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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

(Check One)o    Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

ý    Annual
report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934

For
the five months ended December 31, 2002.

Commission
File Number: 000-26104

TESMA INTERNATIONAL INC.(Exact name of Registrant as specified in its charter)

|ONTARIO, CANADA (Province or other jurisdiction of
incorporation or organization) |  | 3714 (Primary Standard Industrial Classification Code Number (if applicable)) |  | NOT APPLICABLE (I.R.S. Employer Identification
Number (if applicable))
|--------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------------------------------------

1000 TESMA WAY, CONCORD, ONTARIO, CANADA L4K 5R8 (905) 417-2100 (Address and Telephone Number of Registrant's Principal Executive Offices)

CT CORPORATION, 1633 BROADWAY, NEW YORK, NEW YORK, USA 10019 (212) 246-5070 (Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

|Title of each classCLASS A SUBORDINATE VOTING SHARES |  | Name of each exchange on which registeredNASDAQ NATIONAL MARKET
|---------------------------------------------------- |  | ---------------------------------------------------------------

Securities
registered or to be registered pursuant to Section 12(g) of the Act: NOT APPLICABLE

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: NONE

For
annual reports, indicate by check mark the information filed with this Form:

ý
Annual Information
Form                                         
       o Audited Annual Financial Statements

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.



Indicate
by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the Registrant in connection with such rule.

Yes
o                   No ý

Indicate
by check mark whether the Registrant: (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 Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes
ý                   No o

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ANNUAL REPORT ON FORM 40-F

ANNUAL INFORMATION FORM

The
Registrant's Annual Information Form for the five months ended December 31, 2002 required under Canadian law is attached hereto as Exhibit 1 (the "Annual Information Form").

AUDITED FINANCIAL STATEMENTS AND MANAGEMENT'S DISCUSSION AND ANALYSIS

A.
Consolidated Audited Financial Statements

For
the Registrant's consolidated audited financial statements, including the report of independent chartered accountants with respect thereto, please see pages 18 to 46 (inclusive) and
page 17, respectively, of the Registrant's 2002 Report to Shareholders previously filed with the Securities Exchange Commission as Exhibit 99.6 to the Registrant's Report on
Form 6-K dated April 7, 2003 (the "2002 Report to Shareholders"). See note 22 to the Registrant's consolidated audited financial statements on pages 42
to 46 (inclusive) of the 2002 Report to Shareholders, reconciling the important differences between Canadian and United States generally accepted accounting principles.

B.
Management's Discussion and Analysis

For
management's discussion and analysis of results of operations and financial position, see pages 6 to 16 (inclusive) of the 2002 Report to Shareholders.

WEBSITE INFORMATION

Notwithstanding
any reference to the Registrant's website on the World Wide Web in the Annual Information Form or in the documents attached or incorporated as exhibits hereto, the information
contained in the Registrant's website or any other website on the World Wide Web referred to in the Registrant's website is not a part of this Annual Report on Form 40-F and,
therefore, is not filed with the Securities Exchange Commission.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The
Registrant has made in the documents filed as part of this Annual Report on Form 40-F, and from time to time may otherwise make, "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and related assumptions concerning its operations, economic performance and financial matters. The Registrant is under no duty to update
any of these forward-looking statements or related assumptions. Actual results or events could differ materially from those set forth in, or implied by, the forward-looking statements and the related
assumptions due to a variety of factors. Reference is made to the section entitled "Forward-Looking Statements" on page 2 of the Annual Information Form for a discussion of such factors.

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DISCLOSURE CONTROLS AND PROCEDURES

The
Registrant's Vice Chairman and Chief Executive Officer and its President and Chief Financial Officer are responsible for establishing and maintaining the Registrant's system of disclosure controls
and procedures, as such term is defined under applicable rules of the Securities and Exchange Commission. These executive officers have designed the Registrant's disclosure controls and procedures to
ensure that material information is made known to them, particularly during the period in which this Annual Report on Form 40-F was being prepared. As required by the Securities and
Exchange Commission, the Registrant's Vice Chairman and Chief Executive Officer and its President and Chief Financial Officer have evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this Annual Report on Form 40-F. Based on this evaluation, the Registrant's Vice Chairman and Chief
Executive Officer and its President and Chief Financial Officer are satisfied as to the effectiveness of the Registrant's disclosure controls and procedures in ensuring that material information is
made known to them in a timely manner.

There
have been no significant changes to the Registrant's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking.

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission
(the "Commission") staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B.    Consent to Service of Process.

The
Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any
change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the
Form F-X referencing the file number of the relevant registration statement.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 20, 2003.

| |  | TESMA INTERNATIONAL INC.                                                                                      
| |  | --------------------------------------------------------------------------------------------------------------
| |  |                                                                                                               
| |  | /s/ STEFAN T.
PRONIUK
Stefan T. Proniuk
Vice-President, Secretary and General Counsel
Tesma International Inc.

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CERTIFICATIONS

I, Manfred Gingl, the Vice Chairman and Chief Executive Officer of Tesma International Inc. ("Tesma") certify that:

|Date: May 20, 2003 |  |                                                                                                   
|------------------ |  | --------------------------------------------------------------------------------------------------
|                   |  | /s/ MANFRED
GINGL
Manfred Gingl
Vice Chairman and Chief Executive Officer
Tesma International Inc.

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CERTIFICATIONS

I, Anthony E. Dobranowski, the President and Chief Financial Officer of Tesma International Inc. ("Tesma") certify that:

|Date: May 20, 2003 |  |                                                                                                                 
|------------------ |  | ----------------------------------------------------------------------------------------------------------------
|                   |  | /s/ ANTHONY E. DOBRANOWSKI
Anthony E. Dobranowski
President and Chief Financial Officer
Tesma International Inc.

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EXHIBIT INDEX

|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1       |  | Annual Information Form of the Registrant dated May 20, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2       |  | Registrant's 2002 Report to Shareholders for the Five-Months Ended December 31, 2002, which contains (i) the Registrant's audited consolidated balance sheets as at December 31, 2002 and July 31, 2002 and audited consolidated
statements of income and retained earnings and cash flows for the five-month period ended December 31, 2002 and for each of the three years ended July 21, 2002, and (ii) Management's Discussion and Analysis of Results of Operations and
Financial Position (incorporated by reference to Exhibit 99.6 to Registrant's Report on Form 6-K dated April 7, 2003).
|3       |  | Consent of Independent Auditors (Ernst & Young LLP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|99.1    |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99.2    |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                              

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