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 August 31, 2002

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

     For the transition period from        to

                          Commission File No. 000-31727

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  At August 31,  2002,  there were
11,468,957 shares of common stock outstanding.



<PAGE>



                                   FORM 10-QSB
                       TRANSFORM PACK INTERNATIONAL, INC.

                                      INDEX

                                                                            Page

PART I.       Item 1.  Financial Information                                  3

              Consolidated Balance Sheets at August 31, 2002 (Unaudited)      3
                and May 31, 2001

              Consolidated Statements of Operations for the Three Months      4
                ended August 31, 2002 and 2001 (Unaudited)

              Consolidated Statements of Shareholders' Deficiency             5
                for the Three Months Ended August 31, 2002 and 2001

              Consolidated Statements of Cash Flows for the Three Months      6
              Ended August 31, 2002 and 2001 (Unaudited)

              Notes to the Consolidated Financial Statements                  7

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

              Item 3.  Controls and Procedures                               16

PART II.      Other Information                                              16

              Item 2.  Changes in Securities and Use of Proceeds             16

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

Signatures                                                                   17


                                       2

<PAGE>



                                     PART I.
                          Item 1. Financial Information

TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(in Canadian dollars)
(Unaudited)
                                                          As at         As at
                                                      August 31        May 31
                                                           2002          2001
                                                     ----------    ----------
                                     ASSETS
Current
 Accounts receivable (Note 3)                        $  127,694    $  123,006
 Inventory                                               76,363        79,387
 Prepaid expense                                          4,597         6,575
                                                     ----------    ----------

                                                        208,654       208,968
Capital assets (Note 4)                                 381,553       383,166
Investment in affiliate (Note 5)                          2,000         2,000
                                                     ----------    ----------

                                                     $  592,207    $  594,134
                                                     ==========    ==========

                                   LIABILITIES
Current
 Bank indebtedness (Note 6)                          $  429,221    $  419,479
 Accounts payable and accrued liabilities(Note 7)       445,516       475,534
 Current portion of long-term debt (Note 8)              66,951        66,176
 Current portion of redeemable preferred shares
   (Note 9)                                             120,000             -
                                                     ----------    ----------

                                                      1,061,688       961,189
Long-term debt (Note 8)                                 360,073       365,848
Non-controlling interest in preferred
  equity of a subsidiary (Note 9)                       446,250       566,250
Due to shareholders (Note 10)                           221,077       194,077
                                                     ----------    ----------
                                                      2,089,088     2,087,364
                                                     ----------    ----------

                            SHAREHOLDERS' DEFICIENCY


Share capital and warrants                            2,080,812     2,065,812
Deficit                                              (3,577,693)   (3,559,042)
                                                     ----------    ----------

                                                     (1,496,881)   (1,493,230)
                                                     ----------    ----------

                                                     $  592,207       594,134
                                                     ==========    ==========

                See accompanying notes to financial statements.

                                       3

<PAGE>




TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 2002 AND 2001

(in Canadian Dollars)
(Unaudited)
                                           Three months    Three months
                                                  Ended           Ended
                                              August 31       August 31
                                                   2002            2001
                                          -------------   -------------
Revenue                                   $     113,718   $     767,408
                                          -------------   -------------

Cost of sales                                    60,412         396,466
Selling, general and administrative
  expenses                                       61,591         272,685
Research and development expense                    565             387
Other income                                     (1,709)           (600)
                                          -------------- ---------------
                                                120,859         668,938
                                          -------------- ---------------

(Loss) earnings before interest expense          (7,141)         98,470
Interest expense - long-term                      5,765           1,778
                 - other                          5,745          10,540
                                          -------------- ---------------

Net (loss) earnings                       $     (18,651) $       86,152
                                          -------------- ---------------

Basic and diluted net (loss) earnings
  per share                               $      (0.002) $         0.01
                                          ============== ===============

Weighted average number of common shares
  outstanding                                11,468,957      11,418,957
                                          ============== ===============

                See accompanying notes to financial statements.

                                       4

<PAGE>



TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
FOR THE QUARTER ENDED AUGUST 31, 2002 AND 2001

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

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

Net earnings                                                                    $    86,151  $    86,151

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

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

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

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

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

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

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

Net loss                                                                        $   (18,651) $   (18,651)

Issue of Common Stock                                         50,000     15,000              $    15,000

Balance-August 31, 2002                1,208,000  591,045 11,468,957  1,489,767  (3,577,693) $ 1,496,881
                                       --------- -------- ---------- ---------- ------------ ------------
</TABLE>
                See accompanying notes to financial statements.


                                       5

<PAGE>


TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in Canadian dollars)
(Unaudited)
                                                    Three months  Three months
                                                           Ended         Ended
                                                       August 31     August 31
                                                            2002          2001
                                                    ------------  ------------

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

Operating
      Net (loss) earnings                           $   (18,651)  $    86,152
      Items not affecting cash
            Amortization                                 19,613        21,884
            Fair value of stock options granted to
              non-employees                                   -             -
            Fair value of stock options granted to
              employee                                        -             -

       Changes in non-cash working capital items
            Accounts receivable                          (4,688)     (103,206)
            Inventory                                     3,024        11,802
            Prepaid expenses                              1,978          (945)
            Accounts payable                            (30,018)        8,633
                                                    ------------  ------------

                                                        (28,742)       24,320
                                                    ------------  ------------
Financing
      Proceeds on long-term debt                              -             -
      Repayment of long-term debt                        (5,000)      (16,020)
      Due to related parties                             27,000       (12,000)
      Proceeds from (repayment of) bank
       indebtedness                                       9,742         4,381
                                                    ------------  ------------

                                                         31,742       (23,639)
                                                    ------------  ------------
Investing
      Proceeds from issuance of capital stock            15,000             -
      Acquisition of capital assets, net of
       government assistance relieved                   (18,000)         (681)
      Proceeds on disposal of capital assets                  -             -
                                                    ------------  ------------

                                                         (3,000)         (681)
                                                    ------------  ------------

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

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

                See accompanying notes to financial statements.

                                       6

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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


1.   BASIS OF PRESENTATION

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

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

     Management's Plans

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

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

                                       7

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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

     Interim Financial Statements

     These  unaudited  interim  financial  statements  reflect all  adjustments,
     consisting of only normal and recurring items, which are, in the opinion of
     management,  necessary  to present a fair  statement of the results for the
     interim  periods.  The operating  results for the three months ended August
     31, 2002 are not  necessarily  indicative of the results of operations  for
     the entire year.


2.   ACCOUNTING POLICIES

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

     a)   Principles of Consolidation

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

     b)   Government Assistance

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

     c)   Inventory

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

     d)   Capital Assets

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

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

                                       8

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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


2.   ACCOUNTING POLICIES (continued)

     e)   Use of Estimates

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

     f)   Research and Development

          Research and development costs are charged to expenses when incurred.

     g)   Income Taxes

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

     h)   Comprehensive Income

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

     i)   Cash and Cash Equivalents

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

                                       9

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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

2.    ACCOUNTING POLICIES (continued)

      a.  Basic and Diluted Net Loss per Share

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

          Loss per share

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

                                                      Quarter         Quarter
                                                      Ended           Ended
                                                      August 31,      August 31,
                                                      2002            2001
          ----------------------------------------------------------------------
          Numerator:

          Net (Loss) Profit                          $  (18,651)    $    86,152

          Denominator:

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

          (Loss) earnings per share                  $   (0.002)    $      0.01


      b.  Revenue Recognition

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

                                       10

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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


3.   ACCOUNTS RECEIVABLE
                                                     August 31         May 31
                                                          2002           2002
                                                          ----           ----

     Accounts receivable - trade                  $    106,115  $     123,006
     Sales tax receivable                               21,579              0
                                                   -----------   ------------
                                                  $    127,694  $     123,006
                                                   ===========   ============

4.   CAPITAL ASSETS
                                                             Net Book Value
                                                           -------------------
                                              Accumulated  August 31   May 31
                                      Cost    Amortization    2002     2002
                                    --------  ------------ --------- ---------
     Machinery and equipment        $731,511  $  392,853   $338,658  $356,821
     Leasehold improvements           51,802      51,802          0         0
     Office furniture and equipment   63,172      47,985     15,187    16,154
     Lab equipment                    23,718      17,042      6,676     7,121
     Patents                          78,414      38,147     40,267    23,777
                                    --------  ------------ --------- ---------

                                     948,617     547,829    400,788   403,873
     Government assistance           (64,972)    (45,737)   (19,235)  (20,707)
                                    --------  ------------ --------- ---------

                                    $883,645  $  502,092   $381,553  $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
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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


6.   BANK INDEBTEDNESS

     Transform  Pack Inc.  has an approved  line of credit of  $298,500  bearing
     interest  at  prime  (4.00%  at  August  31,  2002)  plus 1 1/8%,  which is
     guaranteed by certain  shareholders of the Company. At August 31, 2002, the
     full  amount of this  line of  credit  had been  drawn  plus an  additional
     $47,554 of  interest  is  outstanding.  The  company  also has  $207,000 in
     approved line of credit facilities, bearing interest at rates between prime
     (4.00% at  August  31,  2002)  plus 1 1/2% and prime  plus 2%,  secured  by
     general  assignment  of book  debts,  inventory  and a  guarantee  from the
     Province of New  Brunswick in the amount of  $132,000.  At August 31, 2002,
     $60,000 had been drawn under this facility.

7.   ACCOUNTS PAYABLE
                                                     August 31         May 31
                                                          2002           2002
                                                          ----           ----

     Accounts payable - trade                    $     377,535   $    390,854
     Payroll deductions payable                         24,739         13,766
     Accrued liabilities                                43,242         70,914
                                                        ------         ------

                                                 $     445,516   $    475,534
                                                  ============    ===========


8.   LONG-TERM DEBT
                                                     August 31         May 31
                                                          2002           2002
                                                          ----           ----


     Bank loan, repayable in monthly principal
     payments of $1,667 plus interest at prime
     (4.00% at August 31, 2002) plus 1.75%, through
     the Small Business Loan Act, secured by a
     chattel mortgage on specific machinery and
     equipment.                                        63,333         68,333

                                       12

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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


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

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

                                                       427,024        432,024
     Less:  Current portion                             66,951         66,176
                                                  ------------   ------------

                                                 $     360,073  $     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
                                                     August 31         May 31
                                                          2002           2002
                                                          ----           ----

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

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

                                       13

<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2002

                              (in Canadian dollars)
                                   (Unaudited)

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

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

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

     The Company did not make its first  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 is interest-free with no fixed
     terms of repayment.  The remaining $82,000 bears interest at 10% and is due
     on demand.


11.  REVENUE FROM MAIN CUSTOMERS

     For the three months ended  August 31,  2002,  approximately  24.5% (2001 -
     75%) of the Company's total revenue is derived from one customer (different
     customer in 2001).


                                       14


<PAGE>


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

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

Results of Operations

Three Ended August 31, 2002 and August 31, 2001

     Transform  Pack had revenue of $113,718  and  $767,408 for the three months
ended August 31, 2002 and August 31, 2001, respectively. This decrease is due to
substantial sales to a single customer in the first quarter or fiscal year 2002,
which did not recur in the first  quarter  of fiscal  year  2003.  For the three
months ended August 31, 2002,  approximately  24.5% of the Company's revenue was
derived  from one  customer as compared  to 75% from the same  customer  for the
three months ended August 31, 2001.  Transform Pack does not expect a meaningful
increase  in sales  volume from this  customer  during  fiscal year 2003.  It is
pursuing  marketing  efforts to replace  the lost  revenue,  but cannot  predict
whether or when those efforts may be successful.

     Cost of sales for the  three-months  ended  August 31,  2002 and August 31,
2001 were $60,412 and $396,466,  respectively.  This decrease is a direct result
of lower sales in 2002  compared to 2001.  Such costs as a percentage of revenue
for the three months  ended  August 31, 2002 and August 31, 2001,  are 53.1% and
51.6% respectively.

     Selling,  general and  administrative  expenses for the three-month  period
ended  August  31,  2002  and  August  31,  2001  were  $61,691  and   $272,685,
respectively,  a decrease of 77.4%.  This reduction is a result of  management's
effort to  substantially  cut  expenses in response to the  decrease in revenue.
Management  will  continue  its effort to manage  costs within the limits of its
revenue.  Interest expense for the three months ended August 31, 2002 and August
31, 2001 were $11,510 and $12,318, respectively.

     Due to the foregoing,  Transform Pack generated net loss of $18,651 for the
three months  ended  August 31, 2002,  compared to net income of $86,152 for the
same period in 2001.  Transform Pack expects that it will continue to operate at
a loss unless and until its marketing efforts result in higher sales.

Liquidity and Capital Resources

     At August  31,  2002,  Transform  Pack had a  working  capital  deficit  of
$853,034 as compared to a working capital deficit of $752,221 at May 31, 2002.

     Cash used in operations  for the  three-month  period ended August 31, 2002
totaled  $28,742  compared  to cash  provided  by  operations  of $24,230 in the
three-month  period ended August 31, 2001.  Cash use  consisted of a decrease of
$4,688 in receivables  and $30,018 in payables,  which was offset by an increase
in inventory of $3,024 and an increase of $1,978 in prepaid expenses.

     Our financing  activities provided $31,742 for the three-month period ended
August 31, 2002,  which is  attributable to an increase in amounts due a related

                                       15

<PAGE>

party in the amount of $27,000 and  proceeds  from bank  indebtedness  of $9,742
that are offset by $5,000 of repayment of bank indebtedness.

     Transform  Pack  obtained  $15,000 from the sale of 50,000 shares of common
stock,  which was offset by the  acquisition  of capital assets in the amount of
$18,000,  resulting  in a net  decrease  in cash from  investing  activities  of
$3,000.

     Transform  Pack  is 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.  Consequently,  we may be subject to collection actions
by our  creditors  and may not be able to take  advantage  of  opportunities  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.

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 October 15, 2002.  Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and procedures are effective in connection  with Transform  Pack's filing of its
quarterly report on Form 10-QSB for the quarterly period ended August 31, 2002.

     Subsequent  to October  15,  2002,  through the date of this filing of Form
10-QSB  for the  quarterly  period  ended  August 31,  2002,  there have been no
significant  changes in Transform  Pack's internal  controls or in other factors
that could  significantly  affect  these  controls,  including  any  significant
deficiencies  or material  weaknesses  of internal  controls  that would require
corrective action.

                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

     In June  2002,  Transform  Pack  issued  50,000  shares of common  stock to
Renmark  Financial  Inc. for $15,000 in cash. The shares were issued in reliance
on the exemption from  registration  set forth in Section 4(2) of the Securities
Act of 1933. No broker was involved in the transaction  and no commissions  were
paid to any person.

                                       16

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None

                                   SIGNATURES

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

                               TRANSFORM PACK INTERNATIONAL, INC.


Date: October 24, 2002         By: /s/ Hans Meier, Chief Executive Officer


Date: October 24, 2002         By: /s/ Nathalie Cormier, Chief Financial Officer

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

     In connection  with the Quarterly  Report of Transform Pack  International,
Inc.  (the  "Company")  on Form 10-QSB for the period  ending August 31, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Hans  Meier,  Chief  Executive  Officer of the  Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) The  Report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Date: October 24, 2002         By: /s/ Hans Meier, Chief Executive Officer

     In connection  with the Quarterly  Report of Transform Pack  International,
Inc.  (the  "Company")  on Form 10-QSB for the period  ending August 31, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"), I, Nathalie Cormier, Chief Financial Officer of the Company,  certify
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) The  Report  fully  complies  with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Date: October 24, 2002                    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: October 24, 2002             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: October 24, 2002         By: /s/ Nathalie Cormier, Chief Financial Officer


                                       19