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

                           FORM 10-QSB

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

     For the quarterly period ended November 30, 2001

     [   ]     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, 2001, there were 11,418,957 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, 2001                    3
          (Unaudited)and May 31, 2001

          Statements of Operations for the Three                 4
          Months And Six Months Ended November 30, 2001
          and 2000 (Unaudited)

          Statements of Cash Flows for the Six                   5
          Months Ended November 30, 2001 and 2000 (Unaudited)

          Notes to Financial Statements                          6

          Item 2. Management's Discussion and                    14
          Analysis or Plan of Operation

PART II.  Other Information                                      15

          Item 3. Defaults Upon Senior Securities                15

          Item 4. Submission of matters to Vote of               16
          Security Holders

          Item 6. Exhibits and Reports on Form 8-K               16

Signatures                                                       16

                                     2
<PAGE>


                             PART I.
                  Item 1. Financial Information

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

                                    November 30       May 31
                                        2001         2001


ASSETS
Current
  Cash and cash equivalents       $          -    $          -
  Accounts receivable (Note 3)          89,611         269,031
  Inventory                             89,826         149,950
  Prepaid Expense                        8,958           2,336
                                        ------         -------
                                       188,395         421,317
Capital assets (Note 4)                424,628         458,444
Investment in affiliate (Note 5)         2,000           2,000
                                       -------        --------
                                  $    615,023    $    881,761
                                       =======         =======
LIABILITIES
Current
  Bank indebtedness (Note 6)      $    389,632    $    406,328
  Accounts payable (Note 7)            337,698         551,744
  Current portion of long-term
    debt (Note 8)                       86,124          87,787
  Current portion of redeemable
    preferred shares (Note 9)          120,000          60,000
                                       -------        --------
                                       933,454       1,105,859
Long-term debt (Note 8)                361,410         398,964
Non-controlling interest in
  preferred equity of a
  subsidiary (Note 9)                  446,250         506,250
Due to shareholders (Note 10)          127,077         139,077
                                     ---------       ---------
                                     1,868,191       2,150,150
                                     ---------       ---------
SHAREHOLDERS' DEFICIENCY

Share capital and warrants (Note 11) 1,523,312       1,523,312
Deficit                             (2,776,480)     (2,791,701)
                                     ---------       ---------

                                    (1,253,168)     (1,268,389)
                                     ---------       ---------
                                  $    615,023    $    881,761
                                    ==========       =========
The accompanying notes are an integral part of this financial
statement.

                                     3
<PAGE>


TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE AND SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000
(in Canadian Dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                Three months   Three months     Six months    Six months
                                   Ended          Ended           Ended         Ended
                                 November 30    November 30     November 30   November 30
                                   2001            2000            2001          2000
<S>                             <C>            <C>            <C>             <C>
Revenue                        $     364,945   $    62,867    $  1,132,353    $   78,829
                                     -------        ------       ---------        ------
Cost of sales                        192,265        48,066         588,732        76,654
Selling, general and
  adminstrative expenses             226,605       332,013         499,290       487,537
Research and development
  expense                              6,205        21,050           6,592        61,660
Other income                            (900)            -          (1,500)
                                     -------       -------       ---------      --------
                                     424,175       401,129       1,093,114       625,851
                                     -------       -------       ---------      --------
Earnings(loss) before interest
  expense                            (59,230      (338,262)         39,239      (547,022)
Interest expense- long-term            1,336         2,499           5,460         6,368
                - other               10,364         2,251          18,556         3,830
                                      ------       -------         -------      --------
Net earnings(loss) before
  income tax                   $     (70,930)  $  (343,012)   $     15,222    $ (557,220)

Income tax expense                         -             -              -              -
                                      ------       -------         ------        -------
Net earnings(loss)                   (70,930)     (343,012)        15,222       (557,220)
                                     -------       -------         ------        -------
Basic and diluted net
earnings(loss) per share        $      (0.01)  $     (0.03)   $      0.00    $     (0.05)

Weighted average number of
common shares outstanding         11,418,957    10,910,957     11,418,957     10,910,957
</TABLE>
The accompanying notes are an integral part of this financial statement.

                                     4
<PAGE>


TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH
FLOWS SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000
(in Canadian dollars)
  (Unaudited)

                                            Six months     Six months
                                              Ended          Ended
                                           November 30     November 30
                                              2001           2000

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

Operating
  Net Income (Loss)                           15,222        (557,219)
  Items not affecting cash
    Amortization                              43,825          42,067
    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                   179,420           5,362
       Inventory                              60,124         (42,662)
       Prepaid expenses                       (6,622)        154,230
       Accounts payable                     (214,046)         54,718
                                            --------         -------
                                              77,923         171,648
                                            --------         -------
Financing
       Proceeds on long-term debt                  -           5,362
       Repayment of long-term debt           (39,217)        (42,662)
       Due to related parties                (12,000)        154,230
       Proceeds from (repayment of)
        bank indebtedness                    (16,696)         54,718
                                             --------        -------
                                             (67,913)        171,648

Investing
      Proceeds from issuance of
       capital stock                               -               -
      Acquisition of capital assets, net
       of government assistance relieved     (10,010)        (15,628)
      Proceeds on disposal of capital
       assets                                      -               -
                                             --------        --------
                                             (10,010)        (15,628)

Net outflow of cash and cash equivalents          (0)       (170,933)
Cash and cash equivalents, beginning
  of period                                        -         170,933

Cash and cash equivalents, end of period  $       (0)   $          -
                                          ==========    ============

The accompanying notes are an integral part of this financial
statement.

                                     5
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (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  year  ended May 31, 2001,  the  Company  incurred
   significant   net   losses  and  negative  cash   flows   from
   operations;  also, as of May 31, 2001 and November  30,  2001,
   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.

                                     6
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (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 and six months ended November
   30, 2001 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)   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 only of raw materials 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,

                                     7
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (in Canadian dollars)

                           (Unaudited)


2. ACCOUNTING POLICIES (continued)

        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.

    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.
        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

        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.

   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.

                                     8
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (in Canadian dollars)

                           (Unaudited)


2.   ACCOUNTING POLICIES (continued)

   i)  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
        earnings per share:
<TABLE>
<CAPTION>

                            Quarter       Quarter    Six Months    Six Months
                             Ended         Ended        Ended         Ended
                          November 30,  November 30,  November 30,  November 30,
                             2001          2000          2001          2000
  <S>                   <C>           <C>           <C>           <C>
  Numerator:
    Net Profit Loss     $   (70,930)  $  (343,012)  $    15,222   $  (557,220)

  Denominator:
    Weighted average
     number of shares
     outstanding during
     the period          11,418,957    10,910,957    11,418,957    10,910,957

    Earnings (loss)
     per share          $     (0.01)  $     (0.03)  $      0.00   $     (0.05)
</TABLE>

   j)  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.

                                     9
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (in Canadian dollars)

                           (Unaudited)


3. ACCOUNTS RECEIVABLE
                                        November 30       May 31
                                               2001         2001

   Accounts receivable - trade        $     37,920  $     270,751
   Allowance for doubtful accounts             (0)         (9,653)
   Sales tax receivable                     51,691          7,933
                                          --------      ---------
                                      $     89,611  $     269,031
                                          ========      =========

4.   CAPITAL ASSETS
<TABLE>
<CAPTION>
                                                              Net Book Value
                                               Accumulated  November 30   May 31
                                      Cost    Amortization     2001        2001
   <S>                              <C>         <C>         <C>         <C>
   Machinery  and  equipment        $ 729,337   $ 338,365   $ 390,972   $ 417,678
   Leasehold improvements              51,802      47,391       4,411       9,300
   Office  furniture and equipment     63,172      45,083      18,089      19,343
   Lab equipment                       23,718      15,707       8,011       8,902
   Patents                             60,414      33,617      26,797      29,818
                                      -------     -------     -------     -------
                                      928,443     480,163     448,280     485,041
   Government assistance              (64,972)    (41,320)    (23,652)    (26,597)
                                      -------     -------     -------     -------
                                    $ 863,471   $ 438,843   $ 424,628   $ 458,444
                                      =======     =======     =======     =======
</TABLE>


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.

                                     10
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (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  November  30,
   2001)   plus   1   1/8%,  which  is  guaranteed   by   certain
   shareholders of the Company.  At November 30, 2001,  the  full
   amount  of  this  line  of  credit  had  been  drawn  plus  an
   additional  $34,532 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  November
   30,  2001)  plus  1 1/2% and prime plus 2%, secured  by  general
   assignment of book debts, inventory and a guarantee  from  the
   Province  of  New  Brunswick in the amount  of  $132,000.   At
   November   30,  2001,  $50,000  had  been  drawn  under   this
   facility.


7.   ACCOUNTS PAYABLE
                                     November 30    May 31
                                         2001        2001

   Accounts payable - trade          $  302,911   $ 453,240
   Payroll deductions payable             9,716      29,277
   Accrued liabilities                   25,071      54,227
   Employee loan payable                      -      15,000
                                        -------     -------
                                     $  337,698   $ 551,744
                                        =======     =======

8. LONG-TERM DEBT
                                            November 30       May 31
                                               2001             2001


   Bank loan, repayable in monthly principal
   payments of $1,667 plus interest at prime
   (4.00% at November 30, 2001) plus 1.75%,
   through the Small Business Loan Act,
   secured by a chattel mortgage on specific
   machinery and equipment.                      78,333       90,000

                                     11
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30, 2001

                      (in Canadian dollars)

                           (Unaudited)


8. LONG-TERM DEBT (continued)
                                            November 30       May 31
                                               2001            2001

   ACOA loan, repayable in 9 consecutive
   monthly installments of $5,361, 71
   consecutive monthly installments of
   5,510, followed by one final installment
   of $5,541 commencing June 1, 2000
   non-interest bearing.                    $  369,201   $  396,751
                                              --------     --------
                                               447,534      486,751
   Less:  Current portion                       86,124       87,787
                                               -------      -------
                                            $  361,410   $  398,964
                                               =======      =======

9.   REDEEMABLE PREFERRED SHARES OF TRANSFORM PACK INC.

   Authorized:
        Class A preferred shares, $10 par value, non-voting, non-
        cumulative   10%  dividend  rate,  redeemable   at   par,
        unlimited number
                                       November 30     May 31
                                           2001         2001

   Issued:
       56,625 Class A preferred shares  $ 566,250  $  566,250
       Current portion                   (120,000)    (60,000)

                                        $ 446,250  $  506,250

                                     12
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        November 30,2001

                      (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
   first  redemption of preferred shares to August 31,  2001  and
   the ultimate redemption to August 31, 2003.

   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.


11.  REVENUE FROM MAIN CUSTOMERS

   For  the six months ended November 30, 2001, approximately 75%
   (2000  -  56%) of the Company's total revenue is derived  from
   one customer (different customer in 2000).

                                     13
<PAGE>


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

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

Results of Operations

Three and Six Months Ended November 30, 2001 and November 30,
2000

Transform Pack had net sales of $364,945and $62,867 for the three
months ended November 30, 2001 and November 30, 2000,
respectively; which represents a significant increase from 2000.
For the six months ended November 30, 2001 and November 30, 2000,
the company had net sales of $1,132,353 and $78,829 respectively.
This increase is mainly due to continued sales made to customers,
which had only begun ordering our product in the fourth quarter
of the previous year.  For the six months ended November 30,
2001, approximately 75% of the Company's total revenue is derived
from one customer as compared to 56% for the six months ended
November 30, 2000 (a different customer).

Cost of sales for the three-months ended November 30, 2001 and
November 30, 2000 were $192,265 and $48,066 respectively.  For
the six months ended November 30, 2001 and November 30, 2000,
cost of sales were $588,732 and $76,654 respectively.  Such
costs, as a percentage of net sales for the six months ended
November 30, 2001 and November 30, 2000, were 52% and 97%
respectively.  This percentage decrease is directly attributed,
in part, to the increase in sales and increased efficiency of
production activities.

Selling, general and administrative expenses for the three-month
period ended November 30, 2001 and November 30, 2000 were
$226,605 and $332,013 respectively, a decrease of 31%.  For the
six months ended November 30, 2001 and November 30, 2000,
selling, general and administration expenses were $499,290 and
$487,537 respectively, an increase of 2%.  The increase in
operating expenses for the six months ended November 30, 2001 is
attributable to the hiring of a financial communications firm
during the month of November 2001, costing $5,000 and an increase
of $5,100 in head office wages.

Interest expense for the three months ended November 30, 2001 and
November 30, 2000 were $11,700 and $4,750, respectively.  For the
six months ended November 30, 2001 and November 30, 2000,
interest expense were $24,016 and $10,198 respectively.

Due to the foregoing, Transform Pack generated net losses of
$70,930 and $343,012 for the three months ended November 30, 2001
and November 30, 2000, respectively.   For the six months ended
November 30, 2001 and November 30, 2000, the company generated
net earnings of $15,222 and net losses of $557,220 respectively.
The increase in net earnings is attributable to an increase in
sales due to our marketing efforts.

Liquidity and Capital Resources

At November 30, 2001, Transform Pack had a working capital
deficit of $745,059 as compared to a working capital deficit of
$684,542 at May 31, 2001.

                                     14
<PAGE>

Cash inflow from operations for the three-month period ended
November 30, 2001 totaled $53,603 compared to cash outflow of
$159,205 in the three-month period ended November 30, 2000.  Cash
inflow consisted of a decrease of $48,322 in inventory, a
$222,679 decrease in payables, a $282,626 decrease in receivables
and a $5,677 increase in prepaid expenses.

Cash used for our financing activities was $44,274 for the three-
month period ended November 30, 2001, compared to a cash inflow
of $168,629 for the three-month period ended November 30, 2000.
Cash used for financing activities consisted of $23,197 for long-
term debt repayment and $21,077 was used to reduce the company's
bank indebtedness.

Capital expenditures for the three months ended November 30, 2001
were $9,329 compared to $9,424 for the three months ended
November 30, 2000.

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 possible 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.  Also, the Company has worked hard at
optimizing its production capacity by increasing the efficiency
of current equipment.  These activities should provide
significant cost savings for the company for many years to come.

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.

                   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.  In March 2001, New
Brunswick agreed to extend the due date for the first redemption
payment to August 31, 2001.  This payment was not made and
Transform Pack is seeking a further extension.

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Item 4.  Submission of Matters to a Vote of Security Holders

At  the Annual Meeting of stockholders held on October 30,  2001,
the stockholders elected Hans Meier, Daniel Sham, Bruce Weitz, J.
Frank  McCormac, Robert Talbot, and J. Serge Vezina as  directors
of the Company to serve for a term of one year.  The stockholders
also ratified at the Annual Meeting the appointment of Deloitte &
Touche LLP as independent auditors of the Company for 2002.

The number of vote's cast on the foregoing items is as follows:

                              For       Against     Abstain
Election of Directors

     Hans Meier            6,875,200      -0-         -0-
     Daniel Sham           6,875,200      -0-         -0-

     Bruce Weitz           6,875,200      -0-         -0-

     J. Frank McCormac     6,875,200      -0-         -0-

     Robert Talbot         6,875,200      -0-         -0-

     J. Serge Vezina       6,875,200      -0-         -0-

Appointment of Deloitte &  6,875,200      -0-         -0-
Touche LLP

Item 6. Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None

                           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:  January 11, 2002      By: /s/ Hans Meier, President

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