As filed with the Securities and Exchange Commission on December 14, 2001
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       ----------------------------------


                          BIOMASSE INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

Florida                                          65-0909206
-------                                          ----------
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)                Identification No.)

                        4720, Boulevard Royal, Suite 103
                  Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
          (Address of principal executive offices, including zip code)
                       ----------------------------------
                            Consulting Agreement with
                                   David Amsel
                            (Full Title of the Plan)
                       ----------------------------------
                        4720, Boulevard Royal, Suite 103
                  Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
                                 (819) 374-0093
            (Name, Address and telephone number of Agent for Service)
                       ----------------------------------
                                    Copy to:
                             Irving Rothstein, Esq.
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017

   --------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                                   <C>                    <C>                       <C>                 <C>

                                                             Proposed Maximum          Proposed Maximum
Title of Securities to be             Amount to be           offering Price per        Aggregate Price     Amount of Registration
Registered                            Registered             Share(1)                  (1)                 Fee
--------------------------            ----------             --------                  ---                 ---
Common Stock, $0.001 par value        325,000                $ 0.86                    $279,500            $69.88
  ----------------------------------------------------------------------------
         (1) Estimated  solely for the purpose of calculating  the  registration
fee.  Proposed  maximum price is estimated  based upon the closing sale price of
the Company's Common Stock within the last five days.

</TABLE>

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Certain Documents By Reference

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
quarters ended March 31, 2001 and June 30, 2001.

         (b) The  description  of the  Common  Stock is herein  incorporated  by
reference to the Company's  Registration Statement on Form SB-2, initially filed
on October 24, 2000.

         In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
offered  hereby then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and shall be deemed to be a part  hereof  from the date of the
filing of each such report or document.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the original issuance of the securities  offered hereby
will be passed upon for the Company by the law firm of Heller,  Horowitz & Feit,
P.C., New York, New York.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
authorizes  the  Company to  indemnify  any  director or officer  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorney's fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative, to which a person is a party by reason of being
a director or officer of the Company if it is determined  that such person acted
in  accordance  with  the  applicable  standard  of  conduct  set  forth in such
statutory  provisions.  The  Company's  Certificate  of  Incorporation  contains
provisions  relating to the  indemnification  of director  and  officers and the
Company's  By-Laws  extends  such  indemnities  to the full extent  permitted by
Delaware law.

<PAGE>

         The Company may also purchase and maintain insurance for the benefit of
any director or officer  which may cover claims for which the Company  could not
indemnify such persons.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         4.1      Consulting Agreement with David Amsel.

         5.       Opinion of Counsel.

         24.1     Consent of Counsel (included in Exhibit No. 5).

         24.2     Consent of Mark Cohen, CPA.

Item 9.  Undertakings

         The undersigned small business issuer hereby undertakes to:

         (1) File, during any period in which it offers or sells  securities,  a
post-effective amendment to this registration statement to:

               (i) Include any  prospectus  required by section  10(a)(3) of the
               Securities Act of 1933;

               (ii)  Reflect  in the  prospectus  any  facts  or  events  which,
               individually or together,  represent a fundamental  change in the
               information in the registration  statement;  and  notwithstanding
               the  foregoing,  any increase or decrease in volume of securities
               offered (if the total dollar value of  securities  offered  would
               not exceed that which was  registered) and any deviation from the
               low or high end of the estimated  maximum  offering  range may be
               reflected  in  the  form  of  prospectus  filed  with  Commission
               pursuant to Rule 424(b) if, in the aggregate,  the changes in the
               volume and price represent no more than 20% change in the maximum
               aggregate  offering  price  set  forth  in  the  "Calculation  of
               Registration Fee" table in the effective registration statement.

               (iii) Include any additional or material  information on the plan
               of distribution.

<PAGE>

         (2) For determining  liability under the Securities Act of 1933,  treat
each post-effective  amendment as a new registration statement of the securities
offered, and the offering of securities at that time to be the initial bona fide
offering thereof.

         (3) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Trois-Rivieres-Ouest  and Province of Quebec on
the 14th day of December 2001.

                                                 BIOMASSE INTERNATIONAL, INC.


                                              By:/s/Benoit Dufresne
                                                  Benoit Dufresne
                                                  President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement or amendment  has been signed  below by the  following  persons in the
capacities and on the dates indicated:

         Name                    Title                    Date


/s/Benoit Dufresne
____________________________
Benoit Dufresne                  President and Director   December 14, 2001


/s/Jean Gagnon
____________________________
Jean Gagnon                      VP/Finance and Director  December 14, 2001


Pierre H. Vincent
____________________________
Pierre H. Vincent                Director                 December 14, 2001



____________________________
Maurice Robert                   Director                 December ___, 2001

<PAGE>

THIS AGREEMENT ("Agreement") is made on this 05th day of December, 2001

BETWEEN:  BIOMASSE INTERNATIONAL, Inc. a company duly constituted under the laws
          of the State of Florida,  and having its head office at 721 S.E.  17th
          St. Ft. Lauderdale, FL, (hereinafter referred to as "BIMS")

AND:      DAVID  AMSEL,  businessman,  having an office  at 454  Ballantyne  N.,
          Montreal W., Quebec, (hereinafter referred to as the "Consultant")

WHEREAS,  BIMS is a public company in the  environmental  and pollution  control
industry,  and is seeking to expand its product offerings and market,  by, among
other strategies, acquiring and/or merging with companies in similar businesses;

AND,

WHEREAS,  the  Consultant is an  experienced  businessman  and has experience in
mergers and  acquisitions and has developed  contacts  throughout North America,
and BIMS is desirous to avail itself of the Consultant's experience,

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

In this Agreement, unless the context otherwise requires:

1.1       Agreement - means this agreement dated as of the date hereof,  as well
          as any rider,  amendment,  modification or intervention which might be
          made or added thereto in writing,  with mutual consent of the parties;
          the  Agreement  is  also  sometimes   designated  by  the  expressions
          "hereof", "herein" and "hereunder";

1.2       M-A - means merger and/acquisition.

ARTICLE 2: RESPONSIBILITIES OF BIMS

2.1.      BIMS shall provide within 30 days of the signing of this Agreement the
          parameters and guidelines for any potential M-A candidate.

ARTICLE 3: RESPONSIBILITIES OF THE CONSULTANT

3.1       Based on the  guidelines  furnished  by  BIMS,  the  Consultant  shall
          present to BIMS  introductions to at least one potential M-A candidate
          each month.

3.2       Should the M-A candidate be acceptable to BIMS, the  Consultant  shall
          then  undertake to  negotiate on behalf of BIMS the merger  agreement,
          providing  advise and  recommendations  with  respect  to the  merger,
          preparing  and  supervising  all  filings,  and  interfacing  with all
          persons required to effect the merger.

                                       1

<PAGE>

ARTICLE 4: TERM and TERMINATION OF THE AGREEMENT

4.1       The term of this Agreement  shall be for one (1) year from the signing
          date of the Agreement.

4.2       In the event that either party  materially or  repeatedly  defaults in
          the  performance  of any of  its  duties  or  obligations  under  this
          Agreement,  and within thirty (30) days after written  notice is given
          to the defaulting party  specifying the default,  and (i) such default
          is not  substantially  cured,  or (ii) the  defaulting  party does not
          obtain  the  approval  of the  other  party  to a plan to  remedy  the
          default, then the party not in default may terminate this Agreement by
          giving written notice to the defaulting party.

4.3       If either party becomes or is declared  insolvent or bankrupt,  is the
          subject of any proceedings relating to its liquidation,  insolvency or
          for the  appointment of a receiver or similar  officer for it, makes a
          general  assignment for the benefit of all or substantially  all of it
          creditors, or enters into an agreement for the composition,  extension
          or readjustment of all or substantially  all of its obligations,  then
          the  other  party,  within  the  conditions  of  applicable  law,  may
          immediately terminate this Agreement by giving written notice.

4.4       Should this  Agreement be terminated  through the fault or the actions
          of the Consultant prior to the termination  date, the Consultant shall
          return to BIMS the fees (in common  shares) paid under this  agreement
          less an amount pro-rated monthly or any portion of a month.

ARTICLE 5: CONFIDENTIALITY

5.1       During the term of this  Agreement,  and for a period of two (2) years
          after the  expiration of the term of this  Agreement,  proprietary  or
          confidential  information  ("Information")  of any kind  pertaining to
          both parties'  businesses,  and all written  material  marked by ether
          party as "Confidential" or "Proprietary" shall be treated by the other
          party as secret and  confidential  and accorded the same protection as
          the  parties  give to  their  own  Information  of a  similar  nature.
          Verbally disclosed  information which is to be treated as confidential
          or proprietary by a party shall be confirmed as such in writing by the
          party within thirty (30) days of such disclosure.

5.2       Notwithstanding  the  foregoing,  confidential  Information  does  not
          include information that:

          o    has been  published  or is  otherwise  readily  available  to the
               public other than by breach of this Agreement;
          o    has been rightfully  received by the receiving party from a third
               party without breach of any confidentiality obligations;
          o    has  been  independently   developed  by  the  receiving  party's
               personnel  without  access  to,  or use  of,  the  other  party's
               Confidential Information;

                                       2

<PAGE>

          o    was known to the receiving  party prior to its first receipt from
               the other  party and which  the  receiving  party has  documented
               prior to the date hereof; or
          o    is required to be  disclosed  by law whether  under an order of a
               court or  government,  tribunal or other legal  process.  In such
               cases,  the  receiving  party must  immediately  notify the other
               party of the disclosure requirement,  in order to allow the other
               party a reasonable opportunity to obtain a court order to protect
               its rights,  or otherwise to protect the  confidential  nature of
               the Confidential Information.

ARTICLE 6: FEES and CHARGES

6.1       The parties  agree that the  activities  undertaken  to be provided to
          BIMS shall be valued at Two Hundred Thousand ($240,000),  (hereinafter
          "Fees or Charges")  and is to be paid by the issuance of three hundred
          and  twenty-five  thousand  (325,000)  common shares (the "Shares") of
          BIMS to the Consultant.

6.2       Issuance  and  delivery  of the Shares  shall be within 30 days of the
          signing  date  of  this  Agreement,  and  BIMS  shall  deliver  to the
          Consultant:

               (i) the certificate or  certificates  evidencing the Shares to be
               issued to the Consultant and the respective  dates  registered in
               the name of the Consultant; and

               (ii) evidence that the Shares have been registered on Form S-8 to
               be filed with the U.S. Securities and Exchange  Commission,  upon
               issuance of the Shares to the Consultant,  registering for resale
               thereof.

6.3       All charges and amounts in this agreement are stated in legal currency
          of the United States of America.

6.4       The above fees shall not  prevent nor  preclude  the  Consultant  from
          earning  fees from other  parties  involved  in any  merger,  or other
          business associations, introduced to BIMS by the Consultant.

ARTICLE 7: TAXES

7.1       BIMS shall assume responsibility for, and hold the Consultant harmless
          from all taxes,  duties,  or similar  liabilities  arising  under this
          Agreement,  under any  present  or future  tax  laws,  except  for the
          personal income tax of the Consultant.

ARTICLE 8: LIABILITY, INDEMNITY, WARRANTIES, AND INSURANCE

8.1       BIMS shall indemnify the Consultant and hold him harmless  against and
          in respect to any and all claims,  damages,  losses, costs,  expenses,
          obligations,    liabilities,   actions,   suits,   including   without
          limitation,  interest and penalties,  reasonable  attorneys'  fees and
          costs and all amounts paid in settlement of any claim,  action or suit
          that may be asserted  against BIMS or the  Consultant  or that BIMS or
          the Consultant  shall incur or suffer,  that arise out of, result from
          or relate to: (a) the  non-fulfillment  of any agreement,  covenant or
          obligation of BIMS in connection with this  Agreement;  (b) any breach
          of any  representation  or warranty  made by BIMS  hereunder;  (c) any
          claim of any nature  whatsoever  brought by any third person or entity

                                       3

<PAGE>

          who may suffer  damages of any sort as a direct or indirect  result of
          BIMS's  activities  pursuant  to  the  Agreement  relating  to  or  in
          connection  with,  or any  claims of  infringement  that arise out of,
          result from or related to any services provided by the Consultant.

8.2       The  Consultant  warrants that he will perform his  obligations  under
          this Agreement in a professional and workmanlike  manner. In the event
          the  Consultant  is  liable  to BIMS on  account  of the  Consultant's
          performance or nonperformance of his obligations under this Agreement,
          whether arising by negligence or otherwise,  (i) the amount of damages
          recoverable  against the Consultant  for all events,  act or omissions
          will not exceed in the aggregate the Charges paid by BIMS for the last
          twelve  (12)  months  and (ii) in no  event  will  the  Consultant  be
          responsible  for any indirect,  consequential,  incidental or punitive
          damages of any party, including third parties, or for lost profits. In
          connection  with the  conduct of any  litigation  with  third  parties
          relating to any  liability of the  Consultant to BIMS or to such third
          parties,  the  Consultant  will  have all  rights  to accept or reject
          settlement offers and to participate in such litigation.  BIMS and the
          Consultant  expressly  acknowledge  that the limitations  contained in
          this Section have been the subject of active and complete  negotiation
          between the parties and represent the parties' agreement.

ARTICLE 9: EXCUSABLE DELAY

9.1       If either party is unable to perform any of its obligations  hereunder
          due to Force  Majeure,  the failure to perform by such party shall not
          constitute a basis for  termination  or default  under this  Agreement
          provided that notice  thereof is given to the other party within seven
          (7) days after the party becomes  aware of such event.  BIMS shall not
          be required to make any payment to the Consultant  pursuant to Article
          4 during the period of the Consultant's  inability,  as a result of an
          event of Force Majeure, to provide his services.

9.2       For the purposes of this Agreement,  Force Majeure shall be understood
          to be any cause beyond the  reasonable  control of the  non-performing
          party  and  without  its fault or  negligence  and  includes,  without
          limiting the generality of the  foregoing,  acts of God or of a public
          enemy, acts of any Government or any State or Territory, or any agency
          thereof,  in  its  sovereign  capacity,   fires,   floods,   epidemic,
          quarantine   restrictions,   unusually   severe  weather   conditions,
          extraordinary vehicle traffic conditions, or mechanical malfunctions

ARTICLE 10: NOTICES

          Any notice or  communication  under this Agreement shall be in writing
          and shall be hand  delivered,  given by fax or sent by registered mail
          return  receipt  requested,  postage  prepaid,  to the  other  party's
          designated representative, receiving such communication at the address
          specified  herein, or such other address or person as either party may
          in the future specify to the other party.  Such notice shall be deemed
          to be received  upon  delivery  or, by fax, on the next  business  day
          following transmission provided electronic evidence of transmission is
          produced at point of origin or, if mailed,  on the fourth business day
          following the date of mailing.

                                       4

<PAGE>
          If to The Consultant:

          David Amsel
          454 Ballantyne N.
          Montreal W, Quebec H4X 2C9

          If to BIMS:

          Biomasse International, Inc.
          721 S.E. 17th St.
          Ft. Lauderdale, FL.
          Attention: General Counsel

ARTICLE 11: MISCELLANEOUS

11.1      Neither  party may  assign or  transfer  all or any part of its rights
          under this Agreement,  without the prior written consent of the other,
          except when assigning all of their rights and obligations to any legal
          entity  controlling,  controlled  by, or under common control with it,
          but with thirty (30) days' prior notice to the other party.

11.2      The Consultant can assign this Agreement or any obligations  hereunder
          to a third party. If any obligations of the Consultant are assigned to
          a  subcontractor,  the  Consultant  will remain  responsible  for such
          obligations under this Agreement.

11.3      This Agreement is not intended to create, nor shall it be construed to
          be, a joint venture,  association,  partnership,  franchise,  or other
          form of business  relationship.  Neither  party  shall have,  nor hold
          itself out as having, any right, power or authority to assume, create,
          or incur any expenses, liability, or obligation on behalf of the other
          party, except as expressly provided herein.

11.4      If any  provision  of this  Agreement  is  held  invalid,  illegal  or
          unenforceable  in any  respect,  such  provision  shall be  treated as
          severed,  leaving the remaining provisions  unimpaired,  provided that
          such does not materially  prejudice  either party in their  respective
          rights and  obligations  contained in the valid terms,  covenants,  or
          conditions.

11.5      There are no intended third party beneficiaries to this Agreement.

11.6      The failure of either party to require the  performance  of any of the
          terms of this  Agreement  or the waiver by either party of any default
          under this  Agreement  shall not prevent a subsequent  enforcement  of
          such term, nor be deemed a waiver of any subsequent breach.

11.7      This  Agreement  may not be  modified,  supplemented,  or  amended  or
          default  hereunder  waived except upon the execution and delivery of a
          written  agreement  signed by the  authorized  representative  of each
          party.

11.8      Both parties represent and warrant that each has the full authority to
          perform  its  obligations  under  this  Agreement  and that the person
          executing this Agreement has the authority to bind it.

                                       5

<PAGE>

11.9      This Agreement  shall be governed by and construed in accordance  with
          the laws of the Province of Quebec and the applicable  federal laws of
          Canada therein, and the parties irrevocably submit to the jurisdiction
          of the courts of the Province of Quebec, city of Montreal.

11.10     The Parties have  requested  that this Agreement and all documents and
          communications  pursuant to or in  connection  with this  Agreement be
          drawn up in the  English  language.  Les  Parties ont requis que cette
          Convention  ainsi que tous  documents  ou  communications  en vertu de
          cette Convention ou s'y rapportant, soient rediges en langue anglaise.

11.11     This Agreement  constitutes the final and full terms of  understanding
          between  the  parties  and   supersedes   all   previous   agreements,
          understandings,  negotiations,  and promises, whether written or oral,
          between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year set forth below.

BIOMASSE INTERNATIONAL, INC.           The Consultant

----------------------------           -----------------------------------------
Signature                              Signature

----------------------------           -----------------------------------------
Printed Name & Title                   Printed Name

----------------------------           -----------------------------------------
Date                                   Date

                                       6

<PAGE>

                               December 14, 2001


Board of Directors
Biomasse International, Inc.
4720, Boulevard Royal,
Suite 103
Trois-Rivieres-Ouest, Quebec,
Canada G9A 4N1

Gentlemen:

         As counsel for your  Company,  we have  examined  your  certificate  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceeding and such questions of law as we have deemed  relevant for the purpose
of this opinion.

         We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form S-8, covering the registration
under the Securities Act of 1933, as amended, of 325,000 shares of the Company's
Common  Stock  which  are to be  issued  to a  consultant  of the  Company  (the
"Consulting Stock").

         On the basis of such examination, we are of the opinion that:

         1. The Company is a corporation  duly  authorized and validly  existing
and in good  standing  under the laws of the State of Delaware,  with  corporate
power to conduct its business.

         2. The Company has an authorized capitalization of 60,000,000 Shares of
Common  Stock,  divided into Class A (5,000,000  shares) and Class B (55,000,000
shares).

         3. The Consulting Stock have been duly and validly  authorized and when
issued will  represent  fully paid and  non-assessable  shares of the  Company's
Common Stock.

         We hereby consent to the use of our name in the Registration  Statement
under the caption  "Legal  Opinions"  and we also  consent to the filing of this
opinion as an exhibit thereto.

                                           Very truly yours,

                                           /s/Heller, Horowitz & Feit, P.C.

                                           HELLER, HOROWITZ & FEIT, P.C.
HH&F/jr

<PAGE>

                                                                  Exhibit 24.2

                         CONSENT OF INDEPENDENT AUDITORS

         I  consent  to the use in this  Registration  Statement  on Form S-8 of
Biomasse International, Inc., of my report dated December 26, 2000, appearing in
the  Prospectus  which  is  part of the  Registration  Statement  on  Form  SB-2
initially filed on October 24, 2000 which is incorporated by reference.



                                              By:  /s/ Mark Cohen
                                                   _____________________________
                                                   Mark Cohen C.P.A.

Hollywood, Florida
12/13/01
[{"type": "S-8", "sequence": "1", "filename": "forms8121401.txt", "description": "FORM S-8", "secsgml_size_bytes": 29300}]
{"company-data": {"conformed-name": "BIOMASSE INTERNATIONAL INC", "cik": "0001083146", "assigned-sic": "2600", "irs-number": "650909206", "state-of-incorporation": "FL"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75246", "film-number": "1814740"}, "business-address": {"street1": "721 SE 17TH ST", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33316", "phone": "7545240558"}, "mail-address": {"street1": "721 SE 17TH ST", "street2": "STE 200", "city": "FT LAUDERDALE", "state": "FL", "zip": "33316"}}
As filed with the Securities and Exchange Commission on December 14, 2001
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       ----------------------------------

                          BIOMASSE INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

Florida                                          65-0909206
-------                                          ----------
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)                Identification No.)

                        4720, Boulevard Royal, Suite 103
                  Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
          (Address of principal executive offices, including zip code)
                       ----------------------------------
                            Consulting Agreement with
                                   David Amsel
                            (Full Title of the Plan)
                       ----------------------------------
                        4720, Boulevard Royal, Suite 103
                  Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
                                 (819) 374-0093
            (Name, Address and telephone number of Agent for Service)
                       ----------------------------------
                                    Copy to:
                             Irving Rothstein, Esq.
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017

   --------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
Proposed Maximum          Proposed Maximum
Title of Securities to be             Amount to be           offering Price per        Aggregate Price     Amount of Registration
Registered                            Registered             Share(1)                  (1)                 Fee
--------------------------            ----------             --------                  ---                 ---
Common Stock, $0.001 par value        325,000                $ 0.86                    $279,500            $69.88
  ----------------------------------------------------------------------------
         (1) Estimated  solely for the purpose of calculating  the  registration
fee.  Proposed  maximum price is estimated  based upon the closing sale price of
the Company's Common Stock within the last five days.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Certain Documents By Reference

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (a) The  Company's  Quarterly  Reports  on Form  10-QSB  for the fiscal
quarters ended March 31, 2001 and June 30, 2001.

         (b) The  description  of the  Common  Stock is herein  incorporated  by
reference to the Company's  Registration Statement on Form SB-2, initially filed
on October 24, 2000.

         In addition,  all documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
offered  hereby then remaining  unsold,  shall be deemed to be  incorporated  by
reference  herein and shall be deemed to be a part  hereof  from the date of the
filing of each such report or document.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The validity of the original issuance of the securities  offered hereby
will be passed upon for the Company by the law firm of Heller,  Horowitz & Feit,
P.C., New York, New York.

Item 6.  Indemnification of Directors and Officers

         Section  145 of the  Delaware  General  Corporation  Law,  as  amended,
authorizes  the  Company to  indemnify  any  director or officer  under  certain
prescribed  circumstances  and subject to certain  limitations  against  certain
costs and expenses,  including  attorney's fees actually and reasonably incurred
in connection  with any action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative, to which a person is a party by reason of being
a director or officer of the Company if it is determined  that such person acted
in  accordance  with  the  applicable  standard  of  conduct  set  forth in such
statutory  provisions.  The  Company's  Certificate  of  Incorporation  contains
provisions  relating to the  indemnification  of director  and  officers and the
Company's  By-Laws  extends  such  indemnities  to the full extent  permitted by
Delaware law.
The Company may also purchase and maintain insurance for the benefit of
any director or officer  which may cover claims for which the Company  could not
indemnify such persons.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The  following   exhibits  are  filed  as  part  of  this  Registration
Statement:

         4.1      Consulting Agreement with David Amsel.

         5.       Opinion of Counsel.

         24.1     Consent of Counsel (included in Exhibit No. 5).

         24.2     Consent of Mark Cohen, CPA.

Item 9.  Undertakings

         The undersigned small business issuer hereby undertakes to:

         (1) File, during any period in which it offers or sells  securities,  a
post-effective amendment to this registration statement to:

               (i) Include any  prospectus  required by section  10(a)(3) of the
               Securities Act of 1933;

               (ii)  Reflect  in the  prospectus  any  facts  or  events  which,
               individually or together,  represent a fundamental  change in the
               information in the registration  statement;  and  notwithstanding
               the  foregoing,  any increase or decrease in volume of securities
               offered (if the total dollar value of  securities  offered  would
               not exceed that which was  registered) and any deviation from the
               low or high end of the estimated  maximum  offering  range may be
               reflected  in  the  form  of  prospectus  filed  with  Commission
               pursuant to Rule 424(b) if, in the aggregate,  the changes in the
               volume and price represent no more than 20% change in the maximum
               aggregate  offering  price  set  forth  in  the  "Calculation  of
               Registration Fee" table in the effective registration statement.

               (iii) Include any additional or material  information on the plan
               of distribution.
(2) For determining  liability under the Securities Act of 1933,  treat
each post-effective  amendment as a new registration statement of the securities
offered, and the offering of securities at that time to be the initial bona fide
offering thereof.

         (3) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Trois-Rivieres-Ouest  and Province of Quebec on
the 14th day of December 2001.

                                                 BIOMASSE INTERNATIONAL, INC.

                                              By:/s/Benoit Dufresne
                                                  Benoit Dufresne
                                                  President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement or amendment  has been signed  below by the  following  persons in the
capacities and on the dates indicated:

         Name                    Title                    Date

/s/Benoit Dufresne
____________________________
Benoit Dufresne                  President and Director   December 14, 2001

/s/Jean Gagnon
____________________________
Jean Gagnon                      VP/Finance and Director  December 14, 2001

Pierre H. Vincent
____________________________
Pierre H. Vincent                Director                 December 14, 2001

____________________________
Maurice Robert                   Director                 December ___, 2001
THIS AGREEMENT ("Agreement") is made on this 05th day of December, 2001

BETWEEN:  BIOMASSE INTERNATIONAL, Inc. a company duly constituted under the laws
          of the State of Florida,  and having its head office at 721 S.E.  17th
          St. Ft. Lauderdale, FL, (hereinafter referred to as "BIMS")

AND:      DAVID  AMSEL,  businessman,  having an office  at 454  Ballantyne  N.,
          Montreal W., Quebec, (hereinafter referred to as the "Consultant")

WHEREAS,  BIMS is a public company in the  environmental  and pollution  control
industry,  and is seeking to expand its product offerings and market,  by, among
other strategies, acquiring and/or merging with companies in similar businesses;

AND,

WHEREAS,  the  Consultant is an  experienced  businessman  and has experience in
mergers and  acquisitions and has developed  contacts  throughout North America,
and BIMS is desirous to avail itself of the Consultant's experience,

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

In this Agreement, unless the context otherwise requires:

1.1       Agreement - means this agreement dated as of the date hereof,  as well
          as any rider,  amendment,  modification or intervention which might be
          made or added thereto in writing,  with mutual consent of the parties;
          the  Agreement  is  also  sometimes   designated  by  the  expressions
          "hereof", "herein" and "hereunder";

1.2       M-A - means merger and/acquisition.

ARTICLE 2: RESPONSIBILITIES OF BIMS

2.1.      BIMS shall provide within 30 days of the signing of this Agreement the
          parameters and guidelines for any potential M-A candidate.

ARTICLE 3: RESPONSIBILITIES OF THE CONSULTANT

3.1       Based on the  guidelines  furnished  by  BIMS,  the  Consultant  shall
          present to BIMS  introductions to at least one potential M-A candidate
          each month.

3.2       Should the M-A candidate be acceptable to BIMS, the  Consultant  shall
          then  undertake to  negotiate on behalf of BIMS the merger  agreement,
          providing  advise and  recommendations  with  respect  to the  merger,
          preparing  and  supervising  all  filings,  and  interfacing  with all
          persons required to effect the merger.

                                       1
ARTICLE 4: TERM and TERMINATION OF THE AGREEMENT

4.1       The term of this Agreement  shall be for one (1) year from the signing
          date of the Agreement.

4.2       In the event that either party  materially or  repeatedly  defaults in
          the  performance  of any of  its  duties  or  obligations  under  this
          Agreement,  and within thirty (30) days after written  notice is given
          to the defaulting party  specifying the default,  and (i) such default
          is not  substantially  cured,  or (ii) the  defaulting  party does not
          obtain  the  approval  of the  other  party  to a plan to  remedy  the
          default, then the party not in default may terminate this Agreement by
          giving written notice to the defaulting party.

4.3       If either party becomes or is declared  insolvent or bankrupt,  is the
          subject of any proceedings relating to its liquidation,  insolvency or
          for the  appointment of a receiver or similar  officer for it, makes a
          general  assignment for the benefit of all or substantially  all of it
          creditors, or enters into an agreement for the composition,  extension
          or readjustment of all or substantially  all of its obligations,  then
          the  other  party,  within  the  conditions  of  applicable  law,  may
          immediately terminate this Agreement by giving written notice.

4.4       Should this  Agreement be terminated  through the fault or the actions
          of the Consultant prior to the termination  date, the Consultant shall
          return to BIMS the fees (in common  shares) paid under this  agreement
          less an amount pro-rated monthly or any portion of a month.

ARTICLE 5: CONFIDENTIALITY

5.1       During the term of this  Agreement,  and for a period of two (2) years
          after the  expiration of the term of this  Agreement,  proprietary  or
          confidential  information  ("Information")  of any kind  pertaining to
          both parties'  businesses,  and all written  material  marked by ether
          party as "Confidential" or "Proprietary" shall be treated by the other
          party as secret and  confidential  and accorded the same protection as
          the  parties  give to  their  own  Information  of a  similar  nature.
          Verbally disclosed  information which is to be treated as confidential
          or proprietary by a party shall be confirmed as such in writing by the
          party within thirty (30) days of such disclosure.

5.2       Notwithstanding  the  foregoing,  confidential  Information  does  not
          include information that:

          o    has been  published  or is  otherwise  readily  available  to the
               public other than by breach of this Agreement;
          o    has been rightfully  received by the receiving party from a third
               party without breach of any confidentiality obligations;
          o    has  been  independently   developed  by  the  receiving  party's
               personnel  without  access  to,  or use  of,  the  other  party's
               Confidential Information;

                                       2
o    was known to the receiving  party prior to its first receipt from
               the other  party and which  the  receiving  party has  documented
               prior to the date hereof; or
          o    is required to be  disclosed  by law whether  under an order of a
               court or  government,  tribunal or other legal  process.  In such
               cases,  the  receiving  party must  immediately  notify the other
               party of the disclosure requirement,  in order to allow the other
               party a reasonable opportunity to obtain a court order to protect
               its rights,  or otherwise to protect the  confidential  nature of
               the Confidential Information.

ARTICLE 6: FEES and CHARGES

6.1       The parties  agree that the  activities  undertaken  to be provided to
          BIMS shall be valued at Two Hundred Thousand ($240,000),  (hereinafter
          "Fees or Charges")  and is to be paid by the issuance of three hundred
          and  twenty-five  thousand  (325,000)  common shares (the "Shares") of
          BIMS to the Consultant.

6.2       Issuance  and  delivery  of the Shares  shall be within 30 days of the
          signing  date  of  this  Agreement,  and  BIMS  shall  deliver  to the
          Consultant:

               (i) the certificate or  certificates  evidencing the Shares to be
               issued to the Consultant and the respective  dates  registered in
               the name of the Consultant; and

               (ii) evidence that the Shares have been registered on Form S-8 to
               be filed with the U.S. Securities and Exchange  Commission,  upon
               issuance of the Shares to the Consultant,  registering for resale
               thereof.

6.3       All charges and amounts in this agreement are stated in legal currency
          of the United States of America.

6.4       The above fees shall not  prevent nor  preclude  the  Consultant  from
          earning  fees from other  parties  involved  in any  merger,  or other
          business associations, introduced to BIMS by the Consultant.

ARTICLE 7: TAXES

7.1       BIMS shall assume responsibility for, and hold the Consultant harmless
          from all taxes,  duties,  or similar  liabilities  arising  under this
          Agreement,  under any  present  or future  tax  laws,  except  for the
          personal income tax of the Consultant.

ARTICLE 8: LIABILITY, INDEMNITY, WARRANTIES, AND INSURANCE

8.1       BIMS shall indemnify the Consultant and hold him harmless  against and
          in respect to any and all claims,  damages,  losses, costs,  expenses,
          obligations,    liabilities,   actions,   suits,   including   without
          limitation,  interest and penalties,  reasonable  attorneys'  fees and
          costs and all amounts paid in settlement of any claim,  action or suit
          that may be asserted  against BIMS or the  Consultant  or that BIMS or
          the Consultant  shall incur or suffer,  that arise out of, result from
          or relate to: (a) the  non-fulfillment  of any agreement,  covenant or
          obligation of BIMS in connection with this  Agreement;  (b) any breach
          of any  representation  or warranty  made by BIMS  hereunder;  (c) any
          claim of any nature  whatsoever  brought by any third person or entity

                                       3
who may suffer  damages of any sort as a direct or indirect  result of
          BIMS's  activities  pursuant  to  the  Agreement  relating  to  or  in
          connection  with,  or any  claims of  infringement  that arise out of,
          result from or related to any services provided by the Consultant.

8.2       The  Consultant  warrants that he will perform his  obligations  under
          this Agreement in a professional and workmanlike  manner. In the event
          the  Consultant  is  liable  to BIMS on  account  of the  Consultant's
          performance or nonperformance of his obligations under this Agreement,
          whether arising by negligence or otherwise,  (i) the amount of damages
          recoverable  against the Consultant  for all events,  act or omissions
          will not exceed in the aggregate the Charges paid by BIMS for the last
          twelve  (12)  months  and (ii) in no  event  will  the  Consultant  be
          responsible  for any indirect,  consequential,  incidental or punitive
          damages of any party, including third parties, or for lost profits. In
          connection  with the  conduct of any  litigation  with  third  parties
          relating to any  liability of the  Consultant to BIMS or to such third
          parties,  the  Consultant  will  have all  rights  to accept or reject
          settlement offers and to participate in such litigation.  BIMS and the
          Consultant  expressly  acknowledge  that the limitations  contained in
          this Section have been the subject of active and complete  negotiation
          between the parties and represent the parties' agreement.

ARTICLE 9: EXCUSABLE DELAY

9.1       If either party is unable to perform any of its obligations  hereunder
          due to Force  Majeure,  the failure to perform by such party shall not
          constitute a basis for  termination  or default  under this  Agreement
          provided that notice  thereof is given to the other party within seven
          (7) days after the party becomes  aware of such event.  BIMS shall not
          be required to make any payment to the Consultant  pursuant to Article
          4 during the period of the Consultant's  inability,  as a result of an
          event of Force Majeure, to provide his services.

9.2       For the purposes of this Agreement,  Force Majeure shall be understood
          to be any cause beyond the  reasonable  control of the  non-performing
          party  and  without  its fault or  negligence  and  includes,  without
          limiting the generality of the  foregoing,  acts of God or of a public
          enemy, acts of any Government or any State or Territory, or any agency
          thereof,  in  its  sovereign  capacity,   fires,   floods,   epidemic,
          quarantine   restrictions,   unusually   severe  weather   conditions,
          extraordinary vehicle traffic conditions, or mechanical malfunctions

ARTICLE 10: NOTICES

          Any notice or  communication  under this Agreement shall be in writing
          and shall be hand  delivered,  given by fax or sent by registered mail
          return  receipt  requested,  postage  prepaid,  to the  other  party's
          designated representative, receiving such communication at the address
          specified  herein, or such other address or person as either party may
          in the future specify to the other party.  Such notice shall be deemed
          to be received  upon  delivery  or, by fax, on the next  business  day
          following transmission provided electronic evidence of transmission is
          produced at point of origin or, if mailed,  on the fourth business day
          following the date of mailing.

                                       4
If to The Consultant:

          David Amsel
          454 Ballantyne N.
          Montreal W, Quebec H4X 2C9

          If to BIMS:

          Biomasse International, Inc.
          721 S.E. 17th St.
          Ft. Lauderdale, FL.
          Attention: General Counsel

ARTICLE 11: MISCELLANEOUS

11.1      Neither  party may  assign or  transfer  all or any part of its rights
          under this Agreement,  without the prior written consent of the other,
          except when assigning all of their rights and obligations to any legal
          entity  controlling,  controlled  by, or under common control with it,
          but with thirty (30) days' prior notice to the other party.

11.2      The Consultant can assign this Agreement or any obligations  hereunder
          to a third party. If any obligations of the Consultant are assigned to
          a  subcontractor,  the  Consultant  will remain  responsible  for such
          obligations under this Agreement.

11.3      This Agreement is not intended to create, nor shall it be construed to
          be, a joint venture,  association,  partnership,  franchise,  or other
          form of business  relationship.  Neither  party  shall have,  nor hold
          itself out as having, any right, power or authority to assume, create,
          or incur any expenses, liability, or obligation on behalf of the other
          party, except as expressly provided herein.

11.4      If any  provision  of this  Agreement  is  held  invalid,  illegal  or
          unenforceable  in any  respect,  such  provision  shall be  treated as
          severed,  leaving the remaining provisions  unimpaired,  provided that
          such does not materially  prejudice  either party in their  respective
          rights and  obligations  contained in the valid terms,  covenants,  or
          conditions.

11.5      There are no intended third party beneficiaries to this Agreement.

11.6      The failure of either party to require the  performance  of any of the
          terms of this  Agreement  or the waiver by either party of any default
          under this  Agreement  shall not prevent a subsequent  enforcement  of
          such term, nor be deemed a waiver of any subsequent breach.

11.7      This  Agreement  may not be  modified,  supplemented,  or  amended  or
          default  hereunder  waived except upon the execution and delivery of a
          written  agreement  signed by the  authorized  representative  of each
          party.

11.8      Both parties represent and warrant that each has the full authority to
          perform  its  obligations  under  this  Agreement  and that the person
          executing this Agreement has the authority to bind it.

                                       5
11.9      This Agreement  shall be governed by and construed in accordance  with
          the laws of the Province of Quebec and the applicable  federal laws of
          Canada therein, and the parties irrevocably submit to the jurisdiction
          of the courts of the Province of Quebec, city of Montreal.

11.10     The Parties have  requested  that this Agreement and all documents and
          communications  pursuant to or in  connection  with this  Agreement be
          drawn up in the  English  language.  Les  Parties ont requis que cette
          Convention  ainsi que tous  documents  ou  communications  en vertu de
          cette Convention ou s'y rapportant, soient rediges en langue anglaise.

11.11     This Agreement  constitutes the final and full terms of  understanding
          between  the  parties  and   supersedes   all   previous   agreements,
          understandings,  negotiations,  and promises, whether written or oral,
          between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year set forth below.

BIOMASSE INTERNATIONAL, INC.           The Consultant

----------------------------           -----------------------------------------
Signature                              Signature

----------------------------           -----------------------------------------
Printed Name & Title                   Printed Name

----------------------------           -----------------------------------------
Date                                   Date

                                       6
December 14, 2001

Board of Directors
Biomasse International, Inc.
4720, Boulevard Royal,
Suite 103
Trois-Rivieres-Ouest, Quebec,
Canada G9A 4N1

Gentlemen:

         As counsel for your  Company,  we have  examined  your  certificate  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceeding and such questions of law as we have deemed  relevant for the purpose
of this opinion.

         We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form S-8, covering the registration
under the Securities Act of 1933, as amended, of 325,000 shares of the Company's
Common  Stock  which  are to be  issued  to a  consultant  of the  Company  (the
"Consulting Stock").

         On the basis of such examination, we are of the opinion that:

         1. The Company is a corporation  duly  authorized and validly  existing
and in good  standing  under the laws of the State of Delaware,  with  corporate
power to conduct its business.

         2. The Company has an authorized capitalization of 60,000,000 Shares of
Common  Stock,  divided into Class A (5,000,000  shares) and Class B (55,000,000
shares).

         3. The Consulting Stock have been duly and validly  authorized and when
issued will  represent  fully paid and  non-assessable  shares of the  Company's
Common Stock.

         We hereby consent to the use of our name in the Registration  Statement
under the caption  "Legal  Opinions"  and we also  consent to the filing of this
opinion as an exhibit thereto.

                                           Very truly yours,

                                           /s/Heller, Horowitz & Feit, P.C.

                                           HELLER, HOROWITZ & FEIT, P.C.
HH&F/jr
Exhibit 24.2

                         CONSENT OF INDEPENDENT AUDITORS

         I  consent  to the use in this  Registration  Statement  on Form S-8 of
Biomasse International, Inc., of my report dated December 26, 2000, appearing in
the  Prospectus  which  is  part of the  Registration  Statement  on  Form  SB-2
initially filed on October 24, 2000 which is incorporated by reference.

                                              By:  /s/ Mark Cohen
                                                   _____________________________
                                                   Mark Cohen C.P.A.

Hollywood, Florida
12/13/01