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 February 28, 2003

     [ ]  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 February 28, 2003,  there were
12,108,957 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 February 28, 2003                3
              (Unaudited)
                and May 31, 2002

              Consolidated Statements of Operations for the Three and         4
              Nine Months
                ended February 28, 2003 and 2002 (Unaudited)

              Consolidated Statements of Shareholders' Deficiency for the     5
                Quarters Ended February 28, 2003 and 2002 (Unaudited)

              Consolidated Statements of Cash Flows for the Three and         6
              Nine Months Ended
                February 28, 2003 and 2002 (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 2.  Changes In Securities and Use of Proceeds             16

              Item 5.  Other Information                                     17

              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
                                                    February 28         May 31
                                                           2003           2002
-------------------------------------------------------------------------------


                                   ASSETS
Current
    Accounts receivable (Note 3)                     $    50,261     $  123,006
    Inventory                                             40,347         79,387
    Prepaid expense                                          922          6,575
                                                     -----------     ----------

                                                          91,530        208,968
Capital assets (Note 4)                                  350,787        383,166
Investment in affiliate (Note 5)                           2,000          2,000
                                                     -----------     ----------

                                                     $   444,317     $  594,134
                                                     ===========     ==========

                                LIABILITIES
Current
    Bank indebtedness(Note 6)                        $   426,004     $  419,479
    Accounts payable and accrued liabilities
      (Note 7)                                           364,216        475,534
    Current portion of long-term debt (Note 8)            66,951         66,176
    Current portion of redeemable preferred shares
      (Note 9)                                           566,250        120,000
                                                     -----------     ----------

                                                       1,423,421      1,081,189
Long-term debt (Note 8)                                  406,760        365,848
Non-controlling interest in preferred
  equity of a subsidiary (Note 9)                              -        446,250
Due to shareholders (Note 10)                            231,077        194,077
                                                     -----------     ----------


                                                       2,061,258      2,087,364
                                                     -----------     ----------

                          SHAREHOLDERS' DEFICIENCY


Share capital and warrants                             2,130,820      2,065,812
Deficit                                               (3,747,761)    (3,559,042)
                                                     -----------    -----------

                                                      (1,616,941)    (1,493,230)
                                                     -----------    -----------

                                                     $   444,317    $   594,134
                                                     ===========    ===========

See accompanying notes to financial statements

                                       3

<PAGE>



                          TRANSFORM PACK INTERNATIONAL INC.
                        CONSOLIDATED STATEMENT OF OPERATIONS
               THREE AND NINE MONTHS ENDED FEBRUARY 28, 2003 AND 2002

                                (in Canadian Dollars)

                                     (Unaudited)
<TABLE>
<CAPTION>
                                           Three        Three         Nine         Nine
                                          months       months       months       months
                                           Ended        Ended        Ended        Ended
                                     February 28  February 28  February 28  February 28
                                            2003         2002         2003         2002
---------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>          <C>
Revenue                              $    91,480  $    40,666  $   302,738  $ 1,173,019
                                     -----------  -----------  -----------  -----------


Cost of sales                             79,766       37,388      191,045      626,923
Selling, general and administrative
  expenses                                74,092      150,931      270,254      649,418
Research and development expense           4,120          165        5,024        6,757
Other income                              (1,710)      (1,700)      (5,130)      (3,200)
                                     -----------  -----------  -----------  -----------

                                         156,268      186,784      461,193    1,279,898
                                     -----------  -----------  -----------  -----------

Loss before interest expense             (64,788)    (146,118)    (158,455)    (106,880)
Interest expense - long-term               6,302          883       12,577        4,740
                 - other                   1,994        5,991       17,687       26,101
                                     -----------  -----------  -----------  -----------

Net loss                             $   (73,084) $  (152,942) $  (188,719) $  (137,721)
                                     -----------  -----------  -----------  -----------

Basic and diluted loss per share     $    (0.006) $    (0.010) $    (0.016) $    (0.012)
                                     ===========  ===========  ===========  ===========

Weighted average number of common
  shares outstanding                  11,935,624   11,418,957   11,745,624   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 FEBRUARY 28, 2003 AND 2002

                                (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      59,420            -      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)
                                  ---------  --------  ----------  ----------  -----------  -----------

Net loss                                                                           (73,084)     (73,084)
Issue of Common Stock                                     640,000      50,008                    50,008
Balance-February 28, 2003         1,208,000  $591,045  12,108,957  $1,539,775  $(3,747,761)  (1,616,941)
                                  ---------  --------  ----------  ----------  -----------  -----------
</TABLE>

See accompanying notes to financial statements

                                       5

<PAGE>



                          TRANSFORM PACK INTERNATIONAL INC.
                        CONSOLIDATED STATEMENT OF CASH FLOWS
               THREE AND NINE MONTHS ENDED FEBRUARY 28, 2003 AND 2002

                                (in Canadian dollars)

                                     (Unaudited)

<TABLE>
<CAPTION>
                                                      Three        Three         Nine         Nine
                                                     months       months       months       months
                                                      Ended        Ended        Ended        Ended
                                                February 28  February 28  February 28  February 28
                                                       2003         2002         2003         2002
--------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>          <C>
Net inflow (outflow) of cash and cash
 equivalents related to the following
 activities:

Operating
    Net loss                                    $   (73,084) $  (152,942) $  (188,719) $  (137,721)
    Items not affecting cash Amortization            19,575       22,058       58,838       65,882

    Changes in non-cash working capital items
       Accounts receivable                           15,863        5,408       72,745      184,828
       Inventory                                     31,659        6,556       39,040       66,680
       Prepaid expenses                                 977        4,393        5,653       (2,229)
       Accounts payable                             (69,008)      88,593      (62,418)    (125,453)
                                                -----------  -----------  -----------  -----------

                                                    (74,018)     (25,935)     (74,861)      51,987
                                                -----------  -----------  -----------  -----------
Financing
    Proceeds on long-term debt                       68,231            -       68,231            -
    Repayment of long-term debt                      (6,667)      (8,844)     (26,544)     (48,061)
    Eue to (from) shareholders                       10,000            -       37,000      (12,000)
    Proceeds from bank indebtedness                   4,981       34,779        6,525       18,083
                                                -----------  -----------  -----------  -----------

                                                     76,545       25,935       85,212      (41,978)
                                                -----------  -----------  -----------  -----------
Investing
    Proceeds from issuance of capital stock           1,108            -       16,108            -
    Acquisition of capital assets,
     net of government assistance received           (3,635)           -      (26,459)     (10,009)
                                                -----------  -----------  -----------  -----------

                                                     (2,527)           -      (10,351)     (10,009)
                                                -----------  -----------  -----------  -----------

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

Cash and cash equivalents, end of period        $         -  $         -  $         -  $         -
                                                ===========  ===========  ===========  ===========
</TABLE>

See accompanying notes to financial statements

                                       6

<PAGE>



                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2003

                              (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 nine months ended  February  28, 2003,  the Company
     incurred net losses and negative  cash flows from  operations.  Also, as of
     May 31, 2002 and  February 28,  2003,  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.

     On December  19,  2002,  the Company  announced  that it had entered into a
     letter of intent to acquire all the  outstanding  capital  stock of Quantum
     HIPAA Consulting Group Inc., of Miami,  Florida,  through reverse takeover.
     Completion  of  the  transaction  is  contingent  upon   negotiation  of  a
     definitive acquisition  agreement,  completing mutual due diligence review,
     and satisfaction of other conditions.

                                       7

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2003

                              (in Canadian dollars)

                                   (Unaudited)

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


1.   BASIS OF PRESENTATION (continued)

     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 nine months ended February
     28, 2003 are not  necessarily  indicative of the results of operations  for
     the entire year.


2.   ACCOUNTING POLICIES

     The consolidated 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. All inter-company
          transactions have been eliminated.

     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
                                February 28, 2003

                              (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
                                February 28, 2003

                              (in Canadian dollars)

                                   (Unaudited)

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

2.   ACCOUNTING POLICIES (continued)

     j)   Basic and Diluted Loss per Share

          Basic loss per common share is based on the weighted average number of
          common shares outstanding  during each period.  Diluted 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:
<TABLE>
<CAPTION>
                              Quarter           Quarter           Nine Months   Nine Months
                              Ended             Ended             Ended         Ended
                              February 28,      February 28,      February 28,  February 28,
                              2003              2002              2003          2002
                              --------------------------------------------------------------
          <S>                 <C>               <C>               <C>           <C>
          Numerator:

          Net Loss            $   (73,084)      $  (152,942)      $  (188,719)  $  (137,721)

          Denominator:

          Weighted average
           number of shares
           outstanding during
           the period          11,935,624        11,418,957        11,745,624    11,418,957


          Loss per share      $    (0.006)      $   (0.010)       $    (0.016)  $   (0.012)
------------------------------------------------------------------------------------------
</TABLE>

     k)   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
                                February 28, 2003

                              (in Canadian dollars)

                                   (Unaudited)

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



3.   ACCOUNTS RECEIVABLE
                                                   February 28         May 31
                                                          2003           2002
                                                   -----------    -----------

     Accounts receivable - trade                   $    40,002    $   123,006
     Sales tax receivable                               10,259              -
                                                   -----------    -----------

                                                   $    50,261    $   123,006
                                                   ===========    ===========


4.   CAPITAL ASSETS
                                                              Net Book Value
                                                           ---------------------
                                              Accumulated  February 28  May 31
                                      Cost    Amortization     2003      2002
                                    --------  ------------ ----------  ---------

     Machinery and equipment        $731,511  $   429,178  $  302,333  $356,821
     Leasehold improvements           51,802       51,802           -         -
     Office furniture and equipment   63,172       49,919      13,253    16,154
     Lab equipment                    27,504       17,932       9,572     7,121
     Patents                          83,087       41,168      41,919    23,777
                                    --------  ------------ ----------  ---------

                                     957,076      589,999     367,077   403,873
     Government assistance           (64,972)     (48,682)    (16,290)  (20,707)
                                    --------  ------------ ----------  ---------

                                    $892,104  $   541,317  $  350,787 $ 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
                                February 28, 2003

                              (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  February  28,  2003)  plus 1 1/8%,  which is
     guaranteed by certain  shareholders  of the Company.  At February 28, 2003,
     the full  amount of this line of credit had been  drawn plus an  additional
     $57,401 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  February  28,  2003) 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 February 28, 2003,
     $55,000 had been drawn under this facility.


7.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                                                   February 28         May 31
                                                          2003           2002
                                                   -----------    -----------

     Accounts payable - trade                      $   318,966    $   390,854
     Payroll deductions payable                         17,610         13,766
     Accrued liabilities                                27,640         70,914
                                                   -----------    -----------

                                                   $   364,216    $   475,534
                                                   ===========    ===========

     During the quarter ended February 28, 2003,  accounts payable in the amount
     of $48,900 were repaid through the issuance of shares.

8.   LONG-TERM DEBT

                                                   February 28         May 31
                                                          2003           2002
                                                   -----------    -----------


     Bank loan, repayable in monthly principal
     payments of $1,667 plus interest at prime
     (4.50% at February 28, 2003) plus 1.75%,
     through the Small Business Loan Act, secured
     by a chattel mortgage on specific machinery
     and equipment.                                $    53,333   $    68,333

                                       12

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2003

                              (in Canadian dollars)

                                   (Unaudited)

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

8.   LONG-TERM DEBT (continued)

                                                   February 28         May 31
                                                          2003           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.                        68,231              -
                                                   -----------    -----------

                                                       473,711        432,024
     Less:  Current portion                             66,951         66,176
                                                   -----------    -----------

                                                   $   460,760    $   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

                                                   February 28         May 31
                                                          2002           2002
                                                   -----------    -----------

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

                                                   $         -    $   446,250
                                                   ===========    ===========

                                       13

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2003

                              (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  redemption  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  (2001  -  $139,077)  is
     interest-free with no fixed terms of repayment. The remaining $92,000 (2001
     - $55,000) bears interest at 10% and is due on demand.


11.  REVENUE FROM MAIN CUSTOMERS

     For the nine months ended February 28, 2003,  approximately  38.43% (2002 -
     66%) of the Company's total revenue is derived from one customer (different
     customer in 2002).

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<PAGE>


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

Transform  Pack  International,  Inc. (the  "Company" or "Transform  Pack") have
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 Nine Months Ended February 28, 2003 and February 28, 2002

Transform  Pack had net sales of $91,480 and $40,666 for the three  months ended
February 28, 2003 and February 28, 2002, respectively. For the nine months ended
February 28, 2003 and  February 28, 2002,  the company had net sales of $302,738
and  $1,173,019  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 nine months  ended
February  28,  2003,  approximately  38.43% of the  Company's  total  revenue is
derived from one customer as compared to 66% for the nine months ended  February
28, 2002 (a different customer).

Cost of sales for the three-months ended February 28, 2003 and February 28, 2002
were $79,766 and $37,388  respectively.  For the nine months ended  February 28,
2003  and  February  28,  2002,   cost  of  sales  were  $191,045  and  $626,923
respectively. Such costs, as a percentage of net sales for the nine months ended
February 28, 2003 and February 28,  2002,  were 63% and 53%  respectively.  This
percentage increase is directly attributed to an increase in raw material costs.

Selling,  general and  administrative  expenses for the three-month period ended
February 28, 2003 and February 28, 2002 were $74,092 and $150,931  respectively,
a decrease of 51%. For the nine months ended  February 28, 2003 and February 28,
2002,  selling,  general and administration  expenses were $270,254 and $649,418
respectively, a decrease of 58%. These decreases are generally due to a decrease
in  accounting  fees,  courier  expenses,  wages  for head  office  and board of
directors expenses.

Interest  expense for the three months ended  February 28, 2003 and February 28,
2002 were $8,296 and $6,824 respectively. For the nine months ended February 28,
2003  and  February  28,  2002,   interest  expense  were  $30,264  and  $30,841
respectively.

Due to the  foregoing,  Transform  Pack  generated  net  losses of  $73,084  and
$152,942  for the three  months  ended  February 28, 2003 and February 28, 2002,
respectively. For the nine months ended February 28, 2003 and February 28, 2002,
the  company  generated  a net  loss of  $188,719  and a net  loss  of  $137,721
respectively.

Liquidity and Capital Resources

At February 28, 2003, Transform Pack had a working capital deficit of $1,331,891
as compared to a working capital deficit of $872,221 at May 31, 2001.

Cash outflow from  operations for the nine-month  period ended February 28, 2003
totaled  $74,861  compared to a cash inflow  from  operations  of $51,987 in the

                                       15

<PAGE>

nine-month  period ended February 28, 2002. Cash outflow consisted of a decrease
in inventory of $39,040, a decrease of $62,418 in payables, a decrease of $5,653
in prepaid expenses and a decrease of $72,745 in accounts receivable.

Cash inflow from our financing  activities was $85,212 for the nine-month period
ended  February  28,  2003,  compared  to a cash  outflow  of  $41,978  for  the
nine-month  period ended February 28, 2002. The cash inflow mainly  consisted of
an increase of $37,000 in due to related  parties and  proceeds  from  long-term
debt of $68,231.

The  company  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
March 31, 2003.  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 February 28, 2003.

Subsequent to March 31, 2003, through the date of this filing of Form 10-QSB for
the quarterly  period ended  February 28, 2003,  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 2.  Changes In Securities and Use of Proceeds

In December 2002 the Company  raised  US$6,000  (Cdn$9,368)  through the sale of
120,000  shares of  restricted  common  stock to an  individual  residing in New
Zealand in reliance on the exclusion from registration set forth in Regulation S
promulgated under the Securities Act of 1933.

                                       16

<PAGE>

In January 2003 the Company issued 520,000 shares of restricted  common stock to
SRC Funding, Inc. in exchange for the cancellation of US$26,000  (Cdn$40,640) of
liabilities  owed to that  company.  The shares  were  issued in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933. Based on information provided by the investor, we believe the investor was
an accredited investor within the meaning of Rule 501 of Regulation D.

Item 5. Other Information

On December 19, 2002, Transform Pack announced that it had entered into a letter
of intent to acquire  all of the  outstanding  capital  stock of  Quantum  HIPAA
Consulting Group Inc., of Miami Florida, through reverse takeover. 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   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:  The certificate  required by Section 906 of the Sarbanes-Oxley Act of
2002 is presented in Exhibit 99.1

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: April 30, 2003           By: /s/ Hans Meier, Chief Executive Officer



Date: April 30, 2003           By: /s/ Nathalie Cormier, Chief Financial Officer

                                       17

<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: April 30, 2003                 By: /s/ Hans Meier, Chief Executive Officer

                                       18

<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: April 30, 2003           By: /s/ Nathalie Cormier, Chief Financial Officer


                                       19