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

             [X] Quarterly report pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2001

    [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-32663

                          BIOMASSE INTERNATIONAL, INC.
        (exact name of small business issuer as specified in its charter)

                                     Florida
                         (State or other jurisdiction of
                         incorporation or organization)

                                   65-0909206
                        (IRS Employer Identification No.)

 4720, Boulevard Royal, Suite 103, Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
                    (Address of principal executive offices)

                                 (819) 374-0093
                         (Registrant's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 of 15(d) of the  Exchange  Act during  the past 12  months,  and (2) has been
subject to such filing requirements for the past 90 days.

YES [X ]    NO [ ]

As of August 14, 2001 the Registrant  had 15,686,447 shares of its Common Stock
outstanding

Transitional Small Business Disclosure Format: YES [ ] NO [X]

<PAGE>

                              Index to Form 10-QSB
                       For the Quarter ended June 30, 2001

                                                                           Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

     Balance Sheet as of June 30, 2001 (unaudited)                          3

     Statement of Income for the three and nine months ended                4
     June 30, 2001 and 2000 and from inception (March 19, 1999)
     through June 30, 2001 (unaudited)

     Statement of Cash Flows for the nine months ended                      5
     June 30, 2001 and 2000 and from inception (March 19, 1999)
     through June 30, 2001 (unaudited)

     Notes to the Financial Statements for the nine months                  6-7
     Ended June 30, 2001 (unaudited)

Item 2.  Plan of Operations                                                 8-9

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                   10

Item 2.  Changes in Securities                                               10

Item 3.  Defaults Upon Senior Securities                                     10

Item 4.  Submission of Matters to a Vote of Security Holders                 10

Item 5.  Other Information                                                   10

Item 6.  Exhibits and Reports on Form 8-K                                    11

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                                AT JUNE 30, 2001

                                  (Unaudited)

                                     Assets

<TABLE>
<S>                                                                                               <C>

Current Assets
     Cash and cash equivalents                                                                       $ 177
     Receivables, net                                                                               12,970
     Other current assets                                                                           20,990
                                                                                               -------------
       Total current assets                                                                         34,138
Property and equipment, net                                                                        202,487
Intangibles, net                                                                                    62,028
Other assets                                                                                         3,234
                                                                                               -------------
       Total assets                                                                                301,887
                                                                                               =============
                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable                                                                               74,771
     Accrued expenses                                                                               33,496
     Other current liabilities                                                                      35,757
                                                                                               -------------
       Total current liabilities                                                                   144,024

Shareholder's Equity
     Common Stock, class A, $1.00 par value; authorized                                                  -
          5,000,000 shares; issued and outstanding 0 in 2000
          and 1999
     Common Stock, class B, $.001 par value; authorized                                             19,135
          55,000,000 shares; issued and outstanding 15,666,112

     Paid in Capital                                                                               606,213
     Treasury Stock                                                                                 (3,469)
     Share subscription receivable                                                                       -
     Deficit accumulated during the development stage                                             (464,017)
                                                                                               -------------
       Total Shareholder's Equity                                                                  157,863
                                                                                               =============
        Total liabilities and shareholder's equity                                               $ 301,887

</TABLE>

        Read the accompanying summary of significant accounting notes to
 financial statements, which are an integral part of this financial statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                             STATEMENT OF OPERATIONS
     FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
       FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2001 (UNAUDITED)

<TABLE>
<S>                                                 <C>              <C>           <C>            <C>               <C>
                                                                                                                        Inception
                                                     For the three months ended      For the nine months ended      (March 19, 1999)
                                                              June 30,                      June 30,                    through
                                                         2001            2000          2001         2000              June 30, 2001
                                                         ----            ----          ----         ----              --------------
                                                     (Unaudited)     (Unaudited)   (Unaudited)   (Unaudited)            (Unaudited)

Operating Expenses:
       Travel                                          $ 7,903         $ 7,817       $ 13,836       $ 33,574               $ 52,981
       Professional fees                                 1,833          19,190          4,456         32,568                 94,543
       Consulting fees                                  43,391               -         92,247              -                160,068
       Rent                                              4,150           1,218         10,982          5,422                 24,516
       Depreciation                                        214             214            641            370                  1,225
       Amortization                                      5,500           5,500         16,500         16,500                 47,972
       Selling, general and administrative expenses      8,287          17,130         31,270         43,374                 83,536
                                                         -----          ------         ------         ------                 ------
Operating Loss                                         (71,278)        (51,067)      (169,933)      (131,809)              (464,841)

Other Income/(Expense)
      Interest Income - related party                        -             174            177            470                    824
                                                         -----             ---            ---            ---                    ---
  Total Other Income                                         -             174            177            470                    824

Net Loss                                               (71,278)        (50,893)      (169,755)      (131,338)              (464,017)

Basic weighted average common shares outstanding    15,091,566      14,715,902     15,148,152     15,515,998             16,644,467
                                                    ==========      ==========     ==========     ==========             ==========
Basic Loss per common share                          $ (0.0047)      $ (0.0035)     $ (0.0112)     $ (0.0085)             $ (0.0279)
                                                     =========       =========      =========      =========              =========

</TABLE>

        Read the accompanying summary of significant accounting notes to
 financial statements, which are an integral part of this financial statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
          FOR THE NINE MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
       FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2001 (UNAUDITED)

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

                                                                                             Inception
                                                             For the nine months ended    (March 19, 1999)
                                                                     June 30,                  through
                                                             2001            2000           June 30, 2001
                                                             ----            ----         -----------------
                                                         (Unaudited)       (Unaudited)         (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                        $ (169,755)       (131,338)            $ (464,017)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
            Depreciation and amortization                    17,141          16,870                 49,197
            Rent expense offset to paid in capital            4,500               -                  5,000
            Issuance of warrants for advisory services            -               -                 10,000
Changes in Operating assets and liabilities:
            Receivables                                      (1,568)         14,057                (12,970)
            Other Current Assets                             (9,446)            655                (20,990)
            Other Assets                                      8,946          (8,770)                (3,234)
            Accounts Payable and Accrued Liabilities         58,739           9,994                144,024

Net cash provided by/(used in) operating activities         (91,443)        (98,534)              (292,990)

CASH FLOWS FROM INVESTING ACTIVITIES:

            Purchase of property and equipment                    -          (3,711)                (3,711)

Net cash provided by/(used in) investing activities               -          (3,711)                (3,711)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                      -               -                 56,566
  Purchase of treasury stock                                      -          (4,500)                (4,500)
  Sales of common stock                                      86,729          53,400                244,814

Net cash provided by/(used in) financing activities          86,729          48,900                296,880

Net increase (decrease) in cash and cash equivalents         (4,714)        (53,345)                   178
Cash and cash equivalents, beginning of period                4,891          56,615                      -

Cash and cash equivalents, end of period                      $ 177         $ 3,270                  $ 177

Supplemental Schedule of noncash investing and financing activities:

April 26, 1999 issued 588,000 shares of common stock                                               100,000
for license rights from affiliate (recorded at predecessor
basis) subsequently written off in 2000

July 07, 1999 issued 306,000 shares of common stock                                                200,000
for equipment from affiliate (recorded at predecessor
basis)

November 29, 1999 issuance of 56,565 shares of                               56,566                 56,566
common stock in settlement of note payable (related
party)

</TABLE>

        Read the accompanying summary of significant accounting notes to
 financial statements, which are an integral part of this financial statement.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2001

                                   (Unaudited)


NOTE 1 -BASIS OF PRESENTATION

         The   accompanying   unaudited   financial   statements   of   Biomasse
International,  Inc. have been prepared in accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to Form 10-QSB and Article 10 of  Regulation  S-X.  The  financial
statements  reflect all adjustments  consisting of normal recurring  adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
the results for the periods shown.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

         These  financial  statements  should  be read in  conjunction  with the
audited  financial   statements  and  footnotes  thereto  included  in  Biomasse
International,  Inc.'s  Registration  Statement on Form SB-2  (Registration  No.
333-48480) as filed with the Securities and Exchange Commission.

         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 that effect the reported  amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE 2 - EARNINGS (LOSS) PER SHARE

         Earnings (Loss) per common share are calculated under the provisions of
SFAS No. 128,  "Earnings per Share," which  establishes  standards for computing
and presenting  earnings per share.  SFAS No. 128 requires the Company to report
both basic  earnings  (loss) per share,  which is based on the  weighted-average
number of common  shares  outstanding  during the period,  and diluted  earnings
(loss) per share, which is based on the weighted-average number of common shares
outstanding plus all potential dilutive common shares  outstanding.  Options and
warrants are not considered in  calculating  diluted  earnings  (loss) per share
since considering such items would have an anti-dilutive effect.

NOTE 3 - GOING CONCERN

         The accompanying  financial  statements have been prepared assuming the
Company will  continue as a going  concern.  The company  reported a net loss of
$71,278  and  $169,755  for the  three  and nine  months  ended  June  30,  2001
(unaudited)  as well as reporting net losses of $464,017 from  inception  (March
19,  1999) to June 30, 2001  (unaudited).  As reported on the  statement of cash
flows,  the Company  incurred  negative cash flows from operating  activities of
$91,443 for the nine months  ended June 30, 2001  (unaudited)  and has  reported
deficient cash flows from operating activities of $292,990 from inception (March
19, 1999)  (unaudited).  To date, these losses and cash flow  deficiencies  have
been  financed   principally   through  the  sale  of  common  stock  ($244,814)
(unaudited). Additional capital and/or borrowings will be necessary in order for
the Company to continue in existence until  attaining and sustaining  profitable
operations.  Management  has continued to develop a strategic  plan to develop a
management  team,   maintain  reporting   compliance  and  establish  long  term
relationships with other major  organizations to implement its unique technology
to process and dispose of the waste  created by pulp and paper  companies  in an
efficient and environmentally-friendly way.

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS
                FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2001

                                   (Unaudited)

NOTE 4 - STOCKHOLDER'S EQUITY

         From January 01, 2001 through March 31, 2001 the Company, in accordance
with it offering circular to sell no less than 200,000 and up to 1,250,000 units
on an ongoing  basis (each unit  consisting of one (1) share of common stock and
one (1)  warrant),  sold  31,900  units at price of $1.00  per  unit.  From this
transaction, the Company issued 31,900 shares of Class B common stock and 31,900
warrants. Each warrant entitles the registered holder thereof to purchase at any
time from the date of the offering until the close of business January 31, 2004,
one share of common stock at a price of $1.10.

         From April 01, 2001 through June 30, 2001 the  Company,  in  accordance
with it offering circular to sell no less than 200,000 and up to 1,250,000 units
on an ongoing  basis (each unit  consisting of one (1) share of common stock and
one (1)  warrant),  sold  50,524  units at price of $1.00  per  unit.  From this
transaction, the Company issued 50,524 shares of Class B common stock and 50,524
warrants. Each warrant entitles the registered holder thereof to purchase at any
time from the date of the offering until the close of business January 31, 2004,
one share of common stock at a price of $1.10.

         On April 30, 2001, a share  subscription  for 386,500  units (each unit
consisting of one (1) share of common stock and one (1) warrant) was cancelled.

         On June 18, 2001,  warrant  holders  exercised  805,000  warrants  into
common shares at a price of $.001 per share.

<PAGE>

Item 2.           Plan of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and related notes that are included  under Item 1.  Statements  made
below  which  are  not   historical   facts  are   forward-looking   statements.
Forward-looking   statements   involve  a  number  of  risks  and  uncertainties
including,  but not  limited to,  general  economic  conditions,  our ability to
complete development and then market our services, competitive factors and other
risk factors as stated in other of our public  filings with the  Securities  and
Exchange Commission.

Our main  business  purpose is to provide the pulp and paper  industry  with the
most  practical,  economical  and  efficient way of disposing of the sludge they
produce as a by-product of their  operations.  Our  proprietary  technology also
allows  us to give  enhanced  value  to the  waste  sludge  and  other  residues
generated by their wastewater treatment systems. We own a process to convert, by
combustion,  in an  environmentally  safe manner,  the waste residue produced by
pulp and paper mills into steam.  We intend to profit by charging  mills for the
disposal of their sludge by converting it to steam, which will be less than they
are  currently  paying for  shipping  and storage of waste  sludge.  As an added
benefit to the mill, it can, in turn, use the steam as energy thereby creating a
low cost, clean energy source.

We  intend  to  concentrate  initially  on the  North  American  pulp and  paper
companies. During the past year we identified our first potential customers, The
Great Northern Paper Company of Millinocket,  Maine and Paperboard  Jonquiere of
Jonquiere,  Quebec. We completed the  profitability and feasibility  studies for
these  installation  and based upon the study's very  positive  conclusions,  we
believe we are close to  finalizing  a ten-year  contract  for the sale of steam
utilizing  our process  with both of these  organizations  in the second half of
2001. If these  contracts  are  finalized,  a nine to twelve month  installation
process will ensue. We do not expect to generate any  substantial  revenue until
the installation is completed and the system has been tested and is operational.

Our studies  indicate  that the cost of equipment and  installation  for a plant
suitable for Great Northern Paper Company and Paperboard  Jonquiere is estimated
at approximately $7,000,000 and $6,500,000 respectively.  We plan to finance all
of this  amount  with debt  instruments.  Rothschild  Financial  Corporation,  a
finance  company,  has  expressed  interest,  by signing a letter of intent,  to
provide all the necessary financing for these projects.

We attended the International Trade Show for the pulp and paper industry held in
Montreal,  Quebec in February 2001, and initiated  contacts with numerous people
in the  industry  thereby  introducing  us and our  process  to them.  From this
attendance,  as well as from  discussions  with our affiliates and contacts,  we
have been  contacted by several pulp and paper  companies  interested in knowing
more about our process. We have started preliminary  discussions with several of
these companies for the possible installation of our process.

<PAGE>

Liquidity

As reflected in our June 30, 2001 balance  sheet,  we have minimal cash on hand.
Monthly  operating   expenses  including  rent,   communications,   travel,  and
professional  fees  and  other  general  and  administrative  are  approximately
$25,000. Our management,  which is comprised of three individuals - a President,
Vice President - Finance and a Director of Engineering, Research and Development
agreed not to accept any salaries until the company listed its stock publicly on
the OTC Bulletin Board. When we listed, the number of our employees increased to
five  with the  addition  of a Vice  President  of Legal  Affairs  as well as an
administrative person. Once this happened, executive and management salaries are
estimated to be approximately $30,000 per month. We have several options to fund
the above  monthly  expenditures:  In our proposed  contracts  with the pulp and
paper manufacturers, we are requiring a deposit with the signing of the contract
of approximately  one month's  revenue.  In the case of the Great Northern Paper
Company,  that  equates to  approximately  $350,000.  These  deposits  will then
contribute to the satisfying our overall  monthly  expenditures.  Another option
which could be  available  to us is the  exercise  of  warrants  held by warrant
holders. Approximately 3.9 million shares have been registered with the SEC upon
exercise of currently  exercisable  warrants.  The  exercise  price is $1.10 per
share and expires on January 31, 2004.  Upon  signing a contract for  production
with The Great Northern Paper Company,  three major warrant holders,  holding an
aggregate of 3 million have each indicated their willingness to exercise most if
not all of their  warrants.  However,  they are not obligated to exercise  their
warrants or provide us with any funds.  The company also continues,  through its
circular offering, to sell up to 1,250,000 units at a price of $1.00 per unit on
an ongoing basis (each unit  consisting of one (1) share of common stock and one
(1)  warrant).  The sale of these units would assist in  satisfying  our current
cash requirements.  No guarantee can be given that we will sell sufficient units
to generate any meaningful cash flow.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

         None.

Item 2. Changes in Securities

         During the quarter,  we sold 50,524 units at $1.00 per share (each unit
consisting of one (1) share of Class B common stock and one (1)  warrant).  Each
warrant entitles the registered  holder thereof to purchase one share of Class B
common  stock at any time until the close of  business  January 31,  2004,  at a
price of $1.10.

         On April 30, 2001, a share  subscription  for 386,500  units (each unit
consisting of one (1) share of common stock and one (1) warrant) was cancelled.

         On June 18, 2001,  warrant  holders  exercised  805,000  warrants  into
common shares at a price of $.001 per share.

Item 3. Defaults Upon Senior Securities

         None.

Item 4. Submission of Matters to Vote of Security Holders

         None.

Item 5. Other Information

         None.

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

         None
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the 1934 Exchange Act, the registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.

BIOMASSE INTERNATIONAL, INC.



By: /s/Jean Gagnon
     Jean Gagnon, Vice - President

August 14, 2001