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, 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
August 31, 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 August 31, 2001 (Unaudited)        3
            and May 31, 2001

          Statements of Operations for the Three Months Ended  4
            August 31, 2001 and 2000 and for the Period from
            Date of Inception (October 31, 1994) through
            August 31, 2001 (Unaudited)

          Statements of Cash Flows for the Three Months Ended  6
            August 31, 2001 2000 and for the Period from Date
            of Inception (October 31, 1994) through
            August 31, 2001 (Unaudited)

          Notes to Financial Statements                       7

          Item 2. Management's Discussion and Analysis or    16
          Plan of Operation
PART II.  Other Information                                  18

Signatures                                                   19

                                     2
<PAGE>

                             PART I.
                  Item 1. Financial Information

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

                                              August 31      May 31
                                                 2001         2001
        ASSETS
Current
   Cash and cash equivalents                 $        -   $         -
   Accounts reveivable (Note 3)                 372,237       269,031
   Inventory                                    138,148       149,950
   Prepaid Expense                                3,281         2,336
                                                -------       -------
                                                513,666       421,317
Capital assets (Note 4)                         437,240       458,444
Investment in affiliate (Note 5)                  2,000         2,000
                                                -------       -------
                                             $  952,907   $   881,761
                                                =======       =======
     LIABILITIES
Current
   Bank indebtedness (Note 6)                $  410,709   $   406,328
   Accounts payable (Note 7)                    560,375       551,744
   Current portion of long-term
    debt (Note 8)                                93,298        87,787
   Current portion of redeemable
    preferred shares (Note 9)                   120,000        60,000
                                              ---------     ---------

                                              1,184,383     1,105,859
Long-term debt (Note 8)                         377,433       398,964
Non-controlling interest in                     446,250       506,250
preferred equity of a
  subsidiary (Note 9)
Due to shareholders (Note 10)                   127,077       139,077
                                             ----------     ---------
                                              2,135,143     2,150,150
                                             ==========     =========
    SHAREHOLDERS'
      DEFICIENCY

Share capital and warrants
 (Note 11)                                    1,523,312     1,523,312
Deficit accumulated during the
 development stage                           (2,705,549)   (2,791,701)
                                              ---------     ---------

                                             (1,182,236)   (1,268,389)
                                              ---------     ---------
                                           $    952,907   $   881,761
                                             ==========     =========
The accompanying notes are an integral part of this financial
statement.

                                     3
<PAGE>


TRANSFORM PACK INTERNATIONAL INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 2001 AND 2000 AND THE PERIOD FROM
OCTOBER 31, 1994 (DATE OF INCORPORATION) TO AUGUST, 2001

                        (in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                           Period From
                                                                            October 31
                                            Three months   Three months   1994 (Date of
                                                Ended         Ended       Incorporation)
                                              August 31     August 31      to August 31
                                                 2001          2000            2001

<S>                                           <C>          <C>            <C>
Revenue                                       $ 767,408    $    15,962    $ 2,053,256
                                                -------        -------      ---------
Cost of sales                                   396,467         28,586      1,143,211
Selling, general and administrative expenses    272,685        155,524      2,911,682
Research and development expense                    387         40,610        774,366
Other income                                       (600)             -       (267,403)
                                                -------        -------      ---------
                                                668,939        224,720      4,561,856
                                                -------        -------      ---------
Earnings (loss) before interest expense          98,469       (208,758)    (2,508,600)
Interest expense - long-term                      1,778          3,869         70,314
                 - other                         10,540          1,579        126,636
                                                 ------        -------      ---------
Net earnings(loss) before income tax         $   86,152   $   (214,206)  $ (2,705,549)


Income tax expense                                    -              -              -

Net earnings(loss)                               86,152       (214,206)    (2,705,549)
                                                 ------        -------      ---------

Basic and diluted net earnings (loss)
  per share                                  $0.01        $(0.02)

Weighted average number of  common shares
  outstanding                                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
(in Canadian dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                            Period from Oct.
                                                Three months  Three months   31/94 (date of
                                                     Ended        Ended    Incorporation to
                                                   August 31    August 31     August 31
                                                     2001          2000          2001
<S>                                               <C>          <C>           <C>
Net inflow (outflow) of cash and cash
equivalents related to the following activities:

Operating
Net Income (Loss)                                 $   86,152   $ (214,206)   $(2,705,549)
   Items not affecting cash
       Amortization                                   21,884       20,993        423,776
       Fair value of stock options
        granted to non-employees                           -            -         24,349
       Fair value of stock options
        granted to employee                                -            -         75,500

   Changes in non-cash working
   capital items
       Accounts receivable                          (103,206)      13,142       (372,236)
       Inventory                                      11,802       (1,079)      (138,148)
       Prepaid expenses                                 (945)       1,741         (3,281)
       Accounts payable                                8,633       11,661        553,162
                                                      ------      -------      ---------
                                                      24,320     (167,748)    (2,142,427)
                                                      ------      -------      ---------
Financing
   Proceeds on long-term debt                              -            -      1,082,317
   Repayment of long-term debt                       (16,020)     (28,787)      (311,583)
   Due to related parties                            (12,000)           -        281,308
   Proceeds from (repayment of) bank indebtedness      4,381       31,806        410,709
                                                      ------       ------      ---------
                                                     (23,639)       3,019      1,462,751

Investing
   Proceeds from issuance of capital stock                 -            -      1,542,700
   Acquisition of capital assets, net of
     government assistance relieved                     (681)      (6,204)      (868,024)
   Proceeds on disposal of capital assets                  -            -          5,000
                                                      ------     --------        -------
                                                        (681)      (6,204)       679,676
                                                      ------     --------        -------
Net outflow of cash and cash equivalents                  (0)    (170,933)            (0)
Cash and cash equivalents, beginning of period             -      170,933              -
                                                      ------     --------        -------
Cash and cash equivalents, end of period         $         -    $      (0)   $         -
                                                      ======     ========       ========
</TABLE>

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

                                     5
<PAGE>


                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         August 31, 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  a  development   stage   company
   incorporated  under the laws of the Canadian province  of  New
   Brunswick,  whose  operations include  the  manufacturing  and
   marketing  of  spice sheets for seasoning of  meat,  fish  and
   poultry  products.   The Company remains  in  the  development
   stage  as  it  is  actively  developing  the  market  for  its
   product.

   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 August 31, 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
                         August 31, 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 months ended August 31, 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
                         August 31, 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
                         August 31, 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:

                                      Quarter Ended   Quarter Ended
                                          August 31,      August 31,
                                               2001            2000

        Numerator:

        Net Profit (Loss)                $     86,152   $    (214,206)

        Denominator:

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



        Earnings (loss) per share       $       0.01   $       (0.02)


   k)  Revenue Recognition

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

                                     9
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         August 31, 2001

                      (in Canadian dollars)

                           (Unaudited)


3. ACCOUNTS RECEIVABLE
                                     August 31       May 31
                                         2001         2001

   Accounts receivable - trade       $   328,321  $   270,751
   Allowance for doubtful accounts        (9,654)      (9,653)
   Sales tax receivable                   53,570        7,933
                                         -------    ---------
                                     $   372,237  $   269,031
                                         =======    =========

4.   CAPITAL ASSETS
                                 Net Book Value
                                          Accumulated  August 31    May 31
                                  Cost   Amortization    2001       2001

Machinery and equipment         $720,008   $320,318   $399,690   $417,678
Leasehold improvements            51,802     44,946      6,856      9,300
Office  furniture and equipment   63,172     44,116     19,056     19,343
Lab equipment                     23,718     15,262      8,456      8,902
Patents                           60,414     32,106     28,308     29,818
                                 -------    -------    -------    -------
                                 919,114    456,748    462,366    485,041
   Government assistance         (64,972)   (39,846)   (25,126)   (26,597)
                                 -------    -------    -------    -------
                                $854,142   $416,902   $437,240   $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
                         August 31, 2001

                      (in Canadian dollars)

                           (Unaudited)

6. BANK INDEBTEDNESS

   Transform  Pack  Inc.  has  an  approved  line  of  credit  of
   $298,500 bearing interest at prime (5.75% at August 31,  2001)
   plus  1  1/8%, which is guaranteed by certain shareholders  of
   the  Company.   At August 31, 2001, the full  amount  of  this
   line  of  credit had been drawn plus an additional $29,382  of
   interest  is  outstanding.  The company also has  $207,000  in
   approved line of credit facilities, bearing interest at  rates
   between  prime (5.75% at August 31, 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 August 31, 2001, $75,000  had
   been drawn under this facility.


7.   ACCOUNTS PAYABLE

                                       August 31      May 31
                                          2001         2001

   Accounts payable - trade          $   500,802  $   453,240
   Payroll deductions payable             24,479       29,277
   Accrued liabilities                    35,094       54,227
   Employee loan payable                       -       15,000
                                         -------      -------
                                     $   560,375  $   551,744
                                         =======      =======

8. LONG-TERM DEBT
                                                     August 31   May 31
                                                        2001      2001


   Bank loan, repayable in monthly principal payments
   of $1,667 plus interest at prime (5.75% at August 31,
   2001) plus 1.75%, through the Small Business Loan
   Act, secured by a chattel mortgage on specific
   machinery and equipment.                             85,000    90,000

                                     11
<PAGE>

                TRANSFORM PACK INTERNATIONAL INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         August 31, 2001

                      (in Canadian dollars)

                           (Unaudited)



8. LONG-TERM DEBT (continued)
                                                   August 31     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.                           $ 385,731   $ 396,751
                                                     -------     -------
                                                     470,731     486,751
   Less:  Current portion                             93,298      87,787
                                                     -------     -------
                                                   $ 377,433   $ 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
                                         August 31       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
                         August 31,2001

                      (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 three months ended August 31, 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") have developed a cold dissolvable calibrating matrix that
makes it possible to apply seasoning and curing formulas onto
roll-stock plastic food packaging materials that are cut into
sheets for the final application to the food product.  All dollar
figures in the following discussion are in Canadian dollars.

Results of Operations

Three Months Ended August 31, 2001 and August 31, 2000

Transform Pack had net sales of $767,408 and $15,962 for the
three months ended August 31, 2001 and August 31, 2000,
respectively; which represents a significant increase from 2000.
This increase is mainly due to sales made to customers, which had
only begun ordering our product in the fourth quarter of the
previous year.  For the three months ended August 31, 2001,
approximately 75% of the Company's total revenue is derived from
one customer as compared to 56% for the three months ended August
31, 2000 (a different customer).

Cost of sales for the three-months ended August 31, 2001 and
August 31, 2000 were $396,467 and $28,586 respectively.  Such
costs, as a percentage of net sales for the three months ended
August 31, 2001 and August 31, 2000, were 52% and 179%
respectively.  This percentage decrease is directly attributed,
in part, to the increase in sales.

Selling, general and administrative expenses for the three-month
period ended August 31, 2001 and August 31, 2000 were $272,685
and $155,524 respectively, an increase of 75%.  The increase in
operating expenses for the three months ended August 31, 2001 is
attributable to the increase of $25,000 in freight charges due to
increased activity, $20,000 increase in legal fees, $13,000
increase in head office wages, $14,000 increase in marketing
expenses for the Canadian and United Kingdom market development.

Interest expense for the three months ended August 31, 2001 and
August 31, 2000 were $12,318 and $5,448, respectively.

Due to the foregoing, Transform Pack generated net earnings of
$86,152 and a net loss of $214,206 for the three months ended
August 31, 2001 and August 31, 2000, respectively.  The increase
in net earnings is attributable to an increase in sales due to
our marketing efforts.

Liquidity and Capital Resources

At August 31, 2001, Transform Pack had a working capital deficit
of $589,186 as compared to a working capital deficit of $684,542
at May 31, 2001.

Cash inflow from operations for the three-month period ended
August 31, 2001 totaled $24,320 compared to cash outflow of
$167,748 in the three-month period ended August 31, 2000.  Cash
inflow consisted of a decrease of $11,802 in inventory, an $8,633
increase in payables, which was offset by an increase of $103,206
in receivables.

Cash used for our financing activities was $23,639 for the three-
month period ended August 31, 2001, compared to a cash inflow of
$3,019 for the three-month period ended August 31, 2000.  The
majority

                                     14
<PAGE>

of the cash used consisted of a repayment of a short-
term loan from Hans Meier, one of our directors, in the amount of
$12,000.

Capital expenditures for the three months ended August 31, 2001
were $681 compared to $6,204 for the three months ended August
31, 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.  It is not likely that we will be
able to take advantage of the opportunity to increase our product
sales unless we obtain additional capital to fund operations.  If
we cannot find more funding, we will be forced to substantially
reduce our operations and it will take a much longer period for
our business to develop.  We have not identified any sources for
future funding.  Consequently, we may be subject to enforcement
actions by our creditors and may not be able to take advantage of
the opportunity to expand our business.  If we are unable to
generate working capital from our internal operations or outside
sources, our ability to continue in business will be seriously
impaired.

However, we are 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 customers to our
current list of clients, which would result in additional
revenues.

Forward-Looking Statement Notice

When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements regarding events, conditions, and financial trends
that may affect the Company's future plans of operations,
business strategy, operating results, and financial position.
Persons reviewing this report are cautioned that any forward-
looking statements are not guarantees of future performance and
are subject to risks and uncertainties and that actual results
may differ materially from those included within the forward-
looking statements as a result of various factors.  Such factors
are discussed above and also include general economic factors and
conditions that may directly or indirectly impact the Company's
financial condition or results of operations.

                   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 4. Exhibits and Reports on Form 8-K

Exhibits:  None

Reports on Form 8-K:  None

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                           SIGNATURES

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


                              TRANSFORM PACK INTERNATIONAL, INC.


Date:  October 11, 2001        By: /s/ Hans Meier, President

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