U.S. 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 November 30, 2002

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from        to

                          Commission File No. 000-31727

                       TRANSFORM PACK INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

               Minnesota                               41-1886254
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

            PO Box 1354, 310 Baig Blvd., Moncton, NB, Canada E1C 8T6
                    (Address of principal executive offices)

                                 (506) 854-9211
                           (Issuer's telephone number)

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the issuer was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [ X ] No
[ ]

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports  required to be
filed by  Sections  12,  13,  or 15(d) of the  Exchange  Act  subsequent  to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  At November 30, 2002,  there were
11,468,957 shares of common stock outstanding.


<PAGE>


                                   FORM 10-QSB
                       TRANSFORM PACK INTERNATIONAL, INC.

                                      INDEX

                                                                            Page

PART I.       Item 1.  Financial Information                                  3

              Consolidated Balance Sheets at November 30, 2002                3
              (Unaudited)
                and May 31, 2002

              Consolidated Statements of Operations for the Three and         4
              Six Months
                ended November 30, 2002 and 2001 (Unaudited)

              Consolidated Statements of Shareholders' Deficiency for the     5
                Quarters Ended November 30, 2002 and 2001 (Unaudited)

              Consolidated Statements of Cash Flows for the Six Months        6
              Ended
                November 30, 2002 and 2001 (Unaudited)

              Notes to the Consolidated Financial Statements                  7

              Item 2.  Management's Discussion and Analysis or Plan of       15
              Operation
              Item 3.  Controls and Procedures                               16

PART II.      Other Information                                              16

              Item 5.  Other Information                                     16

              Item 6. Exhibits and Reports on Form 8-K                       17

Signatures                                                                   17


                                       2

<PAGE>



                                     PART I.
                          Item 1. Financial Information

TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(in Canadian dollars)
(Unaudited)
                                                         As at         As at
                                                   November 30        May 31
                                                          2002          2002
-----------------------------------------------------------------------------

                                   ASSETS
Current
  Accounts receivable (Note 3)                    $     66,124  $    123,006
  Inventory                                             72,006        79,387
  Prepaid expense                                        1,899         6,575
                                                  ------------- -------------

                                                       140,029       208,968
Capital assets (Note 4)                                366,727       383,166
Investment in affiliate (Note 5)                         2,000         2,000
                                                  ------------- -------------

                                                  $    508,756  $    594,134
                                                  ============= =============

                                LIABILITIES
Current
  Bank indebtedness (Note 6)                      $    421,023  $    419,479
  Accounts payable and accrued liabilities
   (Note 7)                                            437,568       475,534
  Current portion of long-term debt (Note 8)            66,951        66,176
  Current portion of redeemable preferred shares
   (Note 9)                                            566,250             -
                                                  ------------- -------------

                                                     1,491,792       961,189

Long-term debt (Note 8)                                389,752       365,848
Non-controlling interest in preferred
 equity of a subsidiary (Note 9)                             -       566,250
Due to shareholders (Note 10)                          221,077       194,077
                                                  ------------- -------------

                                                     2,102,621     2,087,364
                                                  ------------- -------------

                          SHAREHOLDERS' DEFICIENCY


Share capital and warrants                           2,080,812     2,065,812
Deficit                                             (3,674,677)   (3,559,042)
                                                  ------------- -------------


                                                    (1,593,865)   (1,493,230)
                                                  ------------- -------------

                                                  $    508,756  $    594,134
                                                  ============= =============

See accompanying notes to financial statements

                                       3

<PAGE>



TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE AND SIX MONTHS ENDED NOVEMBER 30, 2002 AND 2001

(in Canadian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                          Three months    Three months      Six months      Six months
                                                 Ended           Ended           Ended           Ended
                                           November 30     November 30     November 30     November 30
                                                  2002            2001            2002            2001
                                        --------------- --------------- --------------- ---------------
<S>                                     <C>             <C>             <C>             <C>
Revenue                                 $       97,539  $      364,945  $      211,258  $    1,132,353
                                        --------------- --------------- --------------- ---------------

Cost of sales                                   50,865         192,265         111,278         588,732
Selling, general and administrative
 expenses                                      134,570         226,605         196,161         499,290
Research and development expense                   340           6,205             904           6,592
Other income                                    (1,710)           (900)         (3,420)         (1,500)
                                        --------------- --------------- --------------- ---------------
                                               184,064         424,175         304,923       1,093,114
                                        --------------- --------------- --------------- ---------------
(Loss) earnings before interest
 expense                                       (86,525)        (59,230)        (93,666)         39,239
Interest expense - long-term                     5,620           1,336          11,385           5,460
                 - other                         4,839          10,364          10,583          18,556
                                        --------------- --------------- --------------- ---------------

Net (loss) earnings                     $      (96,984) $      (70,930) $     (115,634) $       15,223
                                        --------------- --------------- --------------- ---------------

Basic and diluted net (loss)
 earnings per share                     $       (0.008) $       (0.010) $       (0.010) $         0.00
                                        =============== =============== =============== ===============

Weighted average number of common
 shares outstanding                         11,468,957      11,418,957      11,468,957      11,418,957
                                        =============== =============== =============== ===============
</TABLE>

See accompanying notes to financial statements

                                       4

<PAGE>



                        TRANSFORM PACK INTERNATIONAL INC.
                     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                       FOR THE QUARTER ENDED NOVEMBER 30, 2002 AND 2001

                              (in Canadian Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                   Warrants           Share Capital
                              ------------------- ---------------------
                               Shares    Amount     Shares     Amount      Deficit      Total
                              --------- --------- ---------- ---------- ------------ ------------
<S>                           <C>       <C>       <C>        <C>        <C>          <C>
Balance - May 31, 2000                -         - 10,910,957  1,139,847  (1,927,269)    (787,422)
Net loss                              -         -          -          -    (864,432)    (864,432)
Issue of common stock by
 Transform Pack International
 Inc. to employee               100,000         -    100,000     75,500           -       75,500
Issue of common stock by
 Transform Pack International
 Inc.                           408,000    48,545    408,000    259,420           -      307,965
                              --------- --------- ---------- ---------- ------------ ------------

Balance - May 31, 2001          508,000 $  48,545 11,418,957 $1,474,767 $(2,791,701) $(1,268,389)
                              --------- --------- ---------- ---------- ------------ ------------

Net earnings                                                                 86,151       86,151

Balance-August 31, 2001         508,000 $  48,545 11,418,957 $1,474,767 $(2,705,550) $(1,182,238)
                              --------- --------- ---------- ---------- ------------ ------------

Net loss                                                                    (70,930)     (70,930)

Balance-November 30, 2001       508,000 $  48,545 11,418,957 $1,474,767  (2,776,480) $(1,253,168)
                              --------- --------- ---------- ---------- ------------ ------------

Net loss                                                                   (152,942)    (152,942)

Balance-February 28, 2002       508,000 $  48,545 11,418,957 $1,474,767 $(2,929,422) $(1,406,110)
                              --------- --------- ---------- ---------- ------------ ------------

Net loss                                                                $  (629,620) $  (629,620)
Issue of share rights to
 employee                       700,000 $ 542,500                                        542,500

Balance-May 31, 2002          1,208,000 $ 591,045 11,418,957 $1,474,767 $(3,559,042) $(1,493,230)
                              --------- --------- ---------- ---------- ------------ ------------

Net loss                                                                    (18,651)     (18,651)
Issue of Common Stock                                 50,000     15,000                   15,000

Balance-August 31, 2002       1,208,000 $ 591,045 11,468,957 $1,489,767 $(3,577,693) $(1,496,881)
                              --------- --------- ---------- ---------- ------------ ------------

Net loss                                                                $   (96,984) $   (96,984)

Balance-November 30, 2002     1,208,000 $ 591,045 11,468,957 $1,489,767 $(3,674,677) $(1,593,865)
                              --------- --------- ---------- ---------- ------------ ------------
</TABLE>
See accompanying notes to financial statements

                                       5

<PAGE>



TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in Canadian dollars)
(Unaudited)

                                                       Six months    Six months
                                                            Ended         Ended
                                                      November 30   November 30
                                                             2002          2001
--------------------------------------------------------------------------------

Net inflow (outflow) of cash and cash
equivalents related to the following
activities:

Operating
  Net (loss) earnings                                $   (115,634) $     15,222
  Items not affecting cash
    Amortization                                           21,225        43,825
    Fair value of stock options granted to
      non-employees                                             -             -
    Fair value of stock options granted to
      employee                                                  -             -

  Changes in non-cash working capital items
    Accounts receivable                                    56,881       179,420
    Inventory                                               7,381        60,124
    Prepaid expenses                                        4,676        (6,622)
    Accounts payable                                      (37,966)     (214,046)
                                                     ------------- -------------

                                                          (63,437)       77,923
                                                     ------------- -------------
Financing
  Proceeds on long-term debt                               44,556             -
  Repayment of long-term debt                             (19,877)      (39,217)
  Eue to related parties                                   27,000       (12,000)
  Proceeds from (repayment of)bank
    indebtedness                                            1,544       (16,696)
                                                     ------------- -------------

                                                           53,223       (67,913)
                                                     ------------- -------------
Investing
  Proceeds from issuance of capital stock                  15,000             -
  Acquisition of capital assets, net of
    government assistance relieved                         (4,786)      (10,010)
  Proceeds on disposal of capital assets                        -             -
                                                     ------------- -------------

                                                           10,214       (10,010)
                                                     ------------- -------------

Net outflow of cash and cash equivalents                        -             -
Cash and cash equivalents, beginning of period                  -             -
                                                     ------------- -------------

Cash and cash equivalents, end of period             $          -  $          -
                                                     ============= =============

See accompanying notes to financial statements

                                       6

<PAGE>



                        TRANSFORM PACK INTERNATIONAL INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------


1.    BASIS OF PRESENTATION

     Transform  Pack   International   Inc.(formerly   Cybernetics   Inc.)  (the
     "Company") is  incorporated  under the laws of the State of Minnesota,  and
     was until January 2000, a non-operating shell company. On January 28, 2000,
     the Company and its  shareholders  entered into an exchange  agreement with
     the  shareholders  of  Transform  Pack Inc.,  whereby the  shareholders  of
     Transform  Pack Inc.  acquired  control of the  Company by way of a reverse
     acquisition.  The acquisition was effected by the issue of 7,000,000 shares
     of the Company in exchange  for 100% of the  outstanding  common  shares of
     Transform Pack Inc.  Transform Pack Inc. is incorporated  under the laws of
     the  Canadian  province  of New  Brunswick,  whose  operations  include the
     manufacturing and marketing of spice sheets for seasoning of meat, fish and
     poultry products.

     The accompanying financial statements have been prepared on a going-concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities  in the normal  course of business.  As shown in the  financial
     statements,  during the six months ended  November  30,  2002,  the Company
     incurred net losses and negative  cash flows from  operations.  Also, as of
     May 31, 2002 and  November 30,  2002,  the Company had a net  shareholders'
     deficiency  in assets.  These  factors,  among others,  indicated  that the
     Company  may be  unable  to  continue  as a going  concern.  The  financial
     statements do not include any  adjustments  relating to the  recoverability
     and  classification  of  recorded  asset  amounts,  or  the  amount  of and
     classification  of liabilities,  that might be necessary should the Company
     be unable to continue as a going concern.  The Company's  continuation as a
     going concern is dependent upon its ability to ultimately obtain profitable
     operations,  generate  sufficient  cash flow to meet its  obligations,  and
     obtain additional financing as may be required.

     Management's Plans

     As  shown in the  consolidated  financial  statements,  the  Company  has a
     negative working capital position,  and a net  shareholders'  deficiency in
     assets. Since its inception,  the Company has devoted  substantially all of
     its efforts to developing  the  products,  obtaining  financing,  assessing
     market  demand,  and  obtaining  customers.  The  success of the  Company's
     operations  and,  ultimately,  the attainment of profitable  operations are
     dependent on achieving a level of sales  adequate to support the  Company's
     cost structure.

     The  Company   intends  to  continue  to  increase   sales  through  market
     penetration strategies designed to introduce the products to numerous North
     American  and  European  customers.  The  Company is  currently  working on
     obtaining  additional  funding which will satisfy its working capital needs
     and allow the Company to increase its production.

                                       7

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------

     Interim Financial Statements

     These  unaudited  interim  financial  statements  reflect all  adjustments,
     consisting of only normal and recurring items, which are, in the opinion of
     management,  necessary  to present a fair  statement of the results for the
     interim  periods.  The operating  results for the six months ended November
     30, 2002 are not  necessarily  indicative of the results of operations  for
     the entire year.


2.   ACCOUNTING POLICIES

     The financial  statements  have been prepared in accordance with accounting
     principles  generally  accepted in the United States of America and include
     the following significant accounting policies:

     a)   Principles of Consolidation

          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly-owned subsidiary corporation.

     b)   Government Assistance

          Government  assistance  received as a reimbursement  of a capital cost
          acquisition  is  recorded as a  reduction  of the capital  cost and is
          amortized on the same basis as the asset.  Contributions  received for
          the  development  of the  technology  of spice sheets is recorded as a
          reduction of the related research and development expense.

     c)   Inventory

          Inventory consists only of raw materials and is recorded at the lower
          of cost (on a first-in, first-out basis) and net realizable value.

     d)   Capital Assets

          Capital  assets  are  recorded  at cost  less  government  assistance.
          Amortization is computed using the following rates and methods:

               Machinery and equipment              10 years straight-line
               Leasehold improvement                 5 years straight-line
               Office furniture and equipment        20% declining-balance
               Lab equipment                         20% declining-balance
               Patents                              10 years straight-line

                                       8

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------


2.   ACCOUNTING POLICIES (continued)

     e)   Use of Estimates

          The preparation of financial  statements in conformity with accounting
          principles  generally accepted in the United States of America require
          management to make estimates and assumptions  that affect the reported
          amounts of assets, liabilities,  revenues and expenses, and disclosure
          of  contingent  liabilities  in  these  financial  statements.  Actual
          results could differ from those estimates.

     f)   Research and Development

          Research and development costs are charged to expenses when incurred.

     g)   Income Taxes

          Income taxes are provided for current taxes payable or refundable, and
          temporary  differences  arising  from the future tax  consequences  of
          events that have been recognized in the Company's financial statements
          or income tax returns. The effect of income taxes is measured based on
          currently  enacted  tax laws  and  rates.  A  valuation  allowance  is
          provided  for deferred tax assets when it is more likely than not that
          some or all of such assets will not be realized.

     h)   Comprehensive Income

          There  are no  differences  between  the  Company's  net  earnings  as
          reported  and  its  comprehensive  income.   Accordingly,  a  separate
          statement of comprehensive income has not been presented.

     i)   Cash and Cash Equivalents

          The  Company   considers   investments  in  highly-liquid   investment
          instruments with maturities of 90 days or less at the date of purchase
          to be cash  equivalents.  The carrying  amount reported in the balance
          sheets for cash and cash  equivalents  approximates  their fair value.
          Cash equivalents consist principally of investments in certificates of
          deposit with financial institutions.

                                       9

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------

2.    ACCOUNTING POLICIES (continued)

      a.  Basic and Diluted Net Loss per Share

          Basic  net loss per  common  share  is based on the  weighted  average
          number of common shares  outstanding  during each period.  Diluted net
          loss per share has not been presented as it would be anti-dilutive.

          Loss per share

          The following table sets forth the computation of loss per share:

                                                       Quarter         Quarter
                                                         Ended           Ended
                                                   November 30,    November 30,
                                                          2002            2001
          ----------------------------------------------------------------------
          Numerator:

          Net (Loss) Profit                         $ (115,634)    $   (70,930)

          Denominator:

          Weighted average number of shares
            outstanding during the period           11,468,957      11,418,957


          (Loss) earnings per share                $     (0.01)    $    ( 0.01)


      b.  Revenue Recognition

          Transform Pack International Inc.  recognizes revenue from spice sheet
          manufacturing  after a purchase  order has been  received,  the sheets
          have been  completed  and shipped to the customer,  and  collection is
          reasonably assured.

                                       10

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)
--------------------------------------------------------------------------------


3.   ACCOUNTS RECEIVABLE
                                                   November 30         May 31
                                                          2002           2002
                                                   -----------    -----------

     Accounts receivable - trade                   $    50,630    $   123,006
     Sales tax receivable                               15,494              0
                                                   -----------    -----------
                                                   $    66,124    $   123,006
                                                   ===========    ===========

4.   CAPITAL ASSETS
                                                              Net Book Value
                                                           --------------------
                                              Accumulated  November 30   May 31
                                       Cost   Amortization        2002     2002
                                     -------- ------------ ----------- --------
     Machinery and equipment         $731,511 $    411,015 $   320,496 $356,821
     Leasehold improvements            51,802       51,802           0        0
     Office furniture and equipment    63,172       48,952      14,220   16,154
     Lab equipment                     27,504       17,487      10,017    7,121
     Patents                           79,414       39,658      39,756   23,777
                                     -------- ------------ ----------- --------

                                      953,403      568,914     384,489  403,873
     Government assistance            (64,972)     (47,210)    (17,762) (20,707)
                                     -------- ------------ ----------- --------

                                     $888,431 $    521,704 $   366,727 $383,166
                                     ======== ============ =========== ========

5.   INVESTMENT IN AFFILIATE

     Transform  Pack Inc. owns 10,000 shares of Transform Pack GmbH Europe which
     represents  a  2%  ownership  of  the  total  common  shares  issued.  This
     investment has been accounted for at cost.

                                       11

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------


6.   BANK INDEBTEDNESS

     Transform  Pack Inc.  has an approved  line of credit of  $298,500  bearing
     interest  at prime  (4.50% at  November  30,  2002)  plus 1 1/8%,  which is
     guaranteed by certain  shareholders  of the Company.  At November 30, 2002,
     the full  amount of this line of credit had been  drawn plus an  additional
     $52,443 of  interest  is  outstanding.  The  company  also has  $207,000 in
     approved line of credit facilities, bearing interest at rates between prime
     (4.50% at  November  30,  2002) plus 1 1/2% and prime  plus 2%,  secured by
     general  assignment  of book  debts,  inventory  and a  guarantee  from the
     Province of New Brunswick in the amount of $132,000.  At November 30, 2002,
     $45,000 had been drawn under this facility.


7.   ACCOUNTS PAYABLE
                                                   November 30         May 31
                                                          2002           2002
                                                    ----------     ----------

     Accounts payable - trade                       $  399,512     $  390,854
     Payroll deductions payable                         10,741         13,766
     Accrued liabilities                                27,315         70,914
                                                    ----------     ----------

                                                    $  437,568     $  475,534
                                                    ==========     ==========

8.   LONG-TERM DEBT
                                                   November 30         May 31
                                                          2002           2002
                                                    ----------     ----------

     Bank loan, repayable in monthly principal
     payments of $1,667 plus interest at prime
     (4.50% at November 30, 2002) plus 1.75%,
     through the Small Business Loan Act, secured
     by a chattel mortgage on specific machinery
     and equipment.                                $   60,000      $  68,333

                                       12

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------

8.   LONG-TERM DEBT (continued)
                                                   November 30         May 31
                                                          2002           2002
                                                    ----------     ----------

     ACOA loan, repayable in 62 consecutive
     monthly installments of $5,772 followed by
     one final installment of $5,827 commencing
     October 1, 2002 non-interest bearing.          $  352,147     $  363,691

     ACOA loan, repayable in monthly installments
     of $2,362 commencing March 1, 2004, non-
     interest bearing.                                  44,556              -
                                                    ----------     ----------

                                                       456,703        432,024
     Less:  Current portion                             66,951         66,176
                                                    ----------     ----------

                                                    $  389,752     $  365,848
                                                    ==========     ==========

9.   REDEEMABLE PREFERRED SHARES OF TRANSFORM PACK INC.

     Authorized:
          Class A preferred shares, $10 par value, non-voting, non-cumulative
          10% dividend rate, redeemable at par, unlimited number

                                                   November 30         May 31
                                                          2002           2002
                                                    ----------     ----------

     Issued:
          56,625 Class A preferred shares           $  566,250     $  566,250
          Current portion                             (566,250)      (120,000)
                                                    ----------     ----------

                                                    $        0     $  446,250
                                                    ==========     ==========

                                       13

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2002

                              (in Canadian dollars)

                                   (Unaudited)

--------------------------------------------------------------------------------


9.   REDEEMABLE PREFERRED SHARES OF TRANSFORM PACK INC. (continued)

     The Province of New  Brunswick  received  30,000  Class A preferred  shares
     during the year ended May 31,  2000 for  $300,000.  The  proceeds  were the
     conversion of the Province of New Brunswick loans.  Transform Pack Inc. has
     agreed  to  redeem no less than 20% of the  $300,000  of  preferred  shares
     issued  to the  Province  of New  Brunswick  on  August  31 of  each  year,
     commencing  on August 31, 2000 and ending on August 31, 2002, at which time
     all remaining preferred shares shall be redeemed.

     The Company has not made any redemptions and is now in default under its
     agreement with the Province of New Brunswick. The Province has provided the
     Company with written documentation that they have agreed to defer the
     redemption of these preferred shares to August 31, 2003.


10.  DUE TO SHAREHOLDERS

     Of the amount due to shareholders,  $139,077 is interest-free with no fixed
     terms of repayment.  The remaining $82,000 bears interest at 10% and is due
     on demand.


11.  REVENUE FROM MAIN CUSTOMERS

     For the six months ended  November 30, 2002,  approximately  43.26% (2001 -
     75%) of the Company's total revenue is derived from one customer (different
     customer in 2001).


                                       14

<PAGE>


Item 2. Management's Discussion and Analysis or Plan Of Operation

     Transform Pack International,  Inc. (the "Company" or "Transform Pack") has
developed a cold dissolvable  calibrating matrix that makes it possible to apply
seasoning and curing formulas onto roll-stock  plastic food packaging  materials
that are cut into  sheets for the final  application  to the food  product.  All
dollar figures in the following discussion are in Canadian dollars.

Results of Operations

Three and Six Months Ended November 30, 2002 and November 30, 2001

     Transform  Pack had net sales of $97,539 and  $364,945 for the three months
ended November 30, 2002 and November 30, 2001, respectively;  which represents a
decrease from 2001.  For the six months ended November 30, 2002 and November 30,
2001,  the company had net sales of $211,258 and $1,132,353  respectively.  This
decrease is mainly due to the  failure of a  contractual  agreement  with Tilia,
Inc. We believe that the main reason for this  failure lays in Tilia's  decision
to sell the product in a poorly  designed  package at an overly  inflated price.
However,  Tilia's  marketing  efforts with our product have only been suspended,
not cancelled.  For the six months ended November 30, 2002, approximately 42.36%
of the  Company's  total revenue is derived from one customer as compared to 75%
for the six months ended November 30, 2001 (a different customer).

     Cost of sales for the three-months ended November 30, 2002 and November 30,
2001 were $50,865 and $192,265  respectively.  For the six months ended November
30,  2002 and  November  30,  2001,  cost of sales were  $111,278  and  $588,732
respectively.  Such costs, as a percentage of net sales for the six months ended
November 30, 2002 and November 30,  2001,  were 52% and 53%  respectively.  This
percentage decrease is directly attributed to a decrease in raw material costs.

     Selling,  general and  administrative  expenses for the three-month  period
ended  November  30, 2002 and  November  30,  2001 were  $134,570  and  $226,605
respectively,  a decrease of 41%. For the six months ended November 30, 2002 and
November 30, 2001,  selling,  general and administration  expenses were $196,161
and $499,290 respectively, a decrease of 61%.

     Interest  expense for the three months ended November 30, 2002 and November
30,  2001 were  $10,459  and  $11,700  respectively.  For the six  months  ended
November  30,  2002 and  November  30,  2001,  interest  expense was $21,968 and
$24,016, respectively.

     Due to the  foregoing,  Transform  Pack generated net losses of $96,984 and
$70,930 for the three  months  ended  November  30, 2002 and  November 30, 2001,
respectively.  For the six months ended November 30, 2002 and November 30, 2001,
the  company  generated  a net loss of  $115,634  and a net  earning  of $15,223
respectively.

Liquidity and Capital Resources

     At November  30,  2002,  Transform  Pack had a working  capital  deficit of
$950,069 as compared to a working capital deficit of $752,221 at May 31, 2001.

     Cash outflow from  operations  for the six-month  period ended November 30,
2002 totaled $18,880 compared to a cash inflow from operations of $77,923 in the
six-month  period ended November 30, 2001. Cash outflow  consisted of a decrease

                                       15

<PAGE>

in inventory of $3,024, an increase of $6,590 in payables,  a decrease of $4,676
in prepaid expenses and a decrease of $56,882 in accounts receivable.

     Cash inflow from our financing  activities  was $8,667 for the  three-month
period ended  November  30, 2002,  compared to a cash outflow of $67,913 for the
three-month  period ended November 30, 2001. The cash inflow mainly consisted of
an increase of $27,000 in the amount due to related parties.

     Transform  Pack  is in  need  of  additional  financing  in  order  to  pay
outstanding  obligations,  finance current operations and expand operations over
the next year. We have identified some sources of funding which we are currently
evaluating.

     Furthermore,  we are in constant  negotiations with potential  customers to
add to our current  client base.  We feel that in the next  quarter,  we will be
adding  additional  industrial  and  retail  customers  to our  current  list of
clients, which would result in additional revenues.

Forward-Looking Statement Notice

     When used in this report, the words "may," "will," "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements regarding events,  conditions,
and financial  trends that may affect the Company's  future plans of operations,
business strategy,  operating results, and financial position. Persons reviewing
this report are cautioned that any forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties and that actual
results may differ  materially  from those included  within the  forward-looking
statements as a result of various factors.  Such factors are discussed above and
also  include  general  economic  factors and  conditions  that may  directly or
indirectly impact the Company's financial condition or results of operations.

Item 3.  Controls and Procedures

     With the  participation  of management,  Transform  Pack's chief  executive
officer and chief  financial  officer  evaluated  our  disclosure  controls  and
procedures on November 30, 2002. Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and procedures are effective in connection  with Transform  Pack's filing of its
quarterly  report on Form 10-QSB for the  quarterly  period  ended  November 30,
2002.

     Subsequent  to November 30,  2002,  through the date of this filing of Form
10-QSB for the  quarterly  period ended  November  30, 2002,  there have been no
significant  changes in Transform  Pack's internal  controls or in other factors
that could  significantly  affect  these  controls,  including  any  significant
deficiencies  or material  weaknesses  of internal  controls  that would require
corrective action.

                           PART II. OTHER INFORMATION

Item 5. Other Information

     On December  19,  2002,  Transform  Pack  announced  that it entered into a
letter of intent to  acquire  all of the  outstanding  capital  stock of Quantum
HIPAA Consulting Group Inc., of Miami Florida. Quantum HIPAA Consulting Group is
in the business of providing consulting and advisory services to the health care
industry on complying with the statutory and regulatory  requirements  under the

                                       16

<PAGE>

Health  Insurance   Portability  and  Accountability   Act.  Completion  of  the
transaction  is  contingent  upon   negotiation  of  a  definitive   acquisition
agreement,  completing  mutual due diligence  review,  and satisfaction of other
conditions.  There is no assurance  these  conditions  will be satisfied and the
acquisition ultimately consummated.

Item 6. Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None

                                   SIGNATURES

     In accordance  with the Exchange Act, the registrant  caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

                               TRANSFORM PACK INTERNATIONAL, INC.



Date: January 20, 2003         By: /s/ Hans Meier, Chief Executive Officer



Date: January 20, 2003         By: /s/ Nathalie Cormier, Chief Financial Officer

                                       17

<PAGE>


          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley
                                  Act of 2002.

     In connection  with the Quarterly  Report of Transform Pack  International,
Inc. (the  "Company") on Form 10-QSB for the period ending  November 30, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Hans  Meier,  Chief  Executive  Officer of the  Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) The  Report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date: January 20, 2003         By: /s/ Hans Meier, Chief Executive Officer

     In connection  with the Quarterly  Report of Transform Pack  International,
Inc. (the  "Company") on Form 10-QSB for the period ending  November 30, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Nathalie Cormier, Chief Financial Officer of the Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) The  Report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date: January 20, 2003         By: /s/ Nathalie Cormier, Chief Financial Officer

                                       18

<PAGE>


                                  CERTIFICATION

I, Hans Meier, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of  Transform  Pack
International, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: January 20, 2003               By: /s/ Hans Meier, Chief Executive Officer

                                       19

<PAGE>


                                  CERTIFICATION

I, Nathalie Cormier, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of  Transform  Pack
International, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date: January 20, 2003         By: /s/ Nathalie Cormier, Chief Financial Officer

                                       20