As filed with the Securities and Exchange Commission on July 17, 2002
                                                    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 its charter)

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


                        4720, BOULEVARD ROYAL, SUITE 103
                  TROIS-RIVIERES-OUEST, QUEBEC, CANADA G9A 4N1
                    (Address of Principal Executive Offices)

                              CONSULTING AGREEMENTS
                            (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, including area code, of agent for service)

                                 with a copy to:
                          Christopher S. Auguste, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

<PAGE>

<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                     Proposed              Proposed
    Title of each class of securities          Amount To              Maximum               Maximum              Amount Of
            to be registered                 Be Registered        Aggregate Price          Aggregate            Registration
                                                                     Per Share          Offering Price              Fee
------------------------------------------ ------------------- ---------------------- -------------------- -----------------------
<S>                                          <C>                     <C>                  <C>                    <C>
Common Stock Class B, $.001 par value per     20,000,000 (1)          $0.09 (2)            $1,800,000.00          $165.60 (3)
share
==================================================================================================================================

</TABLE>

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     Consulting Agreements.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule  457(c),  the average  ($0.09) of the closing bid ($0.085)
     and closing asked ($0.085) price on the Nasdaq  National Market on July 16,
     2002.
(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price multiplied by .000092.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following  documents  filed by Biomasse  International,  Inc. (the
"Registrant")  with the Securities and Exchange  Commission  pursuant to Section
13(a) of the  Securities  Exchange Act of 1934,  as amended (the "1934 Act") are
incorporated herein by reference:

          (a)  The Registrant's  Annual Report on Form 10-KSB,  filed on January
               16, 2002, for the year ended September 30, 2001;

          (b)  The  Registrant's  Quarterly  Report  on Form  10-QSB,  filed  on
               February 14, 2002, for the quarter ended December 31, 2001;

          (c)  The Registrant's  Quarterly  Report on Form 10-QSB,  filed on May
               15, 2002, for the quarter ended March 31, 2002; and

          (d)  The description of the Registrant's common stock contained in the
               Registrant's  registration statement on Form SB-2/A (Registration
               No.  333-48480) filed on March 2, 2001,  including any amendments
               or reports filed for the purpose of updating that description.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.

<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  607.0850  of the  Florida  Business  Corporation  Act permits
indemnification  of officers  and  directors  of the  Registrant  under  certain
conditions and subject to certain  limitations.  Section 607.0850 of the Florida
Business  Corporation  Act also  provides  that a  corporation  has the power to
purchase and maintain insurance on behalf of its officers, directors, employees,
and agents  against any liability  asserted  against that person and incurred by
him or her in such  capacity,  or  arising  out of his or her  status  as  such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against such liability  under the provisions of Section  607.0850 of the Florida
Business Corporation Act.

          Neither the Registrant's  By-Laws nor its Certificate of Incorporation
currently provide  indemnification to its officers or directors. In an effort to
continue to attract and retain  qualified  individuals to serve as directors and
officers,  the Registrant intends to adopt provisions  providing for the maximum
indemnification permitted by Florida law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number    Description
------    -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).

23.2      Consent of Mark Cohen, CPA.

24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).

99.1      Form of Consulting  Agreement that the Registrant entered into on June
          12, 2002 with each of Douglas G. Furth and Sarah R. Speno.

--------------

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i)     To include any prospectus  required by Section 10(a)(3) of
                      the  Securities  Act of 1933, as amended (the  "Securities
                      Act");

<PAGE>

              (ii)    To reflect in the  prospectus  any facts or events arising
                      after the effective  date of this  Registration  Statement
                      (or the  most  recent  post-effective  amendment  thereof)
                      which,  individually  or in  the  aggregate,  represent  a
                      fundamental  change in the  information  set forth in this
                      Registration Statement. 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 the  Commission  pursuant  to Rule  424(b) if, in the
                      aggregate,  the changes in volume and price  represent  no
                      more  than 20  percent  change  in the  maximum  aggregate
                      offering price set forth in  "Calculation  of Registration
                      Fee" table in the effective Registration Statement;

               (iii)  To include any additional or changed material  information
                      with respect to the plan of distribution;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions  described  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

<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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Trois-Rivieres-Ouest,  the Province of Quebec on the
12th day of July 2002.

                                        BIOMASSE INTERNATIONAL, INC.


                                        By:/s/ Benoit Dufresne
                                           -------------------------------------
                                               Benoit Dufresne
                                               President

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints  Benoit  Dufresne his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 12th day of July, 2002.


/s/ Benoit Dufresne
------------------------------           President and Director
Benoit Dufresne


/s/ Jean Gagnon
------------------------------           Vice President/Finance and Director
Jean Gagnon

<PAGE>


/s/ Pierre H. Vincent
------------------------------           Director
Pierre H. Vincent


/s/ Maurice Robert
------------------------------           Director
Maurice Robert


/s/ Marcel Mongrain
------------------------------           Director
Marcel Mongrain

<PAGE>

                                 SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549


                                  -------------

                                    EXHIBITS
                                       TO
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  -------------


                          BIOMASSE INTERNATIONAL, INC.
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)


                                  JULY 17, 2002


<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).

23.2      Consent of Mark Cohen, CPA.

24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).

99.1      Form of Consulting  Agreement that the Registrant entered into on June
          12, 2002 with each of Douglas G. Furth and Sarah R. Speno.

--------------
[{"type": "S-8", "sequence": "1", "filename": "d840506.txt", "description": "FORM S-8 - 07/2002", "secsgml_size_bytes": 16060}]
{"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": "333-96611", "film-number": "02704835"}, "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 July 17, 2002
                                                    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 its charter)

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

                        4720, BOULEVARD ROYAL, SUITE 103
                  TROIS-RIVIERES-OUEST, QUEBEC, CANADA G9A 4N1
                    (Address of Principal Executive Offices)

                              CONSULTING AGREEMENTS
                            (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, including area code, of agent for service)

                                 with a copy to:
                          Christopher S. Auguste, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                     Proposed              Proposed
    Title of each class of securities          Amount To              Maximum               Maximum              Amount Of
            to be registered                 Be Registered        Aggregate Price          Aggregate            Registration
                                                                     Per Share          Offering Price              Fee
------------------------------------------ ------------------- ---------------------- -------------------- -----------------------
Common Stock Class B, $.001 par value per     20,000,000 (1)          $0.09 (2)            $1,800,000.00          $165.60 (3)
share
==================================================================================================================================
(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     Consulting Agreements.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule  457(c),  the average  ($0.09) of the closing bid ($0.085)
     and closing asked ($0.085) price on the Nasdaq  National Market on July 16,
     2002.
(3)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price multiplied by .000092.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following  documents  filed by Biomasse  International,  Inc. (the
"Registrant")  with the Securities and Exchange  Commission  pursuant to Section
13(a) of the  Securities  Exchange Act of 1934,  as amended (the "1934 Act") are
incorporated herein by reference:

          (a)  The Registrant's  Annual Report on Form 10-KSB,  filed on January
               16, 2002, for the year ended September 30, 2001;

          (b)  The  Registrant's  Quarterly  Report  on Form  10-QSB,  filed  on
               February 14, 2002, for the quarter ended December 31, 2001;

          (c)  The Registrant's  Quarterly  Report on Form 10-QSB,  filed on May
               15, 2002, for the quarter ended March 31, 2002; and

          (d)  The description of the Registrant's common stock contained in the
               Registrant's  registration statement on Form SB-2/A (Registration
               No.  333-48480) filed on March 2, 2001,  including any amendments
               or reports filed for the purpose of updating that description.

          All  documents  filed  subsequent  to the  date of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not Applicable.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  607.0850  of the  Florida  Business  Corporation  Act permits
indemnification  of officers  and  directors  of the  Registrant  under  certain
conditions and subject to certain  limitations.  Section 607.0850 of the Florida
Business  Corporation  Act also  provides  that a  corporation  has the power to
purchase and maintain insurance on behalf of its officers, directors, employees,
and agents  against any liability  asserted  against that person and incurred by
him or her in such  capacity,  or  arising  out of his or her  status  as  such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against such liability  under the provisions of Section  607.0850 of the Florida
Business Corporation Act.

          Neither the Registrant's  By-Laws nor its Certificate of Incorporation
currently provide  indemnification to its officers or directors. In an effort to
continue to attract and retain  qualified  individuals to serve as directors and
officers,  the Registrant intends to adopt provisions  providing for the maximum
indemnification permitted by Florida law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number    Description
------    -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).

23.2      Consent of Mark Cohen, CPA.

24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).

99.1      Form of Consulting  Agreement that the Registrant entered into on June
          12, 2002 with each of Douglas G. Furth and Sarah R. Speno.

--------------

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

              (i)     To include any prospectus  required by Section 10(a)(3) of
                      the  Securities  Act of 1933, as amended (the  "Securities
                      Act");
(ii)    To reflect in the  prospectus  any facts or events arising
                      after the effective  date of this  Registration  Statement
                      (or the  most  recent  post-effective  amendment  thereof)
                      which,  individually  or in  the  aggregate,  represent  a
                      fundamental  change in the  information  set forth in this
                      Registration Statement. 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 the  Commission  pursuant  to Rule  424(b) if, in the
                      aggregate,  the changes in volume and price  represent  no
                      more  than 20  percent  change  in the  maximum  aggregate
                      offering price set forth in  "Calculation  of Registration
                      Fee" table in the effective Registration Statement;

               (iii)  To include any additional or changed material  information
                      with respect to the plan of distribution;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions  described  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the  Securities  Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Trois-Rivieres-Ouest,  the Province of Quebec on the
12th day of July 2002.

                                        BIOMASSE INTERNATIONAL, INC.

                                        By:/s/ Benoit Dufresne
                                           -------------------------------------
                                               Benoit Dufresne
                                               President

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints  Benoit  Dufresne his true and lawful  attorney-in-fact
and agent,  with full power of substitution and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  requisite  or  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 12th day of July, 2002.

/s/ Benoit Dufresne
------------------------------           President and Director
Benoit Dufresne

/s/ Jean Gagnon
------------------------------           Vice President/Finance and Director
Jean Gagnon
/s/ Pierre H. Vincent
------------------------------           Director
Pierre H. Vincent

/s/ Maurice Robert
------------------------------           Director
Maurice Robert

/s/ Marcel Mongrain
------------------------------           Director
Marcel Mongrain
SECURITIES AND
                                    EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                                    EXHIBITS
                                       TO
                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -------------

                          BIOMASSE INTERNATIONAL, INC.
                       (EXACT NAME OF ISSUER AS SPECIFIED
                                 IN ITS CHARTER)

                                  JULY 17, 2002
EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

5.1       Opinion of Jenkens & Gilchrist  Parker  Chapin LLP, as to the legality
          of the common stock being offered.

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP  (included in their
          opinion filed as Exhibit 5.1).

23.2      Consent of Mark Cohen, CPA.

24.1      Power of attorney of certain  officers and directors of the Registrant
          (contained in the signature page).

99.1      Form of Consulting  Agreement that the Registrant entered into on June
          12, 2002 with each of Douglas G. Furth and Sarah R. Speno.

--------------