U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB

                         Amendment No. 1

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

     For the quarterly period ended November 30, 2000

     [   ]     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, 2000, there were 10,910,957 shares of common stock
outstanding.

<PAGE>

                           FORM 10-QSB
               TRANSFORM PACK INTERNATIONAL, INC.

                              INDEX

                                                                 Page

PART I.   Item 1. Financial Information                            3

          Balance Sheets at November 30, 2000                      3
          (Unaudited) and May 31, 2000

          Statements of Operations for the Three                   4
          and Six Months Ended November 30, 2000
          and 1999 and for the Period from
          Date of Inception (October 31, 1994)
          through November 30, 2000 (Unaudited)

          Statements of Cash Flows for the Three                  5
          Months Ended November 30, 2000 and 1999
          and for the Period from
          Date of Inception (October 31, 1994)
          through November 30, 2000 (Unaudited)

          Notes to Financial Statements                           6

          Item 2. Management's Discussion and Analysis of        15
          Plan of Operation

PART II.  Other Information                                      17

Signatures                                                       17

                               2
<PAGE>

                             PART I.
                  Item 1. Financial Information


TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(in Canadian dollars)
(Unaudited)

                                                       November 30      May 31
                                                            2000         2000
<TABLE>


                              ASSETS
<S>                                                      <C>            <C>
Current
   Cash and cash equivalents                              $        -    $   170,933
   Accounts receivable (Note 3)                               81,521        180,470
   Inventory                                                 282,019        127,309
   Prepaid Expense                                               501          2,729

                                                             364,041        481,441
Capital assets (Note 4)                                      500,208        526,651
Investment in affiliate (Note 5)                               2,000          2,000

                                                           $ 866,249     $1,010,092

                           LIABILITIES
Current
   Bank indebtedness (Note 6)                              $ 368,218     $  313,500
   Accounts payable (Note 7)                                 468,495        226,763
   Current portion of long-term debt (Note 8)                 57,319         94,927
   Current portion of redeemable preferred shares (Note 9)    60,000         60,000


                                                             954,033        695,190
Long-term debt (Note 8)                                      469,304        468,997
Non-controlling interest in preferred equity                 506,250        506,250
  of a subsidiary (Note 9)
Due to shareholders (Note 10)                                281,307        127,077


                                                           2,210,893      1,797,514

                     SHAREHOLDERS' DEFICIENCY

Share capital
                                                           1,139,847      1,139,847
Deficit accumulated during the development stage          (2,484,490)    (1,927,269)


                                                          (1,344,643)      (787,422)

                                                            $866,249     $1,010,092
</TABLE>
                               3
<PAGE>

TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Canadian dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                                                          Period from Oct.
                                       Quarter      Quarter     Six Months    Six Months    31/94 (date of
                                         Ended        Ended          Ended         Ended  incorporation to
                                   November 30  November 30    November 30   November 30       November 30
                                          2000         1999           2000          1999           2000

<S>                                   <C>          <C>           <C>          <C>        <C>
Revenue                               $  62,867    $  91,747     $   78,829   $ 147,224  $    921,761

Cost of sales                            48,066       37,518         76,654      81,445       516,497
Selling, general and                    332,013       33,320        487,537      94,866     2,224,887
 administrative expenses
Research and development exense          21,050       16,733         61,660      36,068       750,173
Interest expense - long-term              2,499        2,923          6,368       6,120        65,321
                 -other                   2,251        1,879          3,830       4,28         87,415
Other expenses (income)                       -            -              -           -      (238,043)

                                        405,880       92,373        629,540     222,780     3,406,251

   Net loss                          $ (343,013)   $    (626)    $ (557,221)  $ (75,557) $ (2,484,490

Basic net loss per share             $    (0.03)   $   (0.00)    $    (0.05)  $   (0.01)


Weighted average number of common
shares outstanding                   10,910,957    7,000,000     10,910,957   7,000,000
</TABLE>
                               4

<PAGE>



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

                                                                           Period from Oct.
                                                Six Months    Six Months    31/94 (date of
                                                  Ended         Ended      incorporation to
                                                November 30   November 30     November 30
                                                    2000         1999            2000
<S>                                             <C>          <C>          <C>
Net inflow (outflow) of cash and cash
equivalents related to the following activities:

Operating
   Net Income (Loss)
                                                $ (557,219) $   (75,557)  $(2,484,490)
   Items not affecting cash
       Amortization                                 42,067       40,984       353,876
       Fair value of stock
         options granted to
         non-employees                                   -            -        24,349

   Changes in non-cash working capital items
       Accounts receivable                         98,950       (23,480)      (81,520)
       Inventory                                   (7,103)     (282,019)     (154,710)
       Prepaid expenses                             2,228         1,126          (501)
       Accounts payable                           241,731       (14,492)      461,280


                                                 (326,953)      (78,522)   (2,009,025)

Financing
   Proceeds on long-term debt                       5,362           627     1,082,317
   Repayment of long-term debt                    (42,662)      (19,529)     (255,691)
   Due to related parties                         154,230             -       281,307
   Proceeds from (repayment of)
   bank indebtedness                               54,718        98,103       368,218

                                                  171,648        79,201     1,476,151

Investing
   Proceeds from issuance of captial stock              -             -     1,388,965
   Acquisition of capital assets, net of
    government assistance relieved                (15,628)         (680)     (861,091)
   Proceeds on disposal of captial assets               -             -         5,000

                                                  (15,628)         (680)      532,874

Net outflow of cash and cash equivalents         (170,933)            -             -
Cash and cash equivalents, beginning of period    170,933             -             -

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

                               5
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)
1.   BASIS OF PRESENTATION

   Transform   Pack  International  Inc.  (a  development   stage
   company)  (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 a development stage company 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  year  ended  May  31,  2000,  the  quarter  ended
   November 30, 2000 and the six months ended November 30,  2000,
   the  Company incurred significant net losses and negative cash
   flows  from operations; also, as of May 31, 2000 and  November
   30,  2000,  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.

                               6
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)

1.  BASIS OF PRESENTATION (continued)

    Management's Plans

   As   shown  in  the  consolidated  financial  statements,  the
   Company  incurred  a  loss from operations  of  $626  for  the
   quarter  ended  November 30, 1999,a loss  from  operations  of
   $343,013 for the quarter ended November 30, 2000, a loss  from
   operations  of $557,221 for the six months ended November  30,
   2000  and a loss from operations of $75,557 for the six months
   ended  November  30,  1999, as well  as  a  net  shareholders'
   deficiency  in  assets at the year end  and  the  end  of  the
   second  quarter, November 30, 2000.  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  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.


   Interim Financial Statements

   These  unaudited financial statements for the  quarters  ended
   November  30,  2000  and 1999 and for  the  six  months  ended
   November   30,   2000  and  1999,  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 quarter ended November  30,  2000,
   and   the   six  months  ended  November  30,  2000  are   not
   necessarily  indicative of the results of operations  for  the
   entire year.

                               7
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)



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)   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.


   b)   Inventory

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


   c)   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


   d)   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.


   e)   Research and Development

        Research  and development costs are charged  to  expenses
        when incurred.

                               8
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)

2.   ACCOUNTING POLICIES (continued)

    f)  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 in
        accordance  with  SFAS  No. 109,  Accounting  for  Income
        Taxes.   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.


   g)  Comprehensive Income

        The    Company   has   adopted   SFAS   130,   "Reporting
        Comprehensive Income".  There are no differences  between
        the   Company's   net  earnings  as  reported   and   its
        comprehensive   income   as   defined   by   SFAS    130.
        Accordingly, a separate statement of comprehensive income
        has not been presented.


   h)   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.


   i)   Derivative Instruments and Hedging Activities

        In  June  2000, the Financial Accounting Standards  Board
        issued  SFAS  133, "Accounting for Derivative Instruments
        and  Hedging Activities", which will be effective for the
        Company's  2002  fiscal year.  Under  the  new  standard,
        companies will be required to record derivatives  on  the
        balance  sheet as assets or liabilities measured at  fair
        value.   Management  has determined that  the  impact  of
        applying SFAS 133 is not material.

                               9
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)

2. ACCOUNTING POLICIES (continued)


   j)   Loss per share

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


                        Quarter ended  Quarter Ended   Six Months     Six Months
                                                            Ended          Ended
                         November 30,  November 30,  November 30,   November 30,
                              2000           1999           2000          1999
        Numerator:

 Net Loss                 $ (343,013)    $     (626)  $  (550,711) $  (75,557)


        Denominator:

 Reflects the common
  shares issued to effect
  the reverse acquisition
  of Transform Pack Inc
     (Note 1)                             7,000,000                  7,000,000

 Weighted average number
  of shares outstanding
  during the period        10,910,957                 10,910,957

 Loss per  share           $    (0.03)   $   (0.00)   $    (0.05)   $   (0.01)


Diluted loss per share has not been presented as it would be anti-
dilutive for each period presented.

                               10
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)

2.  ACCOUNTING POLICIES (continued)

   k)  Revenue Recognition

        The  company  recognizes revenue from spice  sheet  sales
        after a purchase order has been received, the sheets have
        been  completed and shipped to the customer in accordance
        with  terms  agreed to.  Terms of shipping are  generally
        FOB Transform Pack's plant in Moncton, New Brunswick.


3.   ACCOUNTS RECEIVABLE

                                        November 30    May 31
                                          2000         2000

   Accounts receivable - trade         $  211,494  $  186,836
   Allowance for doubtful accounts       (141,815)    (23,600)
   Sales tax receivable                    11,842      17,234

                                       $   81,521  $  180,470

4.   CAPITAL ASSETS

                                                                Net Book Value
                                             Accumulated  November 30   May 31
                                     Cost   Amortization   2000          2000

 Machinery and equipment         $  715,496  $  262,414  $  453,082  $  469,076
 Leasehold improvements              51,802      37,057      14,745      19,780
 Office  furniture and equipment     62,492      41,355      21,137      23,554
 Lab equipment                       23,718      14,963       8,756      11,127
 Patents                             60,414      28,226      32,188      35,860

                                    913,922     384,015     529,908     559,397
 Government assistance              (64,972)    (35,272)    (29,700)    (32,746)

                                 $  848,950  $  348,743  $  500,208  $  526,651

                               11
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)


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.


6.   BANK INDEBTEDNESS

   Transform  Pack  Inc.  has  an  approved  line  of  credit  of
   $298,500  bearing  interest at prime  (7.5%  at  November  30,
   2000)   plus   1   1/8%,  which  is  guaranteed   by   certain
   shareholders of the Company.  At November 30, 2000,  the  full
   amount  of  this line of credit had been drawn.   The  company
   also  has  $207,000  in  approved line of  credit  facilities,
   bearing interest at rates between prime (7.5% at November  30,
   2000)  plus  1 1/2% and prime (7.5% at November 30,  2000)  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, 2000, $50,000  had  been
   drawn under this facility.


7.   ACCOUNTS PAYABLE

                                       November 30   May 31
                                          2000         2000

   Accounts payable - trade          $  411,208  $  174,254
   Payroll deductions payable            13,070       2,207
   Advances from customer                     -           -
   Accrued liabilities                   44,217      50,302

                                     $  468,495  $  226,763

                               12
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)

8.   LONG-TERM DEBT

                                                       November 30       May 31
                                                            2000         2000

   Bank loan, repayable in monthly principal payments of
   $1,167 plus interest at prime (7.5% at November 30, 2000)
   plus 1.75%, through the Small Business Loan Act,
   secured by a chattel mortgage on a specific piece of
   equipment.                                              $  4,734   $   10,591
   Bank loan, repayable in monthly principal payments
   of $1,667 plus interest at prime (7.5% at November 30,
   2000) plus 1.75%, through the Small Business Loan
   Act, secured by a chattel mortgage on specific machinery
   and equipment.                                            98,333      108,333

   ACOA loan, repayable in 82 consecutive monthly
   installments of $5,361, followed by one final installment
   of $5,398 commencing June 1, 2000, non-interest
   bearing.  As at May 31, 2000, all of the $445,000
   approved contribution has been disbursed by ACOA.        423,556      445,000

                                                            526,623      563,924
   Less:  Current portion                                    57,319       94,927

                                                          $ 469,304   $  468,997

                               13
<PAGE>
                TRANSFORM PACK INTERNATIONAL INC.
                  (a development stage company)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        NOVEMBER 30, 2000

                      (in Canadian dollars)

                           (Unaudited)

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

                                               Quarter Ended   Year Ended
                                                 November 30       May 31
                                                    2000            2000

   Issued:
    56,625 (1999 - 26,525) Class A preferred shares   $ 566,250 $ 566,250
     Current portion                                    (60,000)  (60,000)

                                                      $ 506,250 $ 506,250

   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  did not make  its  first  redemption
   payment  and  is now in default under its agreement  with  the
   Province  of  New Brunswick.  The province has not  taken  any
   action  against  Transform  Pack  to  enforce  its  redemption
   right,  but  there is no assurance it will not do  so  in  the
   future.

   On  January 28, 2000, after the transaction described in  Note
   1,  Transform  Pack Inc. became a subsidiary  of  the  Company
   and,  as  a result, its preferred equity is presented as  non-
   controlling interest in a subsidiary.


10.  DUE TO SHAREHOLDERS

    The amount due to shareholders is interest-free with no fixed
terms of repayment.

                               14
<PAGE>

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

Transform Pack International, Inc. (the "Company" or "Transform
Pack") is a development stage company that 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, 2000 and 1999

Transform Pack had net sales of $62,867 and $91,747 for the three
months ended November 30, 2000 and 1999, respectively; which
represents a 32% decrease from 1999.  Net sales for the six
months ended November 30, 2000 were $78,829, a 47% decrease from
$147,224 for the same period in 1999.  This decrease is primarily
a result of higher sales to a single customer in 1999 that did
not recur in 2000.

   Cost of sales for the three-months ended November 30, 2000 and
1999 were $48,066 and $37,518, respectively.  Such costs, as a
percentage of net sales for the three-months ended November 30,
2000 and 1999, were 76% and 41%, respectively.  Cost of net sales
for the six months ended November 30, 2000 and 1999 were $76,654
and $81,445, respectively.  Such costs, as a percentage of net
sales for the six months ended November 30, 2000 and 1999 were
97% and 55%, respectively.  This percentage increase is directly
attributed, in part, to the training of new personnel in
anticipation of the large orders with our new customers.  The new
personnel were needed to enable us to begin ramping up our
production.  This increase is also attributable to production of
a substantial amount of free sample product as part of our new
marketing effort, a practice we have followed in the past and
expect to continue because we believe it is a customary marketing
technique in the industry to provide free samples of food related
products so that potential customers can evaluate taste,
consistency, use, and quality.  Potential customers provide the
seasoning for sample product, but we must absorb the remaining
cost of plastic film and adhesive required to produce the samples
given to potential customers for evaluation.  There is no
assurance any of these potential customers will ultimately elect
to purchase our product.  Should they decide to purchase, sales
will be made under our standard pricing policy, which is full
price for orders up to 100,000 seasoning sheets and a volume
discount of 10% for orders over 100,000 sheets.  When management
makes a determination that a sale is not imminent based on
communications with the potential customer, the Company
discontinues providing free samples and charges its regular price
for any additional samples requested.  Providing sample product
resulted in sales of CDN $69,306 during the six month period
ended November 30, 2000.

Selling, general and administrative expenses for the three-months
ended November 30, 2000 and 1999 were $332,013 and $33,320,
respectively.  Operating expenses for the six months ended
November 30, 2000 and 1999 were $487,537 and $94,866,
respectively.  The increase in operating expenses is attributable
to the creation of an $118,000 allowance for doubtful accounts,
$20,000 for sales and marketing in the United States, $5,500 in
legal fees for patent protection, and $21,500 and in legal and
accounting fees associated with becoming a reporting company.

Interest expense for the three months ended November 30, 2000 and
1999 were $4,750 and $4,802, respectively.  Interest expense for
the six months ended November 30, 2000 and 1999 were $10,198 and
$10,400, respectively.

Due to the foregoing, Transform Pack suffered net losses of
$343,013 and $626 for the three-months ended November 30, 2000
and 1999, respectively.  As for the six months ended November 30,
2000 and

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1999, Transform Pack suffered net losses of $557,221 and
$75,557, respectively.  This increase in net losses is
attributable to of higher sales to a single customer in 1999 that
did not recur in 2000, and increased expenses incurred for new
marketing efforts and ramping up production capability without a
similar increase in revenues.

Liquidity and Capital Resources

At November 30, 2000, Transform Pack had a working capital
deficit of $589,992 as compared to a working capital deficit of
$213,749 at May 31, 2000.

   Cash used in operations for the six-month period ended
November 30, 2000 totaled $326,953, compared to cash use of
$78,522 in the corresponding period of 1999.  Cash use consisted
of $154,710 in inventory, which was offset by a decrease of
$98,950 in receivables and an increase in payables of $241,731.
Based on management's evaluation of the potential demand for the
Company's product through May 2001 as a result of marketing
efforts during the first six months of the fiscal year, inventory
was increased from CDN $127,309 at May 31, 2000 to CDN $282,019
at November 30, 2000.  Management believes we will be able to
turn this inventory over the remaining six months of the fiscal
year ending May 31, 2001.  The loss of Compass Rose Food Ltd..,
our major customer during the year ended May 31, 2000, will not
affect the Company's ability to realize the value of its
inventory at November 30, 2000.

   The payment terms for our customers are net 30 days.  Past due
amounts at May 31, 2000 were $45,092 and $151,776 at November 30,
2000.  Although our customers are penetrating new markets with
their products, the initial market response was not as positive
as anticipated.  Accounts receivable at May 31, 2000, included a
substantial amount owed by Compass Rose Food Ltd., our largest
customer in the fiscal year ended May 31, 2000.  Sales to Compass
Rose were CDN $169,175 for the year ended May 31, 2000, and no
sales were made to this customer during the six-month period
ended November 30, 2000.  Through November 2000, the Company had
regular communication with Compass Rose and believed that the
account would be paid within a reasonable period of time based on
an agreed upon repayment schedule.  When Compass Rose failed to
make scheduled payments in December 2000, the account was
reclassified as doubtful, which is why the Company's allowance
for doubtful accounts increased from CDN $23,600 at May 31, 2000
to CDN $141,815 at November 30, 2000.  As a result there was a
substantial decrease in accounts receivable from CDN $180,470 at
May 31, 2000 to CDN $81,521 at November 30, 2000, which adversely
affected our working capital position.  However, we do not expect
any negative effects on future operations or financial position,
since we have made no sales to Compass Rose since May 31, 2000,
and do not expect to make any sales in the future.

Our financing activities provided the Company with $171,648 for
the six-month period ended November 30, 2000, compared to $79,201
in the corresponding period in 1999.  The majority of the
financing consisted of a loan from Bruce Weitz, one of our
directors, in the amount of $154,230, which bears interest at 10%
per year.  There are no fixed payment terms for this loan.

Capital expenditures for the six months ended November 30, 2000
were $15,628, compared to $680 in the corresponding period of
1999.

As Transform Pack is aggressively pursuing the marketing of its
seasoning sheets, a substantial number of orders placed in
response to that marketing effort could require us to establish
another production line within the next year.  A production line
consists of two of our proprietary coating machines, a cutting
machine, and a packing machine.  The estimated cost to us of
installing a new production line is $200,000.

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We are in need of additional financing in order to pay
outstanding obligations, finance current operations and expand
operations over the next year.  It is not likely that we will be
able to take advantage of the opportunity to increase our product
sales unless we obtain additional capital to fund operations.  If
we cannot find more funding, we will be forced to substantially
reduce our operations and it will take a much longer period for
our business to develop.  We have not identified any sources for
future funding.  Consequently, we may be subject to enforcement
actions by our creditors and may not be able to take advantage of
the opportunity to expand our business.  If we are unable to
generate working capital from our internal operations or outside
sources, our ability to continue in business will be seriously
impaired.  However, we are currently in the process of finalizing
details with two customers that could potentially improve our
financial situation.

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 within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 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.

                   PART II.  OTHER INFORMATION

Item 3. Defaults Upon Senior Securities

In fiscal year 2000 the Province of New Brunswick converted
$300,000 of debt to 30,000 Class A preferred shares of our
subsidiary, which we are obligated to redeem at the rate of 20%
or $60,000 per year beginning August 31, 2000.  Transform Pack
did not make its first redemption payment and is now in default
under its agreement with New Brunswick.  New Brunswick has not
taken any action against Transform Pack to enforce its redemption
right, but there is no assurance it will not to so in the future.

Item 4. Exhibits and Reports on Form 8-K

Exhibits

Attached to the initial filing of this report under Exhibit
Reference 10.1 is the Deed of Loan between the Company and Bruce
Weitz dated September 19, 2000.

Reports on Form 8-K

None

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                           SIGNATURES

In accordance with the requirements of 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:  February 16, 2001      By: /s/ Hans Meier, President

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