<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934
     For  the  fiscal  year  ended  December  31,  2001
                                    -------------------

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  transition  period  from  _________  to  ____________

     Commission  File  No.  000-32747

                        First Cypress Technologies, Inc.
                        --------------------------------
             (Exact name of Registrant as specified in its charter)

          NEVADA                                   98-0218688
-------------------------------                    -----------------------
(State or other jurisdiction of                    (I.R.S.  Employer
incorporation or  organization)                    Identification  Number)

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

Registrant's telephone number, including area code:   (604) 817-1441
                                                      --------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12 (g) of the Act: COMMON STOCK, PAR
VALUE  $0.001  PER  SHARE

Check  whether  the  issuer  (l)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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. [X] Yes
[  ]  No

Check  if  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.  [   ]

Revenues  for  2001  were  NIL.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to the last reported sale price of such stock as of April 9, 2002
is  $185,175.  At  April 9, 2002, our stock's closing price was $0.09 per share.
This  price, however, is an inter-dealer price without retail mark-up, mark-down
or  commission  and  may  not  represent  an  actual  transaction.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  The number of shares of the issuer's
Common  Stock  outstanding  as  of  April  10,  2002  was  7,057,500.

Transitional  Small Business Disclosure Format (check one):  Yes [  ]  No [X]


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                                     PART I

Certain  statements  contained  in  this Form 10-KSB constitute "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended  (the  "Securities  Act"),  and  Section  21E of the Exchange Act. These
statements,  identified  by  words  such  as  "plan",  "anticipate,"  "believe,"
"estimate," "should," "expect" and similar expressions, include our expectations
and  objectives  regarding  our future financial position, operating results and
business strategy. These statements reflect the current views of management with
respect  to  future  events  and  are  subject to risks, uncertainties and other
factors  that  may  cause  our  actual  results, performance or achievements, or
industry  results,  to  be  materially  different  from  those  described in the
forward-looking statements. Such risks and uncertainties include those set forth
under  the  captions  "Description  of  Business",  "Management's Discussion and
Analysis  or  Plan  of  Operation"  and elsewhere in this Form 10-KSB. We do not
intend  to  update  the forward-looking information to reflect actual results or
changes  in  the  factors  affecting  such  forward-looking  information.

Item  1.  Description  of  Business

We  were  incorporated  on  September  14,  1999  under the laws of the state of
Nevada.

Our  business  is  still  in  the  development  stage.  Since our inception, our
business  plan  has  been  to  develop  and market an Internet computer software
program known as EngineMax through our www.enginemax.com Internet web site.   On
October  5,  1999,  we acquired the rights to develop our EngineMax software and
the  www.EngineMax.com  web  site  for  $15,000.

Over the past six months, we have been unable to raise the necessary capital our
organization  needs  in  order  to  complete  the  development  of  our product.
Although we will continue to pursue additional funding, in order to enable us to
implement  our  business  plan,  we  will  also  be  exploring  other  business
opportunities  for  the  company  such  as  partnerships  with  other  entities.

We  have not yet commenced the development of the EngineMax software and we have
yet to identify and hire an independent software development firm, as is part of
our plan of operations.  The EngineMax software is still in its conceptual stage
of  development  and  is not ready for commercial use or sale.  We have also not
started  operations  of our web site. Our ability to continue with the following
business  plan  is  contingent  upon  our  obtaining  additional  capital  of
approximately  $850,000.


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<PAGE>

Development  of  the  EngineMax  software

Our  business  plan is to develop the EngineMax software as an Internet software
package  that will be designed to enable users to automatically submit web pages
to  major  search  engines.  We are planning to design the EngineMax software to
access  links  that are currently incorporated into major search engines.  These
access  links  enable  users  to submit web pages directly to the search engine.
The  EngineMax  software  will be designed with the objective of automating this
submission process and maximizing the ability of the user to have their web page
cited  by  major search engines when Internet users enter appropriate key words.

Our  plan  is  to design the EngineMax software with the following capabilities:

-    The  EngineMax  software  will  operate  on  both Windows 95 and Windows 98
     operating  systems.

-    The  EngineMax software will be designed to submit domain names directly to
     major  search  engines  through  a  comprehensive  submission  program.

-    The  EngineMax  software will be designed for the submission of initial web
     pages  as  well  as  the  submission  of  web  page  updates.

-    The  EngineMax  software will be designed to configure submissions to major
     search  engines  in  order  to maximize exposure of customer's web sites on
     major  search  engines.

We  also  plan to develop our EngineMax web site at "www.enginemax.com" in order
to  market  our  EngineMax software.  We will design our web site to provide our
customers  with  useful  tips and strategies for positioning their web sites for
maximum  recognition  by  major  search  engines.

We  anticipate  that  upon  development, we will have to continually upgrade and
refine  the  EngineMax  software  in  order  that  the  software:

-     remains  compliant  with  any  modifications  to  the  web page submission
      requirements  of  major  search  engines;
-     is  able  to  operate on upgraded operating systems, such as Windows 2000;
-     is  competitive  with  products  introduced  by  competitors.

Market  for  the  EngineMax  software

Our  objective  is  to  earn  revenues from sales of licenses for the use of the
EngineMax  software.


                                       3

<PAGE>

We  believe  that the customers for our software will consist of web page owners
and  web  page developers who are trying to maximize the visibility of their web
sites on major Internet search engines.  Visibility on major search engines is a
principal  component  of  the business plans of many companies who are trying to
conduct  electronic  commerce or other business via the Internet.  We anticipate
that  web  page businesses and designers in the following areas may purchase our
software:

-     Internet  marketing;
-     Electronic  commerce;
-     Generating  web  traffic;
-     Customer  support  services;
-     Special  events;
-     Corporate  web  pages;
-     Personal  web  pages;
-     Online  identity  and  development.


Marketing

Our  objective  will  be  to  commence  marketing of the EngineMax software upon
completion  of  its  development.  Our marketing strategy is proposed to include
the  following  elements:

(A)     A  banner-advertising  program  in which we would pay for advertising of
the  EngineMax  software on Internet web sites where we feel exposure would help
to  increase  sales  of  the  EngineMax  software.

(B)     An  e-mail  program  whereby  advertisements  for our EngineMax software
would be delivered to potential customers, including Internet service providers,
advertising  companies,  web  site  development  firms and computer programmers.

Competition

We  will  compete  with other software developed by competitors, which includes:

-     A  software  product  known  as  Submit-it  marketed  by  Software Design;
-     A  software  product  known  as  Web Position Gold marketed by First Place
      Software;
-     A  software  product  known  as  Submission  Wizard  marketed  by GRP Main
      Agencies.

We  will  compete with existing competitors both on the basis of price and brand
recognition.  Existing  competitors  who  have  already completed development of
their  software products may be able to market their competing products at lower
prices than we are able to market the EngineMax software.  In addition, existing
competitors  may have developed brand recognition with consumers, thereby making
it  more difficult for


                                       4

<PAGE>

our  product  to  gain  consumer  acceptance.  The  presence  of these and other
established  competitors  could  adversely  affect  our  ability to successfully
implement  our  business  plan  and achieve sales of our software. If we are not
successful  in  implementing  our  business  plan,  then our business will fail.

We  have  limited  financial,  marketing, technical and other resources that are
necessary  to  implement  our  business plan.  Many of our current and potential
competitors have significantly greater financial, marketing, technical and other
resources  than  we do.  Our competitors may be able to devote greater resources
to  the  development, promotion and sale of competing software and web sites. In
addition,  our  competitors may be able to offer the software we are planning to
develop  at  prices that are below the prices offered by us or which may even be
free.


Employees  and  Consultants

We  have  no  full-time  employees  and  two part-time employees.  Our part-time
employees  include Mr. Robert Rosner, our president and chief executive officer,
and  Mr.  Carl  Chow,  our secretary, treasurer and chief financial officer.  We
plan  to  conduct our business primarily through agreements with consultants and
arms-length  third  parties.

Subsidiaries

We  do  not  have  any  subsidiaries.

Patents  and  Trademarks

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.
However,  we  currently  own  the  Internet  domain  name  www.EngineMax.com.

Research  and  Development  Expenditures

We  have  not  expended  any  money  on research and development.  We have spent
$15,000 on expenses associated with the acquisition of the rights to develop our
EngineMax  software  and  the  www.EngineMax.com  web  site  address.

Item  2.  Description  of  Property

We  do  not  own or lease any real property. Our principal executive offices are
located  in  property rented by Mr. Robert Rosner, our president and a director,
at  1281  W.  Georgia  Street,  Suite  501,  Vancouver,  BC,  V6E3J7.

Item  3.  Legal  Proceedings

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


                                       5

<PAGE>

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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  December  31,  2001.


                                   Part  II

Item  5.  Market for Registrant's Common Equity and Related Stockholders Matters

Market  Information

Prior  to  August  2001,  there  was no trading market for our common stock.  We
obtained  a  trading  symbol  of  "FCYP"  and  began  trading  on  the  NASD
Over-the-Counter  Bulletin  Board  in August 2001. Although we have a listing on
the  Bulletin Board, there is no assurance that an active, liquid market for our
common  stock  will  develop  or  that  a  trading  market  will  continue.

Our  common  stock  is quoted on the NASD Over-the-Counter Bulletin Board at the
present  time.  At  April 9, 2002 our stock's closing price was $0.09 per share.
This  price, however, is an inter-dealer price without retail mark-up, mark-down
or  commission and may not represent an actual transaction. The high and the low
trades  for  our  shares  for  each  quarter  of  actual  trading  were:

                                       HIGH           LOW
                                       ----           ---

2001*

Third Quarter                          $1.50          $0.40

Fourth Quarter                         $1.50          $0.035

2002*

First Quarter                          $0.11          $0.09

--------------------------------------------------------------------------------
*  The  prices  are  all  "closing"  prices  and  appear as approximate figures.

The  Securities and Exchange Commission has adopted a Rule that defines a "penny
stock,"  for  purposes  relevant to us, as any equity security that has a market
price  of less than $5.00 per share or with an exercise price of less than $5.00
per  share,  subject  to  certain  exceptions.  Our  common  stock  is presently
considered a "penny stock" and is subject to such market rules.  The penny stock
rules  require  a  broker-dealer,  prior  to  a transaction in a penny stock, to
deliver  a  standardized  risk  disclosure  document prepared by the Commission,
that:  (a)  contains a description of the nature and level of risk in the market
for  penny stocks in both public offerings and secondary trading; (b) contains a


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description of the broker's or dealer's duties to the customer and of the rights
and  remedies  available  to  the  customer  with respect to a violation to such
duties  or  other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks  and  the  significance of the spread between the bid and ask price;  (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines  significant  terms  in  the  disclosure  document  or in the conduct of
trading  in penny stocks; and (f) contains such other information and is in such
form,  including  language,  type,  size  and  format,  as  the Commission shall
require  by  rule  or regulation.  The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer with: (a) bid and offer
quotations  for  the  penny stock; (b) the compensation of the broker-dealer and
its  salesperson  in the transaction; (c) the number of shares to which such bid
and  ask prices apply, or other comparable information relating to the depth and
liquidity  of  the  market  for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's  account. In
addition,  the  penny stock rules require that prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules; the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser's written acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a signed and dated copy of a written suitability statement.
These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the  secondary  market  for  our  stock.

Holders  of  Common  Stock

There  are  7,057,500  outstanding common shares as of April 10, 2002 held by 40
stockholders  of  record.  Of these shares, 5,000,000 can be sold at the present
time  under the guidelines of Rule 144 under the Securities Act of 1933.  All of
these 5,000,000 shares are held by our affiliates.  The remaining 2,057,500 that
are issued and outstanding are not restricted as having been registered pursuant
to  an  SB-2  filed  by  First  Cypress  that  was  effective  on  May 14, 2001.

Stock  Option  Grants

To  date,  we  have  not  granted  any  stock  options.

Dividends

Since  its inception, no dividends have been paid on the Company's common stock.
The  Company  intends to retain any earnings for use in its business activities,
so  it  is  not expected that any dividends on the common stock will be declared
and  paid  in  the  foreseeable  future.

There  are  no  restrictions  in  our  Articles  of Incorporation or bylaws that
restrict  us  from  declaring  dividends.  The Nevada Revised Statutes, however,
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:


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(A)  we  would  not  be  able  to  pay our debts as they become due in the usual
     course  of  business;  or

(B)  our  total assets would be less than the sum of our total liabilities, plus
     the  amount  that would be needed to satisfy the rights of shareholders who
     have  preferential  rights  superior  to  those receiving the distribution.

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent  Sales  of  Unregistered  Securities

We  did  not complete any sales of our common stock during our fiscal year ended
December  31,  2001.


Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

PLAN  OF  OPERATION

As  of  December  31,  2001,  we  have been unsuccessful in our efforts to raise
additional capital to meet our plan of operations.  As a result, our  operations
have been inactive.   Our cash position as of December 31, 2001 was $313.  Since
inception,  we have recognized no revenue.  We have accumulated operating losses
of  $194,392  and  we  have  a  working  capital deficiency of $162,742.  At the
present  time,  and  over  the  next twelve months, our primary focus will be to
explore  various methods for raising additional funds.  We will also investigate
the  possibility  of forming partnerships with other entities and research other
business  opportunities.  In  the  event  we  are  not  successful  in  raising
additional financing, we anticipate that we will not be able to proceed with our
business  plan  for  the development and marketing of the EngineMax software and
that  our business may fail.  Accordingly, our financial statements contain note
disclosures  describing  the  circumstances that lead there to be doubt over our
ability  to  continue  as  a going concern.  In their report on the December 31,
2001  annual  financial  statements  for  the  year ended December 31, 2001, our
independent  auditors included an explanatory paragraph regarding our ability to
continue  as  a  going  concern.

In  order  to  explore  other  business  opportunities  and  pursue our existing
business  plan  ,  we  are  dependent  upon  the continuing financial support of
creditors  and  stockholders  until  such time when we are successful in raising
equity  capital  to  finance  the  operations  and  capital  requirements of the
Company.  We anticipate that if we are successful in raising additional capital,
the financing would be an equity financing through the sale of our common stock.
This financing would cause existing shareholders to experience dilution of their
interest  in  our  company.


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

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

     Build an internal administrative and managerial organization to oversee all
     areas  of  development  and  long-term  operations

     Develop  a  functional  and  marketable  piece  of  software

     Create  a  cost-effective  and  internet-based  marketing  campaign

     Develop  a  web  site  to  market  the  software

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

We  also  anticipate  building  an  internal  enhancement, support and marketing
infrastructure  for  the  business.  Once  we  receive  additional  capital,  we
anticipate spending approximately $50,000 on the purchase of necessary equipment
and  supplies.

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

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

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

We  plan to undertake an advertising and marketing campaign once the development
of  our  EngineMax  software  is complete.  We anticipate that initial marketing
expenses  for  the  twelve  months  following  receipt  of  financing  will  be
approximately $100,000. A third party marketing consulting firm will design this
campaign  and  conduct  the  majority  of


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the  work.  We anticipate that this will minimize start up expenses and optimize
results  in  the  ever-changing  world  of  Internet  marketing.

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

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

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

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

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

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

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

Forward-Looking  Statements

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

Item  7.  Financial  Statements

Index  to  Financial  Statements:

1.     Independent  Auditors'  Report;

2.     Audited  Financial  Statements  for  the  year  ended  December 31, 2001,
       including:

     a.   Balance  Sheets  as  at  December  31,  2001  and  2000;


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     b.   Statements of Changes in Capital Deficit for the period from September
          14,  1999  (inception)  to  December  31,  2001;

     c.   Statements  of  Operations  for  the years ended December 31, 2001 and
          2000 and for the cumulative period from September 14, 1999 (inception)
          to  December  31,  2001;

     d.   Statements  of  Cash  Flows  for the years ended December 31, 2001 and
          2000 and for the cumulative period from September 14, 1999 (inception)
          to  December  31,  2001;

     e.   Summary  of  Significant  Accounting  Policies

     f.   Notes  to  Financial  Statements.


                                       11
<PAGE>


First  Cypress  Technologies,  Inc.
(A  Development  Stage  Company)
Financial  Statements
For  the  years  ended  December  31,  2001  and  2000
(Expressed  in  US  Dollars)






                                                              Contents

Independent  Auditors'  Report

Financial  Statements

     Balance  Sheets

     Statements  of  Changes  in  Capital  Deficit

     Statements  of  Operations

     Statements  of  Cash  Flows

     Summary  of  Significant  Accounting  Policies

     Notes  to  Financial  Statements

<PAGE>


                                                    Independent Auditors' Report



To  the  Directors  and  Stockholders  of
First  Cypress  Technologies,  Inc.
(A  Development  Stage  Company)


We  have  audited  the  Balance  Sheets  of  First Cypress Technologies, Inc. (a
development  stage  company) as at December 31, 2001 and 2000 and the Statements
of  Changes  in  Capital  Deficit,  Operations and Cash Flows for the years then
ended  and  for  the  cumulative  period  from September 14, 1999 (inception) to
December  31,  2001.  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  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  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  audits provide a reasonable basis for our
opinion.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial  position  of  First  Cypress  Technologies,  Inc.  (a
development  stage  company) as at December 31, 2001 and 2000 and the results of
its  operations,  changes  in  capital deficit and cash flows for the years then
ended  and  for  the  cumulative  period  from September 14, 1999 (inception) to
December 31, 2001 in accordance with United States generally accepted accounting
principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has no established source of revenue and has suffered
recurring  losses  from  operations.  This  raises  substantial  doubt about its
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are described in Note 1.  These financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



/s/ BDO Dunwoody LLP

Chartered  Accountants

Vancouver,  Canada
April  10,  2002


<PAGE>


<TABLE>
<CAPTION>

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

December 31                                           2001        2000
                                                   ----------  ----------
<S>                                                <C>         <C>
Assets

Current
  Cash                                             $     313   $     427
================================================================================
Liabilities and Capital Deficit

Current
  Accounts payable and accrued liabilities         $  55,503   $  40,622
  Due to stockholder (Note 2)                        107,552      70,449
                                                   ----------------------

    Total liabilities                                163,055     111,071
                                                   ----------------------

Capital deficit
Share capital
Authorized:
  25,000,000 common shares with par value $0.001
Issued:
    7,057,500 common shares                            7,058       7,058
Additional paid-in capital                            24,592      24,592
Deficit accumulated during the development stage    (194,892)   (142,294)
                                                   ----------------------

Total capital deficit                               (162,742)   (110,644)
                                                   ----------------------

Total Liabilities and Capital Deficit              $     313   $     427
                                                   ======================

</TABLE>




The accompanying significant accounting policies and notes are an integral part
                          of these financial statements


<PAGE>

<TABLE>
<CAPTION>

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


From  the  period  September  14,  1999  (inception)  to  December  31,  2001
-----------------------------------------------------------------------------

                                                    Deficit
                                                    Accumulated
                       Common Stock      Additional in the      Total
                     ------------------- Paid-in    Development Capital
                     Shares     Amount   Capital    Stage       Deficit
<S>                  <C>        <C>      <C>       <C>         <C>
------------------------------------------------------------------------------
Issuance of shares on
 incorporation in
 September 1999
 for cash at
 $0.001 per share     5,000,000  $ 5,000  $      -  $       -   $   5,000

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

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

Net loss and
 comprehensive loss           -        -         -    (33,298)    (33,298)
                      ----------------------------------------------------
Balance, December
 31, 1999             7,057,500    7,058    24,592    (33,298)     (1,648)

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

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

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

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

</TABLE>

The accompanying significant accounting policies and notes are an integral part
                          of these financial statements


<PAGE>

<TABLE>
<CAPTION>

                                             First  Cypress  Technologies,  Inc.
                                                   (A Development Stage Company)
                                                        Statements of Operations
                                                       (Expressed in US Dollars)

                                                                  Period from
                                                                 September 14
                                            For the years ended        1999
                                                December 31      (Inception) to
                                      -------------------------  December 31
                                       2001         2000         2001
<S>                                    <C>          <C>          <C>
Expenses
 Interest and bank charges             $    7,860   $    3,137   $   10,997
 Management fees (Note 4)                  12,000        1,000       13,000
 Other                                          -        1,170        1,241
 Professional fees                         26,238       97,689      142,154
 Rent and office services (Note 4)          6,000        6,000       12,000
 Software development                           -            -       15,000

Net loss for the period                $  (52,098)  $ (108,996)  $ (194,392)
===========================================================================
Loss per share                         $    (0.01)  $    (0.02)  $    (0.03)
===========================================================================
Weighted average shares outstanding     7,057,500    7,057,500    6,904,127
===========================================================================
</TABLE>

The accompanying significant accounting policies and notes are an integral part
                          of these financial statements


<PAGE>

<TABLE>
<CAPTION>

                                             First  Cypress  Technologies,  Inc.
                                                   (A Development Stage Company)
                                                        Statements of Cash Flows
                                                       (Expressed in US Dollars)

                                                                     Period from
                                                                     -----------
                                                    For the         September 14
                                                    years ended             1999
                                                  December 31     (Inception) to
                                               -------------------   December 31
                                                 2001        2000        2001
<S>                                            <C>        <C>         <C>
Cash flows from operating activities
 Net loss for the period                       $(52,098)  $(108,996)  $(194,392)

 Increase in liabilities
 Accounts payable and accrued liabilities        14,881      23,622      55,503
                                               ---------------------------------
   Cash used in operating activities            (37,217)    (85,374)   (138,889)
                                               ---------------------------------

Cash flows from financing activities
   Loans from stockholder                        37,103      70,449     107,552
 Proceeds from issuance of share capital                          -      31,650
                                               ---------------------------------

   Cash provided by financing activities         37,103      70,449     139,202
                                               ---------------------------------

Increase (decrease) in cash during the period      (114)    (14,925)        313

Cash, beginning of period                           427      15,352           -
                                               ---------------------------------

Cash, end of period                            $    313   $     427   $     313
================================================================================
Supplemental information
 Interest and taxes paid                       $      -   $       -   $       -
================================================================================
</TABLE>


The accompanying significant accounting policies and notes are an integral part
                          of these financial statements


<PAGE>

                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                      Summary of Significant Accounting Policies
                                                       (Expressed in US Dollars)

December  31,  2001  and  2000
------------------------------

Basis  of  Presentation

These  financial  statements  are  stated  in  US  dollars  and  are prepared in
accordance  with  US  generally  accepted  accounting principles. The Company is
currently  in  the  development  stage  and presents its financial statements in
accordance  with  Statement  of  Financial  Accounting  Standard ("SFAS") No. 7,
"Accounting  and  Reporting  by  Development  Stage  Enterprises".

Software  Development  Costs

Under  the  provisions  of  SFAS  No.  86, "Accounting for the Costs of Computer
Software  to  be  Sold, Leased or Otherwise Marketed", certain costs incurred in
the  internal  development  of  computer  software  which  is  to be licensed to
customers  are  capitalized.  Amortization  of  capitalized  software  costs  is
provided  upon  commercial  release of the products at the greater of the amount
using  (i) the ratio that current gross revenues for a product bear to the total
of  current  and  anticipated future gross revenues of that product or, (ii) the
straight-line  method  over the remaining estimated economic life of the product
including  the  year  being  reported  on. Costs that are capitalized as part of
internally  developed  software  primarily  include  direct  and  indirect costs
associated  with  payroll,  computer  time  and allocable depreciation and other
direct  allocable  costs,  among  others.  All  costs  incurred  prior  to  the
establishment  of  technological  feasibility  are  expensed  as  research  and
development  costs  during the years in which they were incurred. Capitalization
stops  when  the  product  is available for general release. The amount by which
unamortized  software  costs  exceeds  the  net  realizable  value,  if  any, is
recognized  as  expense  in the year it is determined. The Company will evaluate
the  net  realizable value of capitalized computer software costs and intangible
assets  on  an  ongoing basis relying on a number of factors including operating
results,  business  plans,  budgets  and  economic  projections.

Physical  assets  that  are  acquired  for  development  activities that have an
alternate  future  use  will  be  capitalized.

For  the  years  ended  December  31,  2001 and 2000, no costs were capitalized.

Use  of  Estimates

The  preparation  of  financial statements in accordance 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  management's  best estimates as additional
information  becomes  available  in  the  future.

Income Taxes

The  Company  follows  the  provisions  of  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
carrying  amounts and tax bases of assets and liabilities using enacted rates in
effect  in  the  years  in  which  the  differences  are  expected  to  reverse.

<PAGE>

                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                      Summary of Significant Accounting Policies
                                                       (Expressed in US Dollars)

December  31,  2001  and  2000
------------------------------

Revenue  Recognition

Since inception the Company has not generated any revenues and has not completed
development  of  its  software  to the stage of determining how revenues will be
generated  from  the  software.  The  Company  will recognize revenue related to
software  licenses  and  software  maintenance  in  compliance with Statement of
Position  No.  97-2,  "Software  Revenue  Recognition".

It  is  anticipated  that the Company will license software under noncancellable
license  agreements  and  provide  maintenance  services,  consisting of product
support  services  and  periodic updates. License fee revenues will generally be
recognized when a noncancellable license agreement has been signed, the software
product  has  been  shipped,  there  are  no  uncertainties  surrounding product
acceptance,  there are no significant vendor obligations, the fees are fixed and
determinable,  and  collection is considered probable. Revenues from maintenance
agreements  will  be  recognized  ratably  over  the  maintenance  period.

Financial  Instruments

The  Company's  financial  instruments  consist  of  cash,  accounts payable and
accrued liabilities and a loan from a shareholder. Unless otherwise noted, it is
management's  opinion  that  the Company is not exposed to significant interest,
currency  or  credit  risks  arising  from these financial instruments. The fair
value  of  these  financial instruments approximate their carrying values due to
the  short-term  or  demand  nature  of  the  instruments.

Loss  Per  Share

Loss per share is computed in accordance with SFAS No. 128,
"Earnings  Per  Share".  Basic  loss per share is calculated by dividing the net
loss  available  to common stockholders by the weighted average number of common
shares  outstanding  for  the period. There is no diluted loss per share because
there  are  no  common  stock  equivalents.

New  Accounting  Pronouncements

In  June  1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities",  was  issued.  SFAS  No.  133  requires  companies to recognize all
derivatives  contracts  as either assets or liabilities on 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>

                                                First Cypress Technologies, Inc.
                                                   (A Development Stage Company)
                                      Summary of Significant Accounting Policies
                                                       (Expressed in US Dollars)

December  31,  2001  and  2000
------------------------------

New  Accounting  Pronouncements  -
Continued

Historically,  the  Company has not entered into derivatives contracts either to
hedge  existing  risks or for speculative purposes. Accordingly, adoption of the
new  standards  on  January  1,  2001  did  not  affect  the Company's financial
statements.

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

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

The  Company will adopt these standards effective for its fiscal year commencing
January 1, 2002. Such adoption is not expected to affect the Company's financial
statements  in  respect  of  historical  transactions.  Future  acquisitions are
required to adhere to these new standards. In October 2001, the FASB issued SFAS
No.  144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
No.  144  requires  that  those  long-lived  assets  be measured at the lower of
carrying  amount or fair value less cost to sell, whether reported in continuing
operations  or  in  discontinued  operations. Therefore, discontinued operations
will  no  longer  be  measured  at  net  realizable value or include amounts for
operating  losses  that  have  not  yet  occurred. SFAS No. 144 is effective for
financial  statements  issued for fiscal years beginning after December 15, 2001
and,  generally,  is to be applied prospectively. The implementation of this new
standard  is  not  expected to have a material effect on the Company's financial
statements.

<PAGE>


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

December  31,  2001  and  2000
------------------------------

1.  Nature  of  Business  and  Ability  to  Continue  Operations
----------------------------------------------------------------

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

These  accompanying  financial  statements have been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  and  commitments  in the normal course of business.  As at December
31,  2001,  the  Company has recognized no revenue and has accumulated operating
losses  of  $194,392  since  its  inception, has a working capital deficiency of
$162,742  and  has  been relatively inactive during the years ended December 31,
2001 and 2000.  The continuation of the Company is dependent upon the continuing
financial  support  of  creditors  and  stockholders  and  obtaining  long-term
financing  as  well  as  achieving a profitable level of operations.  Management
plans to raise equity capital to finance the operations and capital requirements
of  the  Company.  It is management's intention to raise new equity financing of
approximately $850,000 within the upcoming year.  Amounts raised will be used to
complete  the development of the EngineMax software, commence development of the
Company's web site, undertake an advertising and marketing campaign and purchase
necessary  equipment  and supplies for the operation of the business.  While the
Company  is  expending  its best efforts to achieve the above plans, there is no
assurance  that any such activity will generate funds that will be available for
operations.

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

2.  Due  to  Stockholder

Amounts due to a stockholder are unsecured and repayable on demand with interest
at 8% per annum.  Interest expense accrued in respect of these advances totalled
$7,746  for  the  year  ended  December  31,  2001  (2000  -  $2,980).

<PAGE>

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

December  31,  2001  and  2000
------------------------------

3.  Income  Taxes

The  tax  effects  of  temporary  differences  that  give  rise to the Company's
deferred  tax  assets  are  as  follows:
                                2001         2000
                           -------------------------
Net  operating  losses     $   65,960     $ 47,400
      Valuation allowance     (65,960)     (47,400)
                           -------------------------
Deferred tax asset
 (liability)               $        -     $      -
                           =========================

The  provision  for  income  taxes  differs  from  the amount computed using the
federal  statutory  income  tax  rate  as  follows:

                                 For the years ended
                                     December 31
                                    2001     2000
                           -------------------------
Provision  (benefit)  at
 the  federal
 statutory rate            $  (17,713)    $(37,100)
Permanent differences
 and other                       (847)           -
Increase in valuation
 allowance                     18,560       37,100
                           -------------------------
                           $        -     $      -
                           =========================

At  December  31, 2001, the Company had losses available for income tax purposes
of  approximately  $194,000  which  expire  as  follows:

   2019     -      $    33,300
   2020     -          108,700
   2021     -           52,000
                    ----------

                    $  194,000
                    ==========
The  Company  evaluates  its valuation allowance requirements based on projected
future  operations.  Management  has  recorded  a valuation allowance because it
believes  it  is more likely than not that the future income tax benefits of the
current  loss will not be realized.  When circumstances change and this causes a
change  in  management's  judgement  about  the  recoverability  of deferred tax
assets, the impact of the change on the valuation allowance will be reflected in
current  income.



<PAGE>

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

December  31,  2001  and  2000
------------------------------

4.  Related  Party  Transactions

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

                                                            2001        2000
                                                            ------------------

Rent  and  office  services  paid  to
 the President of the Company                               $  6,000 $  6,000
 Management fees paid to the President of the Company       $ 12,000 $  1,000

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


<PAGE>

Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

Not  applicable.

                                    PART III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Name of Director           Age
----------------          -----
Robert Rosner              37
Carl Chow                  31

Executive Officers:

Name of Officer            Age    Office
----------------          -----   -------
Robert Rosner              37     President and Chief Executive Officer
Carl Chow                  31     Secretary, Treasurer and Chief Financial
                                  Officer

Set forth below is a brief description of the background and business experience
of  each  of  our  executive  officers  and  directors  for the past five years.

Mr.  Robert  Rosner is our president and chief executive officer and is a member
of  our  board of directors.  Mr. Rosner was appointed to our board of directors
on  September  15, 1999.  Mr. Rosner was appointed as our president on September
15,  1999.  Mr.  Rosner  has  been  the  owner  and  the  president  of  Rosner
Communications  Inc.  since  July  1985.  Rosner  Communications  Inc.  provides
consulting  services to public companies.  Mr. Rosner has been the president and
a  director  of  Moreno  Ventures Inc., a company listed on the Canadian Venture
Exchange,  since July 1994.  Mr. Rosner has been the president and a director of
Fortuna  Ventures Inc., a company listed on the Canadian Venture Exchange, since
June  1996.  Mr.  Rosner  has  been  the  president  and  a director of Superior
Networks,  Inc., a company listed on the NASD-OTC Bulletin Board, since February
2002.  Mr.  Rosner  was  a director of Global Tree Technologies, Inc., a company
currently  listed  on  the  Canadian Venture Exchange, from May 1993 to February
1998.  Moreno  Ventures,  Inc.  and  Fortuna  Ventures,  Inc. are both companies
engaged  in the business of mineral exploration.  Global Tree Technologies, Inc.
is  a  company  engaged  in the business of marketing of a fast growing tree for
production  of  wood  products.  Mr. Rosner has been a member of the Independent
Order  of Foresters since 1989, and a member of its executive committee in 1994.
Mr.  Rosner  spends  approximately  50%  of  his  time  on  our  business.

Mr.  Carl  Chow  is  our  secretary, treasurer and chief financial officer and a
member  of  our  board  of  directors.  Mr.  Chow  was appointed to our board of
directors  on  September


                                       21

<PAGE>

15,  1999.  Mr.  Chow was appointed our secretary and treasurer on September 15,
1999.  Mr.  Chow  is  the  general manager of Viva Club, a restaurant located in
Richmond,  British  Columbia,  Canada.  Mr. Chow has been the general manager of
Viva  Club  from April 1999 to present where his principal duties are overseeing
daily  operations  and serving as Director of Promotions and Marketing. Mr. Chow
is  also  presently  an  assistant  manager  with  Rogers Cable Systems where he
attends  to  customer needs and complaints in regards to cable related problems,
ensures employee quality control for customer care services and trains employees
for  operational  systems of network and computers. Mr. Chow joined Rogers Cable
Systems  in  May  1995.  Mr.  Chow  was the general manager of Neway Holding and
Trading,  a  company  in  the  automotive  parts  and accessories business, from
February  1994  to  October  1996.  His duties included performing marketing and
sales  training.  Mr.  Chow was a special events coordinator for Equity Magazine
from  October  1991  to  April  1993.  He  principally  marketed  and  organized
motivational  speakers  for  small business and entrepreneurs. Mr. Chow received
his  diploma  in  business  education  from  the  British  Columbia Institute of
Technology  in  1991.  Mr.  Chow  spends  approximately  50%  of his time on our
business.

Term  of  office

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.

Significant  Employees

Other  than the individual described below, we do not have any employees who are
not  executive  officers that are expected to make a significant contribution to
the  business.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:


                            Number   Transactions   Known Failures
                            Of late   Not Timely      To File a
Name and principal position Reports    Reported     Required Form
--------------------------  -------  -------------- -------------
Robert Rosner               One           0               0
President and Chief         (Form  3)
Executive Officer

Carl Chow                   One           0               0
Secretary, Treasurer and    (Form  3)
Chief Financial Officer

                                       22
<PAGE>

Item  10.  Executive  Compensation

                            Annual Compensation Table

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  for  the  fiscal  year  ended  December  31,  2000


<TABLE>
<CAPTION>

                           Annual  Compensation         Long  Term  Compensation
                           --------------------         ------------------------
                                                Other                                   All
                                                Annual                                  Other
                                                Com-    Restricted                      Com-
                                                pen-    Stock    Options/  LTIP         pen-
Name            Title     Year  Salary   Bonus  sation  Awarded  SARs (#)  payouts ($)  sation
------------  ----------  ----  -------  -----  ------  -------  --------  -----------  ------
<S>          <C>         <C>   <C>      <C>    <C>     <C>      <C>       <C>          <C>

Robert        President,  2000  $  1000      0       0        0         0            0       0
Rosner        CEO and     2001  $12,000
              Director          (1)


Carl          Secretary,  2000  $     0      0       0        0         0            0       0
Chow          Treasurer,  2001  $     0
              CFO and
              Director
</TABLE>

     (1)  Mr.  Rosner  has  not  received any of this $12,000 shown as a salary.
          This  amount has been deferred due to the financial constraints of the
          company.


Stock  option  grants

We  did  not  grant  any stock options to the executive officers during our most
recent  fiscal year ended December 31, 2001.  We have also not granted any stock
options  to  the  executive  officers  since  December  31,  2001.

Employment  agreements

We do not have an employment or consultant agreement with Mr. Robert Rosner, our
president and a director.  Mr. Rosner provides his services to us on a part-time
basis.    Effective  December  1,  2000, First Cypress began paying Mr. Rosner a
management  fee  in  the  amount  of  $1,000  per  month.  Due to First Cypress'
financial condition, for the entire fiscal year of 2001, Mr. Rosner's management
fees  have  not  been  paid  and  instead  have  been  accrued  as  an  expense.

We  do  not  have  an employment or consultant agreement with Mr. Carl Chow, our
secretary,  treasurer and chief financial officer and a director.  We do not pay
any  salary  or  consulting  fees  to  Mr.  Chow.


                                       23

<PAGE>

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The  following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of April 27, 2001, and by
the  officers  and  directors, individually and as a group.  Except as otherwise
indicated,  all  shares  are  owned  directly.

<TABLE>
<CAPTION>
                                                       Amount of         Percent
                           Name and address            beneficial        of
Title of Class             of beneficial owner         ownership         class
                           -----------------------------------------------------
<S>                        <C>                         <C>               <C>
Common Stock               Robert Rosner               2,500,000 shares   35.4%
                           Director, President &
                           Chief Executive Officer
                           Unit 3362-349 W. Georgia Street
                           Vancouver, BC  V6B3Y3

Common Stock               Carl Chow                   2,500,000 shares   35.4%
                           Director, Secretary,
                           Treasurer
                           & Chief Financial Officer
                           6142 Beatrice St.
                           Vancouver, BC V5P 3R2

Common Stock               All Officers and Directors  5,000,000 shares   70.8%
                           as a Group that consists of
                           2 persons.
--------------------------------------------------------------------------------
</TABLE>


The  percent  of  class  is based on 7,057,500 shares of common stock issued and
outstanding  as  of  April  10,  2002.

Under the rules of the Securities and Exchange Commission, a person (or group of
persons)  is  deemed  to  be  a  "beneficial  owner" of a security if he or she,
directly  or indirectly, has or shares the power to vote or to direct the voting
of  such  security,  or  the power to dispose of or to direct the disposition of
such  security.  Accordingly,  more  than  one  person  may  be  deemed  to be a
beneficial  owner  of  the  same  security.  A  person  is  also  deemed to be a
beneficial  owner  of  any  security, which that person has the right to acquire
within  60  days,  such  as  options or warrants to purchase the common stock of
First  Cypress.


                                       24

<PAGE>

Item  12.  Certain  Relationships  and  Related  Transactions

None  of  the  following  parties  has, since our date of incorporation, had any
material  interest,  direct  or  indirect,  in any transaction with us or in any
presently  proposed  transaction  that  has  or  will  materially  affect  us:

-    Any  of  our  directors  or  officers;
-    Any  person  proposed  as  a  nominee  for  election  as  a  director;
-    Any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  10%  of the voting rights attached to our outstanding shares of
     common  stock;
-    Any  of  our  promoters;
-    Any  relative  or  spouse  of any of the foregoing persons who has the same
     house  as  such  person.

We  pay  $500  per month to Mr. Rosner for office expenses and the use of office
facilities. This agreement is on a month-to-month basis and can be terminated at
any  time.

Mr.  Rosner  has  loaned First Cypress $107,552 in funds to support the on-going
expenses of the company.  This amount  is unsecured and repayable on demand with
interest  at  8%  per  annum.


Item  13.  Exhibits  and  Reports  on  Form  8-K


(a)     Exhibits  and  Index  of  Exhibits


  Exhibit
  Number                         Description of Exhibit
--------------     -------------------------------------------------------------
3.1                Articles  of  Incorporation(1)
3.2                Bylaws,  as  amended(1)
4.1                Share  Certificate(1)
99                 Risk  Factors
--------------------------------------------------------------------------------
(1)     Previously  filed  with  the  Securities  and  Exchange Commission as an
exhibit  to  the  Registrant's  Form  SB-2 Registration Statement, as amended on
April  27,  2001.


(b)     Reports  on  Form  8-K.


                                       25

<PAGE>

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  December  31,  2001.

No  reports  on  Form  8-K  have  been  filed  since  December  31,  2001.


                                       26

<PAGE>

SIGNATURES

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

First  Cypress  Technologies,  Inc.

Date:  April  15,  2002


By:    /s/ Robert Rosner
       ----------------------------------------
       Robert Rosner,
       President and Chief Executive Officer
       (Principal Executive Officer)
       Director


In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.


By:    /s/ Carl Chow
       ----------------------------------------
       Carl Chow,
       Secretary and Treasurer and Chief Financial Officer
       (Principal Accounting Officer and Principal Financial Officer)
       Director



                                       27