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 December 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.)

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

                                 (819) 374-3131
                         (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 February 14, 2001 the Registrant had 16,544,945 shares of its Common Stock
outstanding

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

<PAGE>


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


                                                                         Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

     Notes to the Financial Statements for the three months                 6
     Ended December 31, 2001 (unaudited)

Item 2.  Plan of Operations                                                 7-8

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                  9

Item 2.  Changes in Securities                                              9

Item 3.  Defaults Upon Senior Securities                                    9

Item 4.  Submission of Matters to a Vote of Security Holders                9

Item 5.  Other Information                                                  9

Item 6.  Exhibits and Reports on Form 8-K                                   10

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                              AT DECEMBER 31, 2001
                                  (UNAUDITED)

                                     Assets

Current Assets
     Cash and cash equivalents                                        $ 14,066
     Receivables, net                                                   10,312
     Prepaid Consulting fees                                           185,753
     Other current assets (principally related party)                   16,150

       Total current assets                                            226,280
Property and equipment, net                                             20,468
Intangibles, net                                                        51,028
Other assets                                                             8,234

       Total assets                                                    306,009
                                                                    ===========

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued expenses                             235,385
     Accrued salaries and payroll related benefits                     100,040
     Other current liabilities (principally related party)             129,455

       Total current liabilities                                       464,880

Shareholder's Equity
     Common Stock, class A, $1.00 par value; authorized                      -
          5,000,000 shares; issued and outstanding 0 in 2001
     Common Stock, class B, $.001 par value; authorized                 19,135
          55,000,000 shares; issued and outstanding 16,544,945
     Paid in Capital                                                   845,884
     Treasury Stock                                                     (2,590)
     Deficit accumulated during the development stage               (1,025,379)
     Accumulated other comprehensive income                              4,080

       Total Shareholder's Equity                                     (158,871)

        Total liabilities and shareholder's equity                    $306,009
                                                                   ============

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

                                       3

<PAGE>

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

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


                                                                                                            Inception
                                                                  Three months ended December 31,       (March 19, 1999)
                                                                ----------------------------------------     through
                                                                     2001               2000             December 31, 2001
                                                                --------------     --------------       --------------------
                                                                 (Unaudited)        (Unaudited)             (Unaudited)

Revenues:                                                          $ 9,417              $ -                   $ 64,084

Cost of Revenues:                                                        -                -                     58,724
                                                                --------------     --------------       --------------------

Gross Profit                                                         9,417                -                      5,360

Operating Expenses:
       Marketing                                                    74,594                -                     74,594
       Travel                                                        6,896                2,967                 66,499
       Professional fees                                             2,021                -                    121,967
       Consulting fees                                              19,071               30,400                209,205
       Directors fees                                                5,000                -                      5,000
       Salaries and payroll related benefits                        58,093                -                    134,621
       Rent                                                          4,000                3,082                 32,624
       Depreciation                                                  1,324                  214                  3,248
       Amortization                                                  5,500                1,833                 58,972
       Selling, general and administrative expenses                 17,023               13,893                125,374
                                                                --------------     --------------       --------------------
                                                                   193,523               52,389                832,105

Operating Loss                                                    (184,106)             (52,389)              (826,745)

Other Income/(Expense)

      Interest Income - related party                                    -                  177                    824
      Interest Income - other                                            5                -                          5
      Interest Expense                                                (197)               -                       (523)
      Foreign exchange                                                   -                -                      1,059
      Loss on impairment of asset                                        -                -                   (200,000)
                                                                --------------     --------------       --------------------
  Total Other Income                                                  (192)                 177               (198,634)

Net Loss                                                          (184,297)             (52,212)            (1,025,379)

Basic weighted average common shares outstanding                16,274,457           15,265,188
                                                                ==============     ==============

Basic Loss per common share                                      $ (0.0113)         $ (0.0034)
                                                                ==============     ==============

</TABLE>

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

                                       4

<PAGE>

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

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

                                                                                            Inception
                                                                                        (March 19, 1999)
                                                      For the years ended December 31,       through
                                                      ----------------------------------------------------
                                                          2001             2000         December 31, 2001
                                                      -------------    --------------   ------------------
                                                      (Unaudited)       (Unaudited)         (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                       $ (184,297)        $ (52,212)        $ (1,025,380)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
           Depreciation and amortization                     6,824             2,047               62,221
           Rent expense offset to paid in capital                              1,500                5,000
           Issuance of warrants for advisory services                                              10,000
           Issuance of options for professional services                                            6,000
           Loss on impairment of asset                                                            200,000
           Issuance of shares for consulting services       14,247                                 14,247
           Accumulated other comprehensive income            4,080                                  4,080
Changes in Operating assets and liabilities:
           Receivables                                      (9,627)            6,853              (10,312)
           Other Current Assets                             (5,369)            1,742              (16,150)
           Other Assets                                          -             8,296               (8,234)
           Accounts Payable and Accrued Liabilities        187,119            23,496              464,880
                                                      -------------    --------------   ------------------

Net cash provided by/(used in) operating activities         12,976            (8,276)            (293,648)


CASH FLOWS FROM INVESTING ACTIVITIES:

           Purchase of property and equipment                2,877                 -              (23,717)
                                                      -------------    --------------   ------------------

Net cash provided by/(used in) investing activities          2,877                 -              (23,717)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                     -                 -               56,566
  Purchase of treasury stock                                (3,136)                -               (7,636)
  Exercise of warrants                                           -                 -                1,325
  Sales of common stock                                          -             3,500              281,177
                                                      -------------    --------------   ------------------

Net cash provided by/(used in) financing activities         (3,136)            3,500              331,432
                                                      -------------    --------------   ------------------


Net increase (decrease) in cash and cash equivalents        12,716            (4,776)              14,066
Cash and cash equivalents, beginning of period               1,350             4,891                    -
                                                      -------------    --------------   ------------------

Cash and cash equivalents, end of period                  $ 14,066             $ 115             $ 14,066
                                                      =============    ==============   ==================


Supplemental Schedule of noncash investing and financing activities:

April 26, 1999 issued 588,000 shares of common stock                                              110,000
for license rights from affiliate (recorded at predecessor
basis)

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              113,132
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.

                                       5

<PAGE>


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 form  10-KSB 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
$184,297  for the three months ended  December 31, 2001  (unaudited)  as well as
reporting net losses of $1,025,379  from inception  (March 19, 1999) to December
31, 2001  (unaudited).  As reported on the statement of cash flows,  the Company
has incurred  negative  cash flows from  operating  activities  of $293,648 from
inception  (March 19,  1999)  (unaudited).  To date,  these losses and cash flow
deficiencies  have been  financed  principally  through the sale of common stock
($281,177)  (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.

NOTE 4 - STOCKHOLDER'S EQUITY

         On October 19, 2001, the Company  repurchased from a shareholder  3,335
units  (each  unit  consisting  of one (1)  share of  common  stock  and one (1)
warrant).

         On December 17, 2001,  the Company  issued 325,000 shares in settlement
of a consulting agreement.

                                       6

<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 the near future. 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.  No
assurance  can be given that these deals will be concluded or that any contracts
will result.

Our studies  indicate  that the cost of equipment  and  installation  for plants
suitable for The Great  Northern  Paper  Company and  Paperboard  Jonquiere  are
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.

                                       7

<PAGE>

Liquidity

As reflected in our  December  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  $55,000.  Executive and management  salaries are approximately an
additional  $30,000 per month.  However,  due to a lack of funds, these salaries
are not being paid and are being accrued.

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  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 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.

Until  any of these  options  eventualize,  we are being  funded  by loans  from
shareholders,  including  management and affiliates.  None of these shareholders
have any  obligation  to continue  providing  loans and if these loans cease and
other  sources of funding are not  located,  we may have to severely cut back on
our operations which may negatively  impact our ability to sign any installation
contracts.

                                       8

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

         On December 17, 2001,  the Company  issued 325,000 shares in settlement
of a consulting agreement valued at $200,000. The shares were issued pursuant to
the  exemption  contained  in Section  4(2) by virtue of the fact that they were
issued in a non-public offering to one holder.

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

                                       9

<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

February 14, 2002


                                       10