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, 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 August 13, 2002 the Registrant  had 39,424,945  shares of its Common Stock
outstanding

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


<PAGE>


                              Index to Form 10-QSB
                              --------------------
                       For the Quarter ended June 30, 2002
                       -----------------------------------

                                                                           Page
                                                                           ----

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

     Balance Sheet as of June 30, 2002 (unaudited)                             3

     Statement of Operations for the three and nine months ended               4
     June 30, 2002 and 2001 and from inception (March 19, 1999)
     through June 30, 2002 (unaudited)

     Statement of Cash Flows for the nine months ended                         5
     June 30, 2002 and 2001 and from inception (March 19, 1999)
     through June 30, 2002 (unaudited)

     Notes to the Financial Statements for the nine months                     6
     ended June 30, 2002 (unaudited)

Item 2.  Plan of Operations                                                    8

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                                     10

Signatures                                                                    11





<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                                 JUNE 30, 2002
                                  (UNAUDITED)

                                     ASSETS
                                     ------


Current Assets

      Cash and cash equivalents                                           $ 457
      Receivables                                                        41,851
      Prepaid consulting fees                                            94,575
      Prepaid equipment costs                                           241,646
      Other current assets (principally related party)                   31,998
                                                                     ----------
        Total current assets                                            410,527
Property and equipment, net                                              19,159
Intangibles, net                                                         40,028
Other assets                                                              8,434
                                                                     ----------
        TOTAL ASSETS                                                    478,147
                                                                     ==========



                LIABILITIES AND SHAREHOLDER'S EQUITY
                ------------------------------------


Current Liabilities

      Bank overdrafts                                                       562
      Accounts payable and accrued expenses                             471,381
      Accrued salaries and payroll related benefits                     252,927
      Other current liabilities (principally related party)             171,143
                                                                     ----------
        Total current liabilities                                       896,013

Convertible debenture                                                   250,000

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 19,135,223,
           outstanding 17,924,945
      Paid in Capital                                                   964,564
      Treasury Stock - 1,210,278 Shares                                  (1,210)
      Deficit accumulated during the development stage               (1,644,089)
      Accumulated other comprehensive income                             (6,266)
                                                                     ----------
        Total Shareholder's Equity                                     (667,866)

         TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                    $478,147
                                                                     ==========


        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 AND NINE MONTHS ENDED JUNE 30, 2002 AND 2001
             FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2002


<TABLE>
<CAPTION>

                                                                                                                       Inception
                                                    Three months ended June 30,      Nine months ended June 30,    (March 19, 1999)
                                                    ---------------------------      ----------------------------      through
                                                        2002          2001               2002            2001       June 30, 2002
                                                    -----------   -------------      -----------     -----------   ----------------
                                                    (Unaudited)   (Unaudited)        (Unaudited)     (Unaudited)      (Unaudited)

<S>                                                    <C>         <C>               <C>             <C>              <C>
Revenues:                                              $ 4,765     $       -         $   14,174      $        -       $     68,840

Cost of Revenues:                                        1,811             -              1,811               -             60,535
                                                    -----------    ----------        -----------     ----------      --------------

Gross Profit                                             2,954             -             12,363               -             8,305

Operating Expenses:
   Marketing                                               173             -             74,545               -            74,545
   Travel                                                5,307         7,903             16,593          13,836            76,196
   Professional fees                                    31,364         1,833             38,705           4,456           158,651
   Consulting fees                                     227,960        43,391            351,889          92,247           542,023
   Directors fees                                            -             -              9,000               -             9,000
   Salaries and payroll related benefits               104,430             -            222,216               -           298,743
   Rent                                                  2,726         4,150              9,223          10,982            37,847
   Depreciation                                          1,464           214              4,167             641             6,091
   Amortization                                          5,500         5,500             16,500          16,500            69,972
   Selling, general and administrative expenses         23,090         8,287             71,975          31,270           180,326
                                                    -----------    ----------        -----------     ----------      --------------

                                                       402,013        71,278            814,813         169,933         1,453,395

Operating Loss                                        (399,060)      (71,278)          (802,450)       (169,933)     (1,445,089)

Other Income/(Expense)

  Interest Income - related party                            -             -                  -             177               824
  Interest Income - other                                   42             -                 48               -                48
  Interest Expense                                        (189)            -               (605)              -              (931)
  Foreign exchange                                           -             -                  -               -             1,059
  Loss on impairment of asset                                -             -                  -               -          (200,000)
                                                    -----------    ----------        -----------     ----------      --------------
 Total Other Income                                       (146)            -               (557)            177          (199,000)

Net Loss                                              (399,206)      (71,278)          (803,007)       (169,755)       (1,644,089)

Basic weighted average common shares outstanding    16,560,263    15,091,566         16,457,987      15,148,152
                                                    ===========   ===========        ===========     ===========

Basic and diluted loss per common share             $    (0.02)   $    (0.00)        $    (0.05)     $    (0.01)
                                                    ===========   ===========        ===========     ===========
</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 NINE MONTHS ENDED JUNE 30, 2002 AND 2001
             FROM INCEPTION (MARCH 19, 1999) THROUGH JUNE 30, 2002


<TABLE>
<CAPTION>
                                                                                                           Inception
                                                                  For the nine ended June 30,            (March 19, 1999)
                                                              ------------------------------------           through
                                                                   2002                2001              June 30, 2002
                                                              ----------------    ----------------      -------------------
                                                                  (Unaudited)         (Unaudited)           (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                           <C>                 <C>                   <C>
Net Income (Loss)                                             $      (803,007)    $      (169,755)      $       (1,644,089)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
             Depreciation and amortization                              2,167              17,141                   57,564
             Rent expense offset to paid in capital                         -               4,500                    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 professional services             239,257                                      239,257
             Accumulated other comprehensive income                                                                      -
Changes in Operating assets and liabilities:

             Receivables                                              (41,166)             (1,568)                 (41,851)
             Other Current Assets                                     (21,217)             (9,446)                 (31,998)
             Other Assets                                                (200)              8,946                   (8,434)
             Accounts Payable and Accrued Liabilities                 618,252              58,739                  896,013
                                                              ----------------    ----------------      -------------------

Net cash provided by/(used in) operating activities                    (5,914)            (91,443)                (312,538)


CASH FLOWS FROM INVESTING ACTIVITIES:

             Prepaid equipment costs                                 (241,646)                                    (241,646)
             Purchase of property and equipment                             -                   -                  (26,594)
                                                              ----------------    ----------------      -------------------

Net cash provided by/(used in) investing activities                  (241,646)                  -                 (268,240)


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Notes payable, principally related parties                                -                   -                   56,566
  Purchase of treasury stock                                           (3,333)                  -                   (7,833)
  Exercise of warrants                                                      -                   -                    1,325
  Convertible debenture                                               250,000                                      250,000
  Sales of common stock                                                     -              86,729                  281,177
                                                              ----------------    ----------------      -------------------

Net cash provided by/(used in) financing activities                   246,667              86,729                  581,235
                                                              ----------------    ----------------      -------------------


Net increase (decrease) in cash and cash equivalents                     (893)             (4,714)                     457
Cash and cash equivalents, beginning of period                          1,350               4,891                        -
                                                              ----------------    ----------------      -------------------

Cash and cash equivalents, end of period                      $           457     $           177       $              457
                                                              ================    ================      ===================


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Issuance of  588,000 shares of common stock                                                                        110,000
for license rights from affiliate (recorded at predecessor
basis)

Issuance of 306,000 shares of common stock                                                                         200,000
for equipment from affiliate (recorded at predecessor
basis)

Issuance of 56,565 shares of common stock                                                  56,566                   56,566
in settlement of note payable (related party)
</TABLE>



                                       5
<PAGE>


                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (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
$803,007 for the six months ended June 30, 2002 (unaudited) as well as reporting
net  losses of  $1,644,089  from  inception  (March 19,  1999) to June 30,  2002
(unaudited).  As  reported  on the  statement  of cash  flows,  the  Company has
incurred  negative  cash  flows  from  operating  activities  of  $312,538  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.


                                       6
<PAGE>

                          BIOMASSE INTERNATIONAL, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (UNAUDITED)


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) at a
price of $1.00 per unit.

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

     On June 30, 2002,  the Company  issued  1,705,000  shares in  settlement of
consulting and professional fees.

NOTE 5 - SUBSEQUENT EVENT

     In July  2002,  the  Company  issued 20 million  shares of common  stock in
accordance  with  contractual  obligations  set forth in  consulting  agreements
entered into by the Company.











                                       7
<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 a
revenue  stream  of  approximately  $1  million  US per  year to  Biomasse.  The
equipment is in the  building  process 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 Kruger in Bromptonville,
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 Kruger  Bromptonville is estimated
at approximately $7,000,000 and $9,200,000 respectively.

Liquidity

As reflected in our June 30, 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 listed its stock publicly on the OTC Bulletin  Board.
When we listed, the number of our employees  increased to four with the



                                       8
<PAGE>

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
are  requiring a deposit with the signing of the contract of  approximately  one
months  revenue.  In the  case  of the J Ford  Ltee  project,  that  equates  to
approximately  $83,000 US. These deposits will then contribute to the satisfying
our overall monthly expenditures.  We have entered into an agreement to secure a
$500,000  financing whereby the Company received $250,000 US at the signing of a
12% secured  convertible  debenture.  The Company  does not intend to access the
additional  $250,000 US in the future.  The $250,000 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.













                                       9
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          None.

ITEM 2. CHANGES IN SECURITIES

          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.

          On June 30, 2002, the Company issued 1,705,000 shares in settlement of
consulting and professional fees.

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.

          (a)  Exhibits:

               99.1   Certification of Periodic  Report,  dated August 14, 2002,
                      of the Principal Executive Officer and Principal Financial
                      Officer of the  Company  pursuant  to  Section  906 of the
                      Sarbanes--Oxley Act of 2002.

          (b)  Reports on Form 8-K:

               None


                                       10
<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, 2002


                                       11