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, 2002

    [ ] 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 March 31, 2002 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 March 31, 2002
<TABLE>
<S>                                                                                      <C>


                                                                                         Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

     Balance Sheet as of March 31, 2002 (unaudited)                                       3

     Statement of Income for the three and six months ended                               4
     March 31, 2002 and 2001 and from inception (March 19, 1999)
     through March 31, 2002 (unaudited)

     Statement of Cash Flows for the six months ended                                     5
     March 31, 2002 and 2001 and from inception (March 19, 1999)
     through March 31, 2002 (unaudited)

     Notes to the Financial Statements for the six months                                 6-7
     ended March 31, 2002 (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

</TABLE>

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                                 MARCH 31, 2002
                                  (UNAUDITED)

                                     Assets

<TABLE>

<S>                                                                            <C>

Current Assets
     Cash and cash equivalents                                                   $ 143
     Receivables, net                                                           37,867
     Prepaid Expenses                                                          136,438
     Other current assets (principally related party)                           17,356

       Total current assets                                                    191,804
Property and equipment, net                                                     19,395
Intangibles, net                                                                45,528
Other assets                                                                     8,231

       Total assets                                                            264,958

                      Liabilities and Shareholder's Equity

Current Liabilities
     Bank overdrafts                                                            17,411
     Accounts payable and accrued expenses                                     273,818
     Accrued salaries and payroll related benefits                             153,822
     Other current liabilities (principally related party)                     198,907

       Total current liabilities                                               643,959

Shareholder's Equity
     Common Stock, class A, $1.00 par value; authorized                              -
          5,000,000 shares; issued and outstanding 0
     Common Stock, class B, $.001 par value; authorized                         19,135
          55,000,000 shares; issued and outstanding 16,544,945
     Paid in Capital                                                           845,886
     Treasury Stock                                                             (2,590)
     Deficit accumulated during the development stage                       (1,244,883)
     Accumulated other comprehensive income                                      3,451

       Total Shareholder's Equity                                             (379,001)

        Total liabilities and shareholder's equity                            $264,958
                                                                            ==============
</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 MONTHS ENDED MARCH 31, 2002 AND 2001
             FROM INCEPTION (MARCH 19, 1999) THROUGH MARCH 31, 2002

<TABLE>


                                                                                                               Inception
                                                                                                             (March 19, 1999)
                                                     Three months ended March 31,  Six months ended March         through
                                                    ---------------------------------------------------------
                                                       2002          2001           2002         2001        March 31, 2002
                                                    ----------    ----------     ----------   ----------     ---------------
                                                    (Unaudited)   (Unaudited)    (Unaudited)  (Unaudited)    (Unaudited)
<S>                                                    <C>           <C>            <C>           <C>            <C>

Revenues:                                             $  -           $ -         $  9,409        $ -           $ 64,076

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

Gross Profit                                             -             -            9,409          -              5,352

Operating Expenses:
       Marketing                                         (222)         -           74,372          -             74,372
       Travel                                           4,389         2,966        11,286        5,933           70,889
       Professional fees                                5,320         2,623         7,341        2,623          127,288
       Consulting fees                                104,858        18,456       123,929       48,856          314,063
       Directors fees                                   4,000          -            9,000          -              9,000
       Salaries and payroll related benefits           59,693          -          117,786          -            194,314
       Rent                                             2,497         3,750         6,497        6,832           35,121
       Depreciation                                     1,379           214         2,703          427            4,628
       Amortization                                     5,500         5,500        11,000       11,000           64,472
       Selling, general and administrative expenses    31,861         9,091        48,884       22,983          157,236
                                                    ----------    ----------     ----------   ----------     ---------------

                                                      219,285        42,599       412,799       98,655        1,051,381

Operating Loss                                       (219,284)      (42,599)     (403,390)     (98,655)      (1,046,029)

Other Income/(Expense)

      Interest Income - related party                       -          -             -             177              824
      Interest Income - other                               0          -             6             -                  6
      Interest Expense                                   (220)         -          (417)            -               (743)
      Foreign exchange                                      -          -             -             -              1,059
      Loss on impairment of asset                           -          -             -             -           (200,000)
                                                    ----------    ----------     ----------   ----------     ---------------
  Total Other Income                                     (219)         -          (411)            177         (198,854)

Net Loss                                             (219,504)     (42,599)   (403,801)        (98,477)      (1,244,883)

Basic weighted average common shares outstanding    16,544,945    15,174,338     16,408,215   15,169,713
                                                    ==========    ==========     ==========   ==========

Basic Loss per common share                         $ (0.0133)    $ (0.0028)     $ (0.0246)   $ (0.0065)
                                                    ==========    ==========     ==========   ==========
</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 SIX MONTHS ENDED MARCH 31, 2002 AND 2001
             FROM INCEPTION (MARCH 19, 1999) THROUGH MARCH 31, 2002

<TABLE>

                                                                                           Inception
                                                                                         (March 19, 1999)
                                                       For the six months ended March 31,   through
                                                    -----------------------------------------------------
                                                        2002             2001             March 31, 2002
                                                    -------------    -------------     ------------------
                                                    (Unaudited)       (Unaudited)          (Unaudited)
<S>                                                     <C>                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                     $ (403,801)       $ (98,477)        $ (1,244,883)
Adjustments to reconcile net income (loss) to
 net cash used in operating activities:
           Depreciation and amortization                  13,703           11,427               69,100
           Rent expense offset to paid in capital                           3,000                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     63,562                                63,562
           Accumulated other comprehensive income          3,451                                 3,451
Changes in Operating assets and liabilities:
           Receivables                                   (37,182)           5,609              (37,867)
           Other Current Assets                           (6,575)          (5,533)             (17,356)
           Other Assets                                        3            8,946               (8,231)
           Accounts Payable and Accrued Liabilities      366,198           34,821              643,959
                                                    -------------    -------------   ------------------

Net cash provided by/(used in) operating activities         (641)         (40,207)            (307,265)


CASH FLOWS FROM INVESTING ACTIVITIES:

           Purchase of property and equipment              2,570                -              (24,024)
                                                    -------------    -------------   ------------------

Net cash provided by/(used in) investing activities        2,570                -              (24,024)


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                                        -           35,400              281,177
                                                    -------------    -------------   ------------------

Net cash provided by/(used in) financing activities       (3,136)          35,400              331,432
                                                    -------------    -------------   ------------------


Net increase (decrease) in cash and cash equivalents      (1,207)          (4,806)                 143
Cash and cash equivalents, beginning of period             1,350            4,891                    -
                                                    -------------    -------------   ------------------

Cash and cash equivalents, end of period                   $ 143             $ 85                $ 143
                                                    =============    =============   ==================


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               56,566
common stock in settlement of note payable (related
party)

December 05, 2001 issuance of 325,000 shares of          200,000                               200,000
common stock for prepaid consulting fees.

</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 SIX MONTHS ENDED MARCH 31, 2002

                                   (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 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
$403,801  for the  six  months  ended  March  31,  2002  (unaudited)  as well as
reporting net losses of $1,244,883 from inception  (March 19, 1999) to March 31,
2002  (unaudited).  As reported on the statement of cash flows,  the Company has
incurred  negative  cash  flows  from  operating  activities  of  $307,265  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.

<PAGE>

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.

<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 signed our first  agreement on April 12, 2002 with J. Ford Ltee.,  a pulp and
paper manufacturer in Quebec,  Canada.  This agreement is for five years with an
expected revenue stream of approximately $1 million US per year to Biomasse. The
expected  start date for  installation  is late June 2002 and the project should
begin generating revenue by December 2002.

We  intend  to  concentrate  initially  on the  North  American  pulp and  paper
companies.  During the past year we identified several 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 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.

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 January 2002, 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

<PAGE>

more about our process. We have started preliminary  discussions with several of
these companies for the possible installation of our process.

Liquidity

As reflected in our March 31, 2002 balance sheet,  we have minimal cash on hand.
Monthly operating expenses including rent,  communications,  travel, consulting,
and professional  fees and other general and  administrative  are  approximately
$30,000.  Our  President and Vice  President - Finance  agreed not to accept any
salaries  until the  company's  common  stock  was  quoted  publicly  on the OTC
Bulletin Board. At such time, the number of our employees increased to four 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 $20,000 per month.

We have several options to fund the above monthly expenditures:  In our contract
with the pulp and paper  manufacturers,  we intend to require a deposit with the
signing of the contract of  approximately  one month's  revenue.  These deposits
will then contribute to the satisfying our overall monthly expenditures.  In the
case of the J Ford Ltee  project,  that  equates to  approximately  $83,000  US.
However,  since  this is our first  contract  we agreed to defer  payment of the
deposit until such time as we receive a firm  committment  for the financing for
the project. We expect to secure the financing within 30 days.

We have entered into an agreement to secure financing  whereby the Company shall
receive $250,000 US at the signing of a 12% secured convertible debenture and an
additional  $250,000  US in the  near  future.  The  $500,000  US  debenture  is
convertible  into common stock at a  conversion  price of the lesser of $.225 or
the average of the lowest 3 inter-day  trading prices during the 20 trading days
immediately prior to the conversion date discounted by 50%. The debenture holder
will also receive for each $1.00 of debenture investment, warrants to purchase 3
shares of the Company's common stock. The warrant term shall be for three years.
The intial  exercise price of the warrants is the lessor of $.107 or the average
of the lowest 3 inter-day trading prices during the ten trading days immediately
prior to the exercise date.

Inasmuch  as we need  approximately  $50,000  per  month to cover  our  overhead
expenses,  between the $500,000  financing and $83,000 deposit we expect to have
sufficient  funds to pay our expenses until our first facility comes on-line and
we begin receiving revenues.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

         None.

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, 2002