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

                                   FORM 10-QSB

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

     For the quarterly period ended February 28, 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 February 28, 2002,  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 February 28, 2002 (Unaudited)    3
                and May 31, 2001

              Statements of Operations for the Three Months      4
                And Nine Months Ended February 28, 2002 and 2001
                (Unaudited)

              Statements of Cash Flows for the Nine Months Ended 5
                February 28, 2002 and 2001 (Unaudited)

              Notes to Financial Statements                      6

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

PART II.      Other Information                                  15

              Item 3. Defaults Upon Senior Securities            15

              Item 6. Exhibits and Reports on Form 8-K           15

Signatures                                                       16



                                       2
<PAGE>



                                     PART I.
                          Item 1. Financial Information

TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(in Canadian dollars)
(Unaudited)
                                                          As at         As at
                                                    February 28        May 31
                                                           2002          2001
------------------------------------------------------------------------------

                                   ASSETS
Current

  Cash and cash equivalents                        $          -  $          -

  Accounts receivable (Note 3)                           84,203       269,031
  Inventory                                              83,270       149,950
  Prepaid Expense                                         4,565         2,336
                                                   ------------- -------------

                                                        172,038       421,317
Capital assets (Note 4)                                 402,571       458,444
Investment in affiliate (Note 5)                          2,000         2,000
                                                   ------------- -------------
                                                   $    576,609  $    881,761
                                                   ============= =============

                                 LIABILITIES
Current
  Bank indebtedness (Note 6)                       $    424,411  $    406,328
  Accounts payable (Note 7)                             426,291       551,744
  Current portion of long-term debt (Note8)              86,124        87,787
  Current portion of redeemable preferred shares
   (Note 9)                                             120,000        60,000
                                                   ------------- -------------

                                                      1,056,826     1,105,859
Long-term debt (Note 8)                                 352,566       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
                                                   ------------- -------------
                                                      1,982,719     2,150,150
                                                   ------------- -------------

                          SHAREHOLDERS' DEFICIENCY


Share capital and warrants (Note 11)                  1,523,312     1,523,312

Deficit                                              (2,929,422)   (2,791,701)
                                                   ------------- -------------

                                                     (1,406,110)   (1,268,389)
                                                   ------------- -------------
                                                   $    576,609       881,761
                                                   ============= =============

See accompanying notes to financial statements.

                                       3
<PAGE>



TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Three and Nine Months Ended February 28, 2002 and 2001
(in Canadian dollars)
(Unaudited)

<TABLE>
<S>                                     <C>           <C>            <C>           <C>
                                        Three months  Three months    Nine months  Nine months
                                               Ended         Ended          Ended        Ended
                                         February 28   February 28    February 28  February 28
                                                2002          2001           2002         2001
----------------------------------------------------------------------------------------------

Revenue                                 $    40,666   $    93,852    $ 1,173,019   $  172,682
                                        ------------  ------------   ------------  -----------

Cost of sales                                37,388        41,727        626,923      118,381
Selling, general and administrative
  expenses                                  150,931       172,558        649,418      660,095
Research and development expense                165        12,312          6,757       73,972
Other income                                 (1,700)      (24,090)        (3,200)     (24,090)
                                       -------------  ------------   ------------  -----------

                                            186,784       202,507      1,279,899      828,358
                                       -------------  ------------   ------------  -----------
Earnings(loss) before interest
  expense                                  (146,118)     (108,655)#     (106,880)    (655,676)
Interest expense - long-term                    833         2,827          4,740        9,195
                 - other                      5,991        14,847         26,101       18,677
                                       -------------  ------------   ------------  -----------

Net earnings(loss) before income tax   $   (152,942)  $  (126,329)   $  (137,721)  $ (683,548)
                                       -------------  ------------   ------------  -----------

Income tax expense                                -             -              -            -

Net earnings(loss)                         (152,942)     (126,329)      (137,721)    (683,548)
                                       -------------  ------------   ------------  -----------

Basic and diluted net earnings(loss)
  per share                            $      (0.01)  $     (0.01)   $     (0.01)  $    (0.06)
                                       =============  ============   ============  ===========

Weighted average number of common
  shares outstanding                   $ 11,418,957   $10,910,957    $11,418,957   $10,910,957
                                       =============  ============   ============  ===========
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>




TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended February 28, 2002 and 2001
(in Canadian dollars)
(Unaudited)
                                                     Nine months   Nine months
                                                           Ended         Ended
                                                     February 28   February 28
                                                            2002          2001
--------------------------------------------------------------------------------

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

Operating
  Net Income (Loss)                                    (137,721)     (683,548)
  Items not affecting cash
    Amortization                                         65,882        63,305
    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                                 184,828        87,859
    Inventory                                            66,680      (136,739)
    Prepaid expenses                                     (2,229)        2,729
    Accounts payable                                   (125,453)      207,705
                                                    -------------  -------------
                                                         51,988      (458,689)
                                                    -------------  -------------
Financing
  Proceeds on long-term debt                                  -         5,362
  Repayment of long-term debt                           (48,061)      (67,260)
  Due to related parties                                (12,000)      307,966
  Proceeds from (repayment of)bank
    indebtedness                                         18,083        57,316
                                                    ------------  --------------
                                                        (41,978)      303,384
                                                    ------------  --------------
Investing
  Proceeds from issuance of capital stock                     -             -
  Acquisition of capital assets, net of
    government assistance relieved                      (10,009)      (15,628)
  Proceeds on disposal of capital assets                      -             -
                                                    ------------  --------------
                                                        (10,009)      (15,628)
                                                    ------------  --------------

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            $         -   $         -
                                                    ============  ==============

See accompanying notes to financial statements.

                                       5
<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 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 nine months ended  February  28, 2002,  the Company
     incurred  significant  net losses and negative cash flows from  operations;
     also,  as of May 31,  2001 and  February  28,  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.


                                       6
<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 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 and nine months ended
     February  28,  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)   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

                                       7
<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2002

                              (in Canadian dollars)

                                   (Unaudited)



2.   ACCOUNTING POLICIES (continued)

          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.

     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
                                February 28, 2002

                              (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>
<S>                                         <C>           <C>           <C>           <C>

                                            Quarter       Quarter       Nine Months   Nine Months
                                            Ended         Ended         Ended         Ended
                                            February 28,  February 28,  February 28,  February 28,
                                            2002          2001          2002          2001
                                            ------------------------------------------------------
          Numerator:

          Net Profit (Loss)                 $  (152,942)  $  (126,329)  $  (137,721)  $  (683,548)

          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)  $      (0.01)  $     (0.01)  $     (0.06)

</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
                                February 28, 2002

                              (in Canadian dollars)

                                   (Unaudited)




3.   ACCOUNTS RECEIVABLE
                                                            February     May 31
                                                            28, 2002       2001
                                                           ---------  ---------

     Accounts receivable - trade                           $  83,833  $ 270,751
     Allowance for doubtful accounts                              (0)    (9,653)
     Sales tax receivable                                        370      7,933
                                                           ---------  ---------
                                                           $  84,203  $ 269,031
                                                           =========  =========


4.   CAPITAL ASSETS
                                          Net Book Value
                                              Accumulated   February     May 31
                                       Cost  Amortization   28, 2002       2001
                                       ----  ------------  ---------  ---------

     Machinery and equipment       $729,337  $    356,527  $ 372,810  $ 417,678
     Leasehold improvements          51,802        49,835      1,967      9,300
     Office furniture and equipment  63,172        46,051     17,121     19,343
     Lab equipment                   23,718        16,152      7,566      8,902
     Patents                         60,414        35,127     25,287     29,818
                                   --------  ------------  ---------  ---------

                                    928,443       503,692    424,751    485,041
     Government assistance          (64,972)      (42,792)   (22,180)   (26,597)
                                   --------  ------------  ---------  ---------
                                   $863,471  $    460,900  $ 402,571  $ 458,444
                                   ========  ============  =========  =========


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
                                February 28, 2002

                              (in Canadian dollars)

                                   (Unaudited)



6.   BANK INDEBTEDNESS

     Transform  Pack Inc.  has an approved  line of credit of  $298,500  bearing
     interest  at prime  (3.75% at  February  28,  2002)  plus 1 1/8%,  which is
     guaranteed by certain  shareholders  of the Company.  At February 28, 2002,
     the full  amount of this line of credit had been  drawn plus an  additional
     $38,677 of  interest  is  outstanding.  The  company  also has  $207,000 in
     approved line of credit facilities, bearing interest at rates between prime
     (3.75% at  February  28,  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 February 28, 2002,
     $75,000 had been drawn under this facility.


7.   ACCOUNTS PAYABLE
                                                   February 28         May 31
                                                          2002           2001
                                                          ----           ----

     Accounts payable - trade                    $     368,443  $     453,240
     Payroll deductions payable                         22,993         29,277
     Accrued liabilities                                28,855         54,227
     Employee loan payable                               6,000         15,000
                                                       -------         ------

                                                 $     426,291  $     551,744
                                                  ============   ============


8.   LONG-TERM DEBT
                                                   February 28         May 31
                                                          2002           2001
                                                          ----           ----


     Bank loan, repayable in monthly principal
     payments of $1,667 plus interest at prime
     (3.75% at February 28, 2002) plus 1.75%,
     through the Small Business Loan Act, secured
     by a chattel mortgage on specific machinery
     and equipment.                                     74,999         90,000

                                       11
<PAGE>


                        TRANSFORM PACK INTERNATIONAL INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                February 28, 2002

                              (in Canadian dollars)

                                   (Unaudited)




8.   LONG-TERM DEBT (continued)
                                                   February 28         May 31
                                                          2002           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.                       $     363,691  $     396,751
                                                  ------------   ------------

                                                       438,690        486,751
     Less:  Current portion                             86,124         87,787
                                                  ------------   ------------

                                                 $     352,566  $     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

                                                   February 28         May 31
                                                          2002           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
                                February 28, 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
     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 nine months ended February 28, 2002, approximately 66% (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 Nine Months Ended February 28, 2002 and February 28, 2001

     Transform  Pack had net sales of $40,666 and  $93,852 for the three  months
ended February 28, 2002 and February 28, 2001, respectively. For the nine months
ended  February 28, 2002 and  February  28,  2001,  the company had net sales of
$1,173,019 and $172,682  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 nine months  ended  February  28, 2002,
approximately 66% of the Company's total revenue is derived from one customer as
compared  to 56% for the  nine  months  ended  February  28,  2001 (a  different
customer).

     Cost of sales for the three-months ended February 28, 2002 and February 28,
2001 were $37,388 and $41,727  respectively.  For the nine months ended February
28,  2002 and  February  28,  2001,  cost of sales were  $626,923  and  $118,381
respectively. Such costs, as a percentage of net sales for the nine months ended
February 28, 2002 and February 28,  2001,  were 53% and 69%  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  February  28, 2002 and  February  28,  2001 were  $150,931  and  $172,558
respectively, a decrease of 13%. For the nine months ended February 28, 2002 and
February 28, 2001,  selling,  general and administration  expenses were $649,418
and $660,095 respectively, a decrease of 2%.

     Interest  expense for the three months ended February 28, 2002 and February
28,  2001 were  $6,824 and  $17,674,  respectively.  For the nine  months  ended
February  28, 2002 and  February  28,  2001,  interest  expense were $30,841 and
$27,872 respectively.

     Due to the  foregoing,  Transform Pack generated net losses of $152,942 and
$126,329  for the three  months  ended  February 28, 2002 and February 28, 2001,
respectively. For the nine months ended February 28, 2002 and February 28, 2001,
the Company generated net losses of $137,721 and $683,548 respectively.

Liquidity and Capital Resources

     At February  28,  2002,  Transform  Pack had a working  capital  deficit of
$884,788 as compared to a working  capital  deficit of $684,542 at May 31, 2001.
Cash outflow from operations for the three-month  period ended February 28, 2002
totaled $25,935  compared to $131,736 in the  three-month  period ended February
28, 2001.

                                       14
<PAGE>

     Cash inflow for our financing  activities  was $25,935 for the  three-month
period ended February 28, 2002,  compared to $131,736 for the three-month period
ended February 28, 2001. Cash used for financing  activities consisted of $8,844
for long-term debt repayment.

     The company is in need of additional  financing in order to pay outstanding
obligations,  finance  current  operations and expand  operations  over the next
year.  We have  identified  some  sources  of  funding  which  we are  currently
evaluating.   Furthermore,  we  are  in  constant  negotiations  with  potential
customers to add to our current  client base.  We feel that in the next quarter,
we will be adding additional industrial and retail customers to our current list
of clients, which would result in additional revenues.

     One of the company's  major clients has developed a retail  package for our
Flavour  Transfer  System.  This retail  package is currently  being marketed in
Canada,  UK,  USA,  France and  Belgium.  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 over the next several years.

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.

Item 6. Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None


                                       15
<PAGE>


                                   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:  April 5, 2002                By: /s/ Hans Meier, President