we will achieve
profitable operations in the future. We could be required to secure additional
financing to implement further development plans. There is no assurance that
such financing will be available, or if available, will be available on terms
and conditions satisfactory to management.

C. THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
   UPON THE ABILITIES OF THE CURRENT OFFICER AND DIRECTOR OF THE COMPANY.

Our performance and operating results are substantially dependent on the
continued service and performance of our officer and director. We intend to hire
additional technical, sales and other personnel as we move forward with our
business model, though competition for such personnel is intense. There can be
no assurance that we can retain key technical employees, or to attract or retain

                                       3
<PAGE>
highly qualified technical and managerial personnel in the future. The loss of
the services of our key employee or the inability to attract and retain the
necessary technical, sales, and other personnel, would likely limit the chances
for success and have a negative effect upon our business, financial condition,
operating results and cash flows. In addition, the concentrated ownership our
sole officer and director has over the Company, which will not be significantly
affected and may have a material adverse effect on future business progress.
Furthermore, the current officer and director is involved with other employment
other than that of the company, which may take time from developing the business
of the company and effect the overall success.

D. COMPETITION.

The amusement/entertainment game industries are highly competitive. There are a
great number of service operations and entertainment businesses that compete
directly and indirectly with the Company. Many of these entities are larger and
have significantly greater financial resources and a greater number of model
game units than we do. We may encounter increased competition in the future,
which may have an adverse effect on the our profitability. In addition, the
legalization of casino gambling in geographic areas near any entertainment
complex that feature our games would create the possibility for entertainment
alternatives that could have a material adverse effect on our business.

E. LACK OF CASH DIVIDENDS.

We have not paid any cash dividends on our Common Shares to date and there are
no plans for paying cash dividends in the foreseeable future. Initial earnings
that we may realize, if any, will be retained to finance the growth of the
company. Any future dividends, of which there can be no assurance, will be
directly dependent upon earnings of the company, its financial requirements and
other factors.

F. PRODUCT LIABILITY.

We presently do not maintain any product liability insurance and will not secure
such insurance until management deems it necessary. Ultimately, such coverage
may be a requirement under certain agreements. As a result of our limited
operations to date, no threatened or actual claims have been made upon the
company for product liability.

G. PURCHASE OF INVENTORY; CAPITAL RESOURCE REQUIREMENTS.

We presently plan to purchase, trade or lease additional video arcade games
within the next 12 months. Acquiring inventory will depend upon a number of
factors, including our ability to raise sufficient capital, locate and obtain
appropriate sites to place the video arcade games and providing quality customer
service to those locations.

                                       4
<PAGE>
H. THE COMPANY'S FUTURE OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS.

Our potential operating results are expected to be unpredictable and we expect
them to fluctuate in the future due to a number of factors, many of which are
outside of our control. These factors may include, but are not limited to: (i)
the ability to significantly increase our customer base, (ii) the ability to
maintain gross margins, (iii) the ability to maintain customer satisfaction,
(iv) costs relating to the expansion of our operations and the introduction of
new types of services and (v) services offered by our competitors and the
success of our competitors.

I. THE COMPANY'S LIMITED HISTORY OF OPERATIONS AND EXPECTED OPERATING LOSSES
   IN THE FORESEEABLE FUTURE.

We expect to incur operating losses for the foreseeable future and if we ever
have operating profits, we may not be able to sustain them. Expenses will
increase as we build an infrastructure to implement our business model. For
example, we expect to hire additional employees, expand information technology
systems and lease more space for our corporate offices. In addition, we plan to
significantly increase our operating expenses to include: (i) purchasing video
arcade games, (ii) seeking locations sites for these arcade games and (iii)
providing customer service to service location sites of games. Expenses may also
increase, due to the potential effect of goodwill amortization and other charges
resulting from future partnerships and/or alliances, if any. If any of these and
other expenses are not accompanied by increased revenue, the operating losses
will be even greater than anticipated.

J. WE MAY INCUR LOSSES AS A RESULT OF ACCUMULATING INVENTORY.

In addition, we could incur losses as a result of accumulating video arcade game
machine and not having a site location in place.

K. DEPENDENCE ON DISCRETIONARY SPENDING.

Our profits are dependent on discretionary spending by consumers, particularly
by consumers living in the communities in which the video arcade games are
located. A significant weakening in the national economy or any of the local
economies in which we operate may cause our patrons to curtail discretionary
spending which, in turn, could materially affect our profitability.

L. TRADITIONAL VIDEO ARCADE BUSINESS IS HIGHLY COMPETITIVE.

The traditional video arcade business is also highly competitive. We will
compete directly with other companies that specialize in the video arcade
business and have an industry reputation in the industry. These companies have
greater name recognition and have greater financial and marketing resources than
we do. In addition, the legalization of casinos creates the possibility for
entertainment alternatives that could have a material adverse effect on our
business.

                                       5
<PAGE>
M. GROWTH AND ACQUISITION MAY STRAIN THE MANAGEMENT, OPERATIONAL AND FINANCIAL
   RESOURCES.

There can be no assurances that our proposed business model will be adequate to
support any future operations. In addition, there is a risk that we may not be
able to expand our video arcade operations to allow for additional capacity at
the same rate as market demand may be created. If appropriate opportunities
present themselves, we intend to seek out business opportunities to expand our
video arcade business. The process of integrating and acquiring any business or
video arcade game(s), may result in operating difficulties and expenditures
which cannot be anticipated and may absorb significant management attention that
would otherwise be available for further development of our existing business.
Moreover, the anticipated benefits of any acquisition may not be realized. Any
future acquisitions of other businesses, technologies, services or products
might require us to obtain additional equity or debt financing, which might not
be available to the company on favorable terms or at all and might dilute
current shareholders. Additionally, we may not be able to successfully identify,
negotiate or finance future acquisitions or to integrate acquisitions with the
current proposed business.

N. SHARES SUBJECT TO RULE 144.

On October 31, 2001, the Company had 5,000,000 Common Shares issued and
outstanding that have not been registered with the Commission or any State
securities agency and which are currently restricted pursuant to Rule 144
promulgated by the Commission under the 1933 Act. Rule 144 provides, in essence,
that a person holding restricted securities for one year from the date the
securities were purchased from the issuer, or an affiliate of the issuer, and
fully paid, may sell limited quantities of the securities to the public without
registration, provided there shall be certain public information with respect to
the issuer. Pursuant to Rule 144, securities held by non-affiliates for more
than two years may generally be sold without reference to the current public
information or broker transaction requirements, or the volume limitations. None
of the current outstanding restricted shares are available for resale pursuant
to Rule 144. The sale of some or all of the currently restricted Common Shares
could have a material negative impact upon the market price of the Common
Shares, if a market for the Common Shares should develop in the future.

O. OTHER NON PUBLIC SALES OF SECURITIES.

As part of our plan to raise additional working capital, we may make a limited
number of offers and sales of our Common Shares to qualified investors in
transactions that are exempt from registration under the 1933 Act. There can be
no assurance we will not make other offers of our securities at different
prices, when, in managements discretion, such prices are deemed to be reasonable
under the circumstances.

                                       6
<PAGE>
P. NO ASSURANCE OF LIQUIDITY.

There is currently no public market for the Common Shares or any other
securities of the company and there can be no assurance that a trading market
will develop in the future.

ITEM 2 - DESCRIPTION OF PROPERTY

Cypress owns no real property. We are provided sufficient space to do our
present business by Robert Card, the director of the company. Going forward, we
plan to continue to use the offices of the director, at no cost to the company.
Both parties have agreed to continue this arrangement until we begin operations
and/or generate revenue.

ITEM 3 - LEGAL PROCEEDINGS

Cypress International, Inc. is not currently involved in any legal proceedings
and is not aware of any pending or potential legal actions.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
October 31, 2001.

                                     PART II

ITEM 5 - MARKET FOR  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

We plan to file for trading on the OTC Electronic Bulletin Board (OTCBB) which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids", "asks" and volume. We have not as of this date
contacted an authorized OTCBB market maker for sponsorship of our securities on
the OTCBB.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of the company's securities, and, therefore, no
high and low bid pricing of the securities.

HOLDERS

As of October 31, 2001, Cypress had 49 shareholders of record.

                                       7
<PAGE>
DIVIDENDS

The Company has not paid any cash dividends on our Common Shares to date and
there are no plans for paying cash dividends in the foreseeable future. Initial
earnings that we may realize, if any, will be retained to finance the growth of
the company. Any future dividends, of which there can be no assurance, will be
directly dependent upon earnings, our financial requirements and other factors.

RECENT SALES OF UNREGISTERED SECURITIES

On November 18, 1998, the Company was incorporated under the laws of the State
of Delaware.

The date, title and amount of unregistered securities sold/issued by Cypress
International, Inc. are as follows:

Date:                          February 19, 1999 to March 31, 1999
Number of Shares:              136,000
Total Offering Price:          $0.10 per share
Total Proceeds:                $13,600.00
Principal Underwriter:         None
Total Commissions:             None
Net Proceeds:                  $13,600.00
Commissions Paid:              None
Purchasers:                    48 non-affiliated private investors.
Exemption From Registration:   The statutory exemption, which the Company
                               relied on was Regulation D, Rule 504 of the
                               United States Securities Act of 1933, as amended.

On November 18, 1998, the Company issued 5,000,000 shares to Robert Card in
exchange for cash consideration of $1,000.00. We did not pay any commission for
this transaction. In addition, we did not utilize the services of an underwriter
to complete this transaction. The stock was issued in reliance on an exemption
from registration from non public offerings contained in section 4(2) of the
United States Securities Act of 1933, as amended.

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following Management's Discussion and Analysis of Operations contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements, as a result of certain factors, including those set forth under
"Risk Factors" and elsewhere in this registration statement. The following
should be read in conjunction with the audited Consolidated Financial Statements
included within this Annual Report.

                                       8
<PAGE>
PLAN OF OPERATION

The Business Plan for the Company over the next twelve months is to become a
full-service provider of sports and entertainment machines placed in strategic
locations for play. The Company initially plans to seek income from the play of
its sports and entertainment machines by placing these machines in strategic
locations and providing customer service for its inventory.

ANALYSIS OF FINANCIAL CONDITION

We have not yet generated positive cash from operating activities. From November
18, 1998 to October 31, 2001, we had a net loss of $20,245. The losses were a
result of organization and other start-up related costs. As of October 31, 2001
we had $156 in cash and $1,510 in accounts receivable. We do not foresee a
material increase in operating expenses until such time that sufficient capital
can be raised and we proceed with our business plan. Management believes that we
must be successful in raising equity or debt financing sufficient to meet our
current working capital requirements and to support the expenses associated with
developing the company's plans to locate and open future locations for video
arcade game machines.

Management's immediate plan is to focus its efforts on raising capital and
contacting potential companies for site location of video arcade game machines.
Management hopes to raise sufficient capital within the next twelve months to
initiate operations that include expanding the Company's officers and directors
make up. The sole director, officer and majority shareholder may have other
obligations and plans to initially devote minimal time to promoting the
company's strategic business plan. If other obligations take priority for the
officer and director over that of the Company's, it could have a material
adverse impact on the progress of the Company.

If we raise additional funds through the issuance of equity or convertible debt
securities, the percentage of ownership of its shareholders would be reduced and
such securities might have rights, preferences or privileges senior to its
common stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on
acceptable terms, our ability to fund expansion, take advantage of business
opportunities, develop, or enhance our business plan or otherwise respond to
competitive pressures would be significantly limited and it may significantly
restrict our operations.

COMPARISON OF FISCAL YEAR 2001 WITH FISCAL YEAR 2000

Revenues for fiscal year 2001 were $1,750 compared with $1,135 in 2000. General
and Administrative Expenses were $9,983 in 2001 and $7,356 in 2000. We do not
consider this a material change. Net loss in 2001 $8,233 as against $6,221 in
2000. We do not consider this a material change. We had Total Assets of $7,000
at October 31, 2001 as compared to $4,178 at October 31, 2000. As of October 31,
2001, we had working capital of $156 compared to $925 at October 31, 2000 and
face the need for substantial additional working capital in the near future.

                                       9
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS

                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          (A Professional Corporation)


Armando C. Ibarra, C.P.A.                   Members of the California Society of
Armando Ibarra, Jr., C.P.A.                 Certified Public Accountants

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Tugboat International, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Cypress  International,  Inc.
as of  October  31,  2001 and 2000 and the  related  statements  of  operations,
changes in stockholders'  equity and cash flows for the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Cypress
International,  Inc. as of October  31, 2001 and 2000,  and the results of their
operations  and their cash flows for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.


/s/ Armando C. Ibarra
----------------------------
Armando C. Ibarra, CPA-APC

May 2, 2002
Chula Vista, California

                                       10
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets
                   As of October 31, 2001 and October 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  As of          Year Ended
                                                                October 31,      October 31,
                                                                   2001             2000
                                                                 --------         --------
<S>                                                              <C>              <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                           $    156         $    925
  Accounts receivable                                               1,510              586
                                                                 --------         --------
TOTAL CURRENT ASSETS                                                1,666            1,511
                                                                 --------         --------

OTHER ASSETS
  Prepaid game machine/location licenses (net)                      5,334            2,667
                                                                 --------         --------
TOTAL OTHER ASSETS                                                  5,334            2,667
                                                                 --------         --------
      TOTAL ASSETS                                               $  7,000         $  4,178
                                                                 ========         ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                               $ 12,645         $  1,590
                                                                 --------         --------
TOTAL CURRENT LIABILITIES                                          12,645            1,590
                                                                 --------         --------
      TOTAL LIABILITIES                                            12,645            1,590

STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value authorized
   (20,000,000 shares authorized; none
   issued and outstanding.)                                            --               --
  Common stock $.0001 par value authorized
   (80,000,000 shares authorized; issued
   and outstanding : 5,136,000 shares at October 31, 2000
   and October 31, 1999, respectively.)                               514              514
  Additional paid-in capital                                       14,086           14,086
  Deficit accumulated during the development stage                (20,245)         (12,012)
                                                                 --------         --------
TOTAL STOCKHOLDERS' EQUITY                                         (5,645)           2,588
                                                                 --------         --------
       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $  7,000         $  4,178
                                                                 ========         ========
</TABLE>
                       See Notes to Financial Statements

                                       11
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
                  For the Years Ended October 31, 2001 and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           November 18, 1998
                                                                              (Inception)
                                            Year Ended      Year Ended          through
                                            October 31,     October 31,       October 31,
                                               2001            2000              2001
                                           -----------      -----------       -----------
<S>                                        <C>              <C>               <C>
REVENUES
  Revenues                                 $     1,750      $     1,135       $     3,230
                                           -----------      -----------       -----------

TOTAL REVENUES                                   1,750            1,135             3,230

GENERAL & ADMINISTRATIVE EXPENSES                9,983            7,356            23,475
                                           -----------      -----------       -----------

TOTAL GENERAL & ADMINISTRATIVE EXPENSES          9,983            7,356            23,475
                                           -----------      -----------       -----------

NET LOSS                                   $    (8,233)     $    (6,221)      $   (20,245)
                                           ===========      ===========       ===========

BASIC LOSS PER SHARE                       $     (0.00)     $     (0.00)
                                           ===========      ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                   5,136,000        5,136,000
                                           ===========      ===========
</TABLE>

                       See Notes to Financial Statements

                                       12
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
           From November 18, 1998 (Inception) through October 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                    Accumulated
                                                           Common      Additional     During
                                            Common         Stock        Paid-in     Development
                                            Stock          Amount       Capital       Stage          Total
                                            -----          ------       -------       -----          -----
<S>                                       <C>             <C>           <C>          <C>            <C>
Stock issued for cash on November 18,
1998 @ $0.0002 per share                  5,000,000       $   500       $   500      $      0       $ 1,000

Stock issued from sale of private
placement on March 31, 1999
(Note 1) @ $0.10 per share                  136,000            14        13,586                      13,600

Net loss, November 18, 1998 (inception)
to October 31, 1999                                                                    (5,791)       (5,791)
                                         ----------       -------       -------      --------       -------

BALANCE, OCTOBER  31, 1999                5,136,000           514        14,086        (5,791)        8,809
                                         ==========       =======       =======      ========       =======

Net loss, October  31, 2000                                                            (6,221)       (6,221)
                                         ----------       -------       -------      --------       -------

BALANCE, OCTOBER  31, 2000                5,136,000           514        14,086       (12,012)        2,588
                                         ==========       =======       =======      ========       =======

Net loss, October  31, 2001                                                            (8,233)       (8,233)
                                         ----------       -------       -------      --------       -------

BALANCE, OCTOBER  31, 2001                5,136,000       $   514       $14,086      $(20,245)      $(5,645)
                                         ==========       =======       =======      ========       =======
</TABLE>

                       See Notes to Financial Statements

                                       13
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                  For the Years Ended October 31, 2001 and 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                           November 18, 1998
                                                                                              (Inception)
                                                            Year Ended      Year Ended          through
                                                            October 31,     October 31,       October 31,
                                                               2001            2000              2001
                                                           -----------      -----------       -----------
<S>                                                        <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                   $ (8,233)        $ (6,221)        $(20,245)
  Amortization                                                  3,333              318            3,722
  (Increase) in accounts receivable                              (925)            (520)          (1,511)
  Prepaid game machine/location licenses                       (6,000)              --          (12,000)
  Prepaid game machine/location licenses expense                   --            2,000            3,333
  Organization costs                                               --               --             (389)
  Increase in accounts payable                                 11,056            1,590           12,646
                                                             --------         --------         --------
     NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES            (769)          (2,833)         (14,444)

CASH FLOWS FROM INVESTING ACTIVITIES

     NET CASH USED BY INVESTING ACTIVITIES                         --               --               --

CASH FLOWS FROM FINANCING ACTIVITIES
  Additional paid-in capital                                       --               --           14,600
                                                             --------         --------         --------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                     --               --           14,600
                                                             --------         --------         --------

NET INCREASE IN CASH                                             (769)          (2,833)             156

CASH AT BEGINNING OF PERIOD                                       925            3,758               --
                                                             --------         --------         --------

CASH AT END OF PERIOD                                        $    156         $    925         $    156
                                                             ========         ========         ========
</TABLE>

                       See Notes to Financial Statements

                                       14
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of October 31, 2001


NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company has not  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is management's  plan to seek additional equity
capital through sale of its securities through private placements.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The  financial  statements  have  been  prepared  using  the  accrual  basis  of
accounting.  Under the accrual  basis of  accounting,  revenues  are recorded as
earned and expenses  are  recorded at the time  liabilities  are  incurred.  The
Company has adopted an October 31, year-end.

b. Use of Estimates

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

c. Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

e. Income Taxes

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

                                       15
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of October 31, 2001


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

e. Income Taxes (cont.)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

f. Basic Earnings per Share

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective November 18, 1998 (inception).

Basic  earnings  (loss) per share  amount is computed by dividing the net income
(loss) by the weighted  average  number of common  shares  outstanding.  Diluted
earnings  (loss) per share is the same as basic earnings (loss) per share due to
the lack of dilutive items in the Company.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

NOTE 4. GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is management's plan to seek additional capital
through sale of its securities through private placements.

                                       16
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of October 31, 2001


NOTE 5. INCOME TAXES


                                                          As of October 31, 2001
                                                          ----------------------
     Deferred tax assets:
     Net operating tax carryforwards                             $ 3,037
     Other                                                             0
                                                                 -------
     Gross deferred tax assets                                     3,037
     Valuation allowance                                          (3,037)
                                                                 -------

     Net deferred tax assets                                     $     0
                                                                 =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.


NOTE 6.  SCHEDULE OF NET OPERATING LOSSES


     1999 Net Operating Loss                                     $ (5,791)
     2000 Net Operating Loss                                       (6,221)
     2001 Net Operating Loss                                       (8,233)
                                                                 --------

     Net Operating Loss                                          $(20,245)
                                                                 ========

As of October 31, 2001,  the Company has a net operating  loss  carryforward  of
approximately  $ 20,245,  which will  expire 20 years from the date the loss was
incurred.

NOTE 7. RELATED PARTY TRANSACTION

The Company's neither owns nor leases any real or personal property.  A director
without  charge  provides  office  services.  Such costs are  immaterial  to the
financial  statements and,  accordingly,  have not been reflected  therein.  The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

                                       17
<PAGE>
                           CYPRESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             As of October 31, 2001


NOTE 8. PREPAID GAME MACHINE/LOCATION LICENSES

The Company  purchased  one video  arcade game  machine/location  license at the
Royal Canadian Legion # 2 in New Westminister,  British Columbia for $ 6,000.00.
The location was relocated to TJ Family Fun Center in Mission, British Columbia.

NOTE 9. STOCK

Issuance of Stock:

On November 18, 1998,  the Company issued  5,000,000  shares of common stock for
cash valued at $ 0.0002 per share.

On March 31, 1999,  the Company  issued  136,000 shares of common stock for cash
valued at $ 0.10 per share.

As of October 31, 2001 the Company had  5,136,000  shares of common stock issued
and outstanding.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

                                       18
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Name & Address         Age      Position      Date First Elected    Term Expires
--------------         ---      --------      ------------------    ------------
Robert Card            66       President,        11/18/98             11/1/02
1168 Smith Road                 Secretary,
Bellingham, WA 98226            Director

The foregoing person may be deemed a "promoter" of the company, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

No current or former Officer, Director, or control person of the corporation has
been the subject of any Order, Judgement, or Decree of any Court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring, suspending or otherwise limiting him from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any securities. No Officer or Director of the
corporation is the subject of any pending legal proceedings.

Resume

Mr. Robert Card has been the Chairman of the Board, Chief Executive Officer,
President and Secretary of the Company since it was founded on November 18,
1998. Mr. Card has been a Financial Consultant to Sumac Investments Ltd. from
1992 to present. During the period from June 1980 through 1991, Mr. Card was a
Financial Consultant for Aries Management Ltd., Vancouver, B.C. Mr. Card was an
Auditor with the Revenue Department of Canada from 1975 through June 1980. Mr.
Card received his Bachelor of Arts in Economics and Commerce from Simon Fraser
University, Burnaby, British Columbia. Mr. Card has served on the board of
directors and as an officer of numerous junior and start-up companies on the
Vancouver Stock Exchange/CDNX since 1980.

                                       19
<PAGE>
ITEM 10 - EXECUTIVE COMPENSATION

The company's current officer receives no compensation.

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                Other
 Name &                                         annual    Restricted                          All other
principal                                      compen-      stock       Options    LTIP       compen-
position         Year   Salary($)   Bonus($)   sation($)    awards      SARs($)  Payouts($)   sation($)
--------         ----   ---------   --------   ---------    ------      -------  ----------   ---------
<S>              <C>    <C>         <C>        <C>         <C>          <C>       <C>          <C>
R Card           2001     -0-         -0-         -0-         -0-         -0-        -0-         -0-
President,       2000     -0-         -0-         -0-         -0-         -0-        -0-         -0-
Secretary,
Treasurer
</TABLE>

There are no current employment agreements between the company and its executive
officer.

The officer currently devotes an immaterial amount of time to manage the affairs
of the company.

The director and principal officer have agreed to work with no remuneration
until such time as we receive sufficient revenues necessary to provide proper
salaries to all officers and compensation for directors' participation. The
officer and the board of directors have determined that a minimum cash balance
of not less than $20,000 will be necessary before officers may receive
compensation. At this time, management cannot accurately estimate when
sufficient revenues will occur to implement this compensation, or the exact
amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the corporation in the event of retirement
at a normal retirement date pursuant to any presently existing plan provided or
contributed to by the corporation.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

As of October 31, 2001, the Company had 5,136,000 Common Shares issued and
outstanding. The following table sets forth information on the ownership of the
company's voting securities by officers, directors and major shareholders who
own beneficially more than five percent of the company's common stock through
the most current date - October 31, 2001:

                                       20
<PAGE>
Title of                                            Amount &           Percent
 Class       Name & Address                     Nature of owner         Owned
 -----       --------------                     ---------------         -----
Common      Robert Card                            5,000,000            97.35%
            1168 Smith Road
            Bellingham, WA 98226

Total shares owned by officers, directors,
& major shareholders, as a group                   5,000,000            97.35%

Cypress issued Mr. Card 5,000,000 shares of Cypress' common stock on November
18, 1998 for cash in the amount of $1,000.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Card,
the president of the corporation. The costs associated with the use of the
telephone and mailing address were deemed by management to be immaterial as the
telephone and mailing address were almost exclusively used by Mr. Card for other
business purposes.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 99.1 - Certification of Chief Executive Officer
Exhibit 99.2 - Certification of Chief Financial Officer

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      Cypress International, Inc.


Date 05/12/03                            /s/ Robert Card
    ------------                         ----------------------------------
                                      By Robert Card, Pres., Sec., Treas. &
                                         Director


                                       21
<PAGE>
                        ANNUAL CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert L. Card, certify that:

1. I have reviewed this annual report on Form 10KSB of Cypress International
Inc.;

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

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

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

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

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

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

5. As the registrant's certifying officer, I have disclosed, based on the most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

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

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

6. As the registrant's certifying officer, I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the
12th day of May 2003.

/s/ Robert L. Card
------------------------------
Chief Executive Officer

                                       22
<PAGE>
                        ANNUAL CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert L. Card, certify that:

1. I have reviewed this annual report on Form 10-KSB of Cypress International,
Inc.;

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

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

4. As the registrant's certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

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

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

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

5. As the registrant's certifying officer, I have disclosed, based on the most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

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

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

6. As the registrant's certifying officer, I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the
12th day of May 2003.

/s/ Robert L. Card
------------------------------
Chief Financial Officer

                                       23