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 March 31, 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.)

                 721 S.E. 17th STREET, FORT LAUDERDALE, FL 33316
                    (Address of principal executive offices)

                                 (954) 232-9653
                         (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 (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [ ]    NO [X ]

As of May 10, 2001 the  Registrant  had  15,260,043  shares of its Common  Stock
outstanding

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

<PAGE>

                              Index to Form 10-QSB
                      For the Quarter ended March 31, 2001

                                                                          Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

     Balance Sheet as of March 31, 2001 (unaudited)                       3

     Statement of Income for the three and six months ended               4
     March 31, 2001 and 2000 and from inception (March 19, 1999)
     through March 31, 2001 (unaudited)

     Statement of Cash Flows for the six months ended                     5
     March 31, 2001 and 2000 and from inception (March 19, 1999)
     through March 31, 2001 (unaudited)

     Notes to the Financial Statements for the six months                 6-7
     Ended March 31, 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 MARCH 31, 2001

                                     Assets

<TABLE>
<S>                                                                             <C>


Current Assets
     Cash and cash equivalents                                                          $ 85
     Receivables, net                                                                  5,793
     Other current assets                                                             17,077

       Total current assets                                                           22,956
Property and equipment, net                                                          202,700
Intangibles, net                                                                      67,528
Other assets                                                                           3,234

       Total assets                                                                  296,418
                                                                                ==============

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable                                                                 47,969
     Accrued expenses                                                                 38,144
     Other current liabilities                                                        33,994

       Total current liabilities                                                     120,106

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 15,197,088

     Paid in Capital                                                                 940,353
     Treasury Stock                                                                   (3,938)
     Share subscription receivable                                                  (386,500)
     Deficit accumulated during the development stage                               (392,739)

       Total Shareholder's Equity                                                    176,312

       Total liabilities and shareholder's equity                                  $ 296,418
                                                                                ==============

</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 SIX MONTHES ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)
       FROM INCEPTION (MARCH 19, 1999) THROUGH MARCH 31, 2001 (UNAUDITED)

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

                                                                                                       Inception
                                             For the three months ended  For the six months ended  (March 19, 1999)
                                                  March 31,                 March 31,                  through
                                               2001         2000          2001              2000     March 31, 2001
------------------------------------------------------------------------------------------------------------------
                                            (Unaudited)  (Unaudited)    (Unaudited)      (Unaudited)  (Unaudited)

Operating Expenses:
       Travel                                  $ 2,966     $ 12,879      $ 5,933       $ 23,692            $ 45,078
       Professional fees                         2,623        3,919        2,623         11,579              92,710
       Consulting fees                          18,456            -       48,856              -             116,677
       Rent                                      3,750        1,827        6,832          3,595              20,366
       Depreciation                                214          156          427            156               1,011
       Amortization                              5,500        5,500       11,000         11,000              42,472
       Selling, general and administrative       9,091       16,784       22,983         24,440              75,249
-------------------------------------------------------------------------------------------------------------------
Operating Loss                                 (42,599)     (41,065)     (98,655)       (74,462)           (393,563)
-------------------------------------------------------------------------------------------------------------------
Other Income/(Expense)
      Interest Income - related party                -          296          177          296                 824
  Total Other Income                                 -          296          177          296                 824

Net Loss                                       (42,599)     (40,769)     (98,477)     (74,165)           (392,739)

Basic weighted average common shares
outstanding                                 15,174,338   14,697,475   15,169,713   15,916,046          16,228,090
                                            ==========  ===========  ===========  ===========        =============
Basic Loss per common share                  $ (0.0028)   $ (0.0028)   $ (0.0065)   $ (0.0047)          $ (0.0243)
                                            ==========  ===========  ===========  ===========        =============

</TABLE>

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

<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
          FOR THE SIX MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)
       FROM INCEPTION (MARCH 19, 1999) THROUGH MARCH 31, 2001 (UNAUDITED)

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

                                                                                     Inception
                                                       For the six months ended   (March 19, 1999)
                                                            March 31,                 through
                                                       2001         2000         March 31, 2001
----------------------------------------------------------------------------------------------------
                                                    (Unaudited)  (Unaudited)       (Unaudited)


CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                    $(98,477)     (74,165)        $ (392,739)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
           Depreciation and amortization               11,427       11,156             43,483
           Rent expense offset to paid in capital       3,000            -              3,500
           Issuance of warrants for advisory services       -            -             10,000
Changes in Operating assets and liabilities:
           Receivables                                  5,609        6,147             (5,793)
           Other Current Assets                        (5,533)       3,000            (17,077)
           Other Assets                                 8,946       (1,300)            (3,234)
           Accounts Payable and Accrued Liabilities    34,821       (5,780)           120,106

Net cash provided by/(used in) operating activities   (40,207)     (60,942)          (241,754)

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                                35,400       13,400            193,485

Net cash provided by/(used in) financing activities    35,400        8,900            245,551

Net increase (decrease) in cash and cash equivalents   (4,806)     (55,753)                85

Cash and cash equivalents, beginning of period          4,891       56,615                  -

Cash and cash equivalents, end of period               $   85      $   862           $     85
                                                      ==========  ===========       ===========

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 SIX MONTHS ENDED MARCH 31, 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
$42,599  and  $98,477  for the  three  and  six  months  ended  March  31,  2001
(unaudited)  as well as reporting net losses of $392,739 from  inception  (March
19, 1999) to March 31, 2001  (unaudited).  As reported on the  statement of cash
flows,  the Company  incurred  negative cash flows from operating  activities of
$40,207 for the six months  ended March 31, 2001  (unaudited)  and has  reported
deficient cash flows from operating activities of $241,754 from inception (March
19, 1999)  (unaudited).  To date, these losses and cash flow  deficiencies  have
been  financed   principally   through  the  sale  of  common  stock  ($193,485)
(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>

NOTE 4 - STOCKHOLDER'S EQUITY

         During the  quarter,  the Company  sold 31,900 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.

<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  installations  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 June 2001. Once 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 The 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 March 31, 2001 balance sheet,  we have minimal cash on hand.
Monthly  operating   expenses  including  rent,   communications,   travel,  and
professional   fees  and  other   general  and   administrative   expenses   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 has listed
its stock publicly on the OTC Bulletin Board.  When we are listed, we expect the
number  of our  employees  will  increase  to five with the  addition  of a Vice
President  of Legal  Affairs  as well as an  administrative  person.  Once  this
happens,  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  contract  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 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 for these  warrants  is $1.10 per share and they
currently  expire 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  warrants  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 31,900 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. Subsequent to the end of the quarter, the expiration date of the
warrants was extended from January 31, 2002 to January 31, 2004. Also subsequent
to the end of the quarter, an additional 62,155 units were sold.

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


May 14, 2001