SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

      (X)  Quarterly  Report  pursuant to Section 13 or 15 (d) of the Securities
           Exchange Act of 1934 For the quarterly period ended July 31, 1997

                                      OR

      ( )  Transition Report pursuant to Section 13 or 15 (d)
           of the Securities Exchange Act of 1934

      For the transition period from __________ to __________

                         Commission File Number: 0-28514

                          TREASURY INTERNATIONAL, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                          DELAWARE                98-0160284
                  (State or Other Jurisdiction    (I.R.S. Employer
                of Incorporation or Organization) IdentificationNumber)

             1183 Finch Avenue West, North York, Ontario M3J 2G2
                  (Address of Principal Executive Offices)

  Issuer's Telephone Number, Including Area Code: (416) 663-5508

         7040 Tranmere Drive, Mississauga, Ontario L5S 1L9
       (Former Name, Former Address and Former Fiscal Year, if Changed Since 
        Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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     X            No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  21,619,031 shares of Common Stock,
par value $.0001 per share were outstanding as of October 31, 1997.



<PAGE>


                                      INDEX

                                                             PAGE

PART I.  FINANCIAL INFORMATION.......................         3

   ITEM 1.  FINANCIAL STATEMENTS.....................         3

      Interim Consolidated Balance Sheet as of July           3
        31, 1997 and January 31, 1997................

      Interim Consolidated Statement of Deficit as            4
        of July 31, 1997 and July 31, 1996...........

      Interim Consolidated Statement of Operations            5
        as for the three months ended July 31, 1997
        and 1996 and for the six months ended July
        31, 1997 and 1996............................

      Interim Consolidated Statement of Changes in            6
        Stockholders' Equity as at July 31, 1997.....

      Interim Consolidated Statement of Cash Flows            7
        as of July 31, 1997 and July 31, 1996........

      Notes to Interim Consolidated Financial                 8
        Statements...................................

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR           12
            PLAN OF OPERATION........................

PART II.  OTHER INFORMATION..........................         16

   ITEM 1.  LEGAL PROCEEDINGS........................         16

   ITEM 2.  CHANGES IN SECURITIES....................         16

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF                
            SECURITY HOLDERS.........................         16
                                                              
   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.........         16



<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

                          TREASURY INTERNATIONAL, INC.
                      INTERIM CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                  July 31, 1997
                                  (Unaudited)             January 31, 1997
CURRENT

      Accounts receivable          $689,020                 $812,357
      Inventories (Notes 2 and 4)   457,737                  385,915
      Sundry assets                  46,281                  144,541
      Income taxes receivable            -                     6,182
                                  1,193,038                1,348,995

GOODWILL                          1,835,918                1,835,918

CAPITAL ASSETS (Notes 2 and 5)      662,002                  723,299

ASSETS RELATED TO DISCONTINUED
    OPERATIONS (Note 10)          1,359,857                     -
                                  ---------                  ------

TOTAL ASSETS                     $5,050,815               $3,908,212
                                  =========                =========

                                   LIABILITIES
CURRENT

      Bank indebtedness (Note 6)    $406,284                $394,407
      Accounts payable and accrued 
      liabilities                    978,952               1,018,928
      Current portion of long-term 
      debt                         1,097,812               1,147,812
                                   ---------               ---------
                                   2,483,048               2,561,147

DEFERRED INCOME TAXES                 53,768                  54,161

LONG-TERM DEBT (Note 7)            1,228,063               1,304,461

LIABILITIES RELATED TO DISCONTINUED
OPERATIONS (Note 10)               3,337,595                  -

TOTAL LIABILITIES                 $7,102,474              $3,919,769
                                   =========               =========

                              STOCKHOLDERS' EQUITY
SHARE CAPITAL

  Authorized
   50,000,000 common shares,
   $.0001 par value
   Issued: 16,880,180 common shares        1,688              1,494

 Contributed Surplus at July 31, 1997  2,634,913          1,543,861

DEFICIT                               (4,688,260)        (1,556,912)

TOTAL STOCKHOLDERS' EQUITY            (2,051,659)          ( 11,557)

TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY              $5,050,815         $3,908,212


<PAGE>





                              
                          TREASURY INTERNATIONAL, INC.
                    INTERIM CONSOLIDATED STATEMENT OF DEFICIT
                                   (UNAUDITED)

                              For the Six Months Ended July 31
                                        1997      1996

      Balance, beginning of period $(1,556,912)   $(524,828)

      Net loss for the period       (3,131,348)     (45,432)
                                   ------------   ----------
      Balance, end of period       $(4,688,260)   $(570,260)
                              


<PAGE>


                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


                        For the Three MonthsFor the Six Months
                            Ended July 31      Ended July 31

                           1997     1996     1997      1996
                           ----     ----     ----      ----

REVENUE               $1,732,035  $277,735 $3,393,115  $277,735

COST OF GOODS SOLD     1,503,933   161,297  2,884,529   325,496
                       ---------   -------  ---------  --------

GROSS PROFIT             228,102   116,438    508,586   235,830

EXPENSES

 General and 
 administrative (Note 9) 306,214   168,584  1,122,835   280,165
                        ---------  -------  ---------   -------

LOSS FROM OPERATIONS 
 BEFORE UNDERNOTED 
 ITEMS                   (78,112)  (52,146)  (614,249)  (44,335)

      Financial           31,333         -     64,784        -
      Amortization        36,935       549     74,413    1,097
                          ------   -------     ------   ------
                          68,268       549    139,197    1,097
                          ------   -------    -------   ------

NET LOSS FROM CONTINUED
    OPERATIONS           (146,380)( 52,695)  (753,446) (45,432)

NET LOSS FROM DISCONTINUED
    OPERATIONS (Note 10) (200,562)       -   (282,260)      -

NET LOSS ON DISPOSAL OF
    DISCONTINUED 
    OPERATIONS         (2,095,642)       - (2,095,642)      -              
                        ---------    ------  ---------  -------

NET LOSS               (2,442,584)(52,695) (3,131,348) (45,432)
                        =========  ======   =========   ======

Loss Per Share

 Continued operations     (0.009)   (.004)     (0.046)  (0.003)

 Discontinued operations  (0.139)     -        (0.144)     -
                           -----     ---       ------   -------
                          (0.148)   (.004)     (0.190)  (0.003)
                           =====    =====      ======   =======

Weighted Average Number
 of Common Shares 
 Outstanding          16,466,771 13,973,660  16,466,77 115,144,000
                      ========== ==========  ========= ===========



<PAGE>


                          TREASURY INTERNATIONAL, INC.
                        INTERIM CONSOLIDATED STATEMENT OF
                         CHANGES IN STOCKHOLDERS' EQUITY
                         SIX MONTHS ENDED JULY 31, 1997
                                   (UNAUDITED)



                                        COMMON     PAID-IN   CONTRIBUTED
                                        SHARES     CAPITAL     SURPLUS

Balance - January 31, 1997           14,942,566  $   1,494   $1,543,861

Issued 555,000 common shares for
consulting and public relations 
services                                555,000         56      554,944

Issued 150,000 common shares toward
the purchase price of Silver 925, Inc.  150,000         15      149,985
                                      ---------      -----   -----------

Balance - April 30, 1997             15,647,566      1,565    2,248,790

Issued 500,000 common shares for
consulting and public relations 
services                                500,000         50      111,196

Issued 225,000 common shares toward
the purchase price of Silver 925, Inc.  225,000         22      224,978

Issued 507,614 common shares toward
the reduction of debentures payable     507,614         51       49,949

Balance - July 31, 1997              16,880,180     $1,688   $2,634,913
                                     ==========   ========    =========



<PAGE>


                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED JULY 31, 1997
                                   (UNAUDITED)


                                           July 31, 1997  July 31, 1996
                                           -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES

      Net loss                             $( 3,131,348)      $(45,432)

      Adjustments to reconcile net  
      loss to net cash used in operating
      activities:

      Increase in deferred income taxes            (393)             -
      Amortization                               74,413          1,097
      Decrease (increase) in accounts 
      receivable                                123,337      ( 172,811)
      Decrease in income taxes receivable         6,182              -
      Increase in inventories                   (71,822)     ( 106,767)
      Decrease (increase) in sundry assets       98,260      (     282)
      Decrease in accounts payable             ( 39,976)     (  12,277)
                                              ----------    -----------

NET CASH USED IN OPERATING ACTIVITIES       ( 2,941,347)     ( 336,472)
                                              ----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

      Long-term debt                           (126,398)             -
      Proceeds on issue of common shares      1,091,246        235,500

CASH PROVIDED BY FINANCING ACTIVITIES           964,848        235,500

CASH FLOWS FROM INVESTING ACTIVITIES

      Purchase of capital assets            (    13,116)             -
      Discontinued operations                 1,977,738              -
                                              ----------    -----------

CASH PROVIDED BY INVESTING ACTIVITIES         1,964,622              -
                                              ----------    -----------

DECREASE IN CASH AND SHORT-TERM DEPOSITS
     (BANK INDEBTEDNESS)                    (    11,877)  (    100,972)

CASH AND SHORT-TERM DEPOSITS (BANK
     INDEBTEDNESS), BEGINNING OF PERIOD     (   394,407)       292,611

CASH AND SHORT-TERM DEPOSITS (BANK
     INDEBTEDNESS), END OF PERIOD          $(   406,284)  $    191,639
                                              ==========    ===========


<PAGE>


               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

      The financial  information  for the three and six month periods ended July
31,  1997 and  1996  presented  in this  Form  10-QSB  has  been  prepared  from
accounting  records of Treasury  International,  Inc.  (the  "Company")  without
audit. The information  furnished  reflects all adjustments  (consisting of only
normal recurring adjustments) which are, in the opinion of management, necessary
for a  fair  statement  of the  results  of  interim  periods.  Moreover,  these
financial   statements  do  not  purport  to  contain  complete  disclosures  in
conformity  with  generally  accepted  accounting  principles.  The  results  of
operations  for the  three  months  ended  July  31,  1997  are not  necessarily
indicative of the results to be expected for a full year.  This report should be
read in conjunction with the consolidated  financial  statements included in the
Company's January 31, 1997 Form 10-KSB as filed with the Securities and Exchange
Commission.


1.    Nature of business

     The  Company  is  a  holding  company  which,   through  its   wholly-owned
subsidiaries,  J.J.A.M.P. Treasury International Corp. ("J.J.A.M.P."),  Megatran
Investments  Ltd.  ("Megatran")  and Mega Blow Moulding  Limited  ("Mega Blow"),
distributes  a variety of  consumer  and  industrial  products.  The Company was
incorporated on August 18, 1995 in the State of Delaware.

2.    Summary of significant accounting policies

      (a)  Basis of consolidation

           These consolidated  financial  statements include the accounts of the
           Company and its wholly-owned subsidiaries,  J.J.A.M.P.,  Megatran and
           Mega Blow. The financial  statements of Silver 925,  Inc.,  which the
           Company owned from February 25, 1997 until September 19, 1997 are not
           consolidated with these financial statements.

      (b)  Inventories

           Raw  materials are valued at the lower of cost  (first-in,  first-out
           method) and net  realizable  value.  Finished goods are valued at the
           lower of cost and net realizable  value with cost being determined by
           the retail method.

      (c)  Capital assets

           Capital  assets are recorded at cost less  accumulated  amortization.
           Amortization is provided as follows:
<PAGE>

           Leasehold  improvements    -  straight  line  over  term of  lease
           Machinery  and  equipment  -  20%  diminishing   balance  
           Office equipment           - 20% diminishing balance

      (d)  Revenue recognition

           Revenue  is  generally  recognized  as  customers  are  invoiced  for
           products shipped by the Company.

      (e)  Loss per share

           Loss per share of the Company's  Common Stock (the "Common Stock") is
           calculated based on the weighted average number of shares outstanding
           during the period of 16,466,771.

      (f)  General

           These  financial  statements  have been prepared in  accordance  with
           United States generally  accepted  accounting  principles  (GAAP), as
           they relate to these financial statements.


3.    Business combination

      On  October  30,  1996,  the  Company  acquired  100%  of the  issued  and
      outstanding  common shares of Megatran,  parent  company of Mega Blow. The
      purchase price of $2,863,182  consisted of $1,361,302  cash and $1,501,880
      debentures.


4.    Inventories

                Inventories        July 31, 1997   January 31, 1997
                consist of:                          

                Raw materials      $   195,970      $   151,241
                Packaging               18,229           24,345
                Finished goods         243,538          210,329
                                   -----------      -----------

                                   $   457,737      $   385,915
                                    ==========       ==========

<PAGE>

5.    Capital assets
                                  July 31,                  January
                                    1997                   31, 1997
                     -----------------------------------  ------------
                                 Accumulated    Net           Net
                        Cost     Amortization book value    book value

Leasehold            $    4,191      $1,528      $ 2,663       $ 2,893
improvements
Machinery and         2,452,648   1,839,585      613,063       668,585
equipment
Office equipment        102,514      56,238       46,276        51,821
                     ----------  -----------  ----------- -------------

                     $ 2,559,353 $ 1,897,351    $662,002   $   723,299
                      ==========  ==========  ==========    ==========


6.    Bank indebtedness

      The bank  indebtedness  consists of three  operating  demand  loans in the
      amount of $406,284 which are secured by a registered general assignment of
      book debts and general security agreements of Mega Blow.


7.    Long term debt

      The long-term  debt consists of term loans and three  debentures  payable.
      The term loans are  secured by a  registered  general  security  agreement
      having first charge over all assets  excluding real property of Mega Blow.
      The term loans bear interest at per annum rates varying from 6.47% to bank
      prime plus 1.75%.  One of the three  debentures  in the amount of $500,000
      bears  interest  at a  rate  of  8%  per  annum.  The  remaining  two  are
      interest-free  debentures.  The term loans and  debentures  are payable as
      follows:

                          Term Loans      Debentures      Total

        1998             $   147,185     $ 950,627   $ 1,097,812
        1999                 154,158       250,627       404,785
        2000                 161,594       250,626       412,220
        2001                 169,527             -       169,527
        2002                 177,989             -       177,989
        2003 and              63,542             -        63,542
        following        ------------- ------------  -----------
        
                             873,995     1,451,880     2,325,875
       Less current          147,185       950,627     1,097,812
       portion           ------------  ------------  ------------
        
                        $    726,810  $    501,253  $   1,228,063
                          ===========   ===========   ============


8.    Income taxes

      As of July 31, 1997,  the Company had a net  operating  loss  carryover of
      approximately $2,059,000 expiring in various years through 2013.

<PAGE>

9.    General and administrative expenses

      General and  administrative  expenses include fees paid by the Company for
      consulting and public relations services in the amount of $711,742.


10.   Subsequent transaction and discontinued operations

      On February 26, 1997, the Company acquired all of the outstanding  capital
      stock of Silver 925, Inc.  ("Silver").  On September 19, 1997, the Company
      entered  into an  agreement  with the  former  shareholders  of Silver 925
      pursuant  to which the Company  transferred  all of the shares of Silver's
      capital stock back to the former shareholders. Accordingly, the results of
      Silver are not  consolidated in these  financial  statements and have been
      reported as  discontinued  operations in these financial  statements.  The
      Company has reported an estimated  net loss of  $2,095,642 on the disposal
      of Silver. The net assets of this discontinued  operation have been stated
      at their net carrying  value less the  anticipated  loss on disposal.  The
      revenues from the discontinued  operations of Silver during the six months
      ended July 31, 1997 amount to $293,794.



<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

      The information contained in this Quarterly Report on Form 10-QSB contains
"forward looking statements" within the meaning of Section 27A of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  and  Section  21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Actual results
may materially differ from those projected in the forward looking  statements as
a result of certain risks and uncertainties  set forth in this report.  Although
management believes that the assumptions made and expectations  reflected in the
forward  looking  statements  are  reasonable,  there is no  assurance  that the
underlying  assumptions will, in fact, prove to be correct or that actual future
results will not be different from the expectations expressed in this report.

     Treasury   International,   Inc.  (the   "Company")  is  an   international
manufacturing,   distribution  and  marketing   organization  with  subsidiaries
producing over 500 consumer and industrial products primarily for North American
markets.

      On February 26, 1997, the Company acquired all of the outstanding  capital
stock of Silver 925, Inc. ("Silver"). On September 19, 1997, the Company entered
into an agreement with the former  shareholders  of Silver 925 pursuant to which
the Company  transferred all of the shares of Silver's capital stock back to the
former shareholders.  Accordingly, the results of Silver are not consolidated in
these financial statements and have been reported as discontinued  operations in
these financial statements.

Comparison of the Three Months Ended July 31, 1997 to the Three Months Ended 
July 31, 1996

     During  the  three  months  ended  July 31,  1997 the  Company's  net sales
increased by 524% to  $1,732,035  from  $277,735 for the three months ended July
31, 1996.  This  increase in sales  reflects the inclusion of Mega Blow Moulding
Ltd.  ("Mega Blow") which was acquired in late 1996.  The Company  experienced a
net loss of  $2,442,584  for the three months ended July 31, 1997  compared to a
net loss of $52,695 for the three months ended July 31, 1996. The increased loss
primarily  reflects the loss of $2,296,204 the  discontinued  operations of, and
the costs of disposal of the  discontinued  operations of,  Silver.  The cost of
products  sold by the Company  during the three  months  ended July 31, 1997 was
$1,503,933,  or 87% of sales, up from $161,297,  or 58% of sales,  for the three
months ended July 31, 1997. The increased costs were  attributable to higher raw
material prices and competitive customer pricing strategies.  Sales, general and
administrative  expenses  increased  in the three  months ended July 31, 1997 to
$306,214,  or 18% of sales, compared to $168,584, or 61% of sales, for the three
months ended July 31, 1996. The increase was attributable to expenses related to
the  acquisitions of both Mega Blow and Silver in respect of various  consulting
services and marketing and promotion activities.  The decrease in sales, general
and  administrative  expenses as a  percentage  of sales  reflects the fact that
Silver's sales are included in the three months ended July 31, 1997. The Company
anticipates that sales, general and administrative expenses will decrease in the
next quarter as the Company  will incur fewer  expenses in  connection  with the
Silver divestiture.
<PAGE>

Comparison of the Six Months Ended July 31, 1997 to the Six Months Ended 
July 31, 1996

      During the six months ended July 31, 1997, the Company's  sales  increased
by 504% to $3,393,115  from $561,326 for the six months ended July 31, 1996. The
increase in sales was primarily  attributable  to the  acquisition of Mega Blow.
The Company  experienced a net loss of $3,131,348  for the six months ended July
31,  1997  compared  to a net loss of $45,432  in the six months  ended July 31,
1996.  The increased net loss  principally  reflects the estimated net loss from
discontinued operations relating to the disposition of the Silver of $2,095,642.
The cost of products  sold by the Company was 85% of sales during the six months
ended July 31,  1997,  up from 58% of sales in the three  months  ended July 31,
1996. The increase in the cost of products sold is  attributable  to both higher
raw material prices and labor costs. Sales, general and administrative  expenses
increased  during the six months  ended July 31, 1997 to  $1,122,835,  or 33% of
sales,  compared to $280,165,  or 101% of sales in the six months ended July 31,
1996.


Liquidity and Capital Resources

      The primary  sources of liquidity  for the Company are funds  generated by
operations  and  borrowing  under  the  Company's  loan  agreement.   Additional
information on the loan agreement is described in notes 6 and 7 to the Company's
Interim Consolidated Financial Statements set forth in Part I hereto.

      The  Company's  current  ratio has  declined  to 0.48 as of July 31,  1997
compared to 0.52 as of January 31, 1997. Among other things, the decrease in the
current ratio  reflects a decrease in current  assets.  Current  assets  totaled
$1,193,038  at July 31, 1997  compared to  $1,348,995  at January 31, 1997.  The
decrease in prepaid expenses was offset to some extent by increased  inventories
and  increased  accounts  receivables  during the prior six months.  At July 31,
1997,  the  Company  had no cash or  short-term  deposits,  and current net bank
indebtedness of $406,284.  Accounts receivable totaled $689,020 at July 31, 1997
compared to $812,357 at January 31, 1997.

      As of July 31, 1997, current  liabilities  totaled $2,483,048  compared to
$2,561,147  at January 31,  1997.  At July 31,  1997,  the Company also had term
loans and debentures  specifically incurred to finance the Company's acquisition
of Mega Blow.

      The Company's bank indebtedness of $406,284 is secured by a first priority
lien on the assets of Mega Blow.  The Company  also had  outstanding  $1,451,880
principal  amount of debentures  due as follows:  $950,627 in 1998;  $250,627 in
1999; and $250,626 in 2000. All  debentures are  convertible  into shares of the
Company's  Common Stock the option of the holders.  In the event holders convert
those  debentures,   the  Company's   obligation  to  repay  the  $1,451,880  of
indebtedness  would be eliminated;  however,  there can be no assurance that the
holders of the debentures will so convert the debentures.
<PAGE>

      In August 1995,  the Company  issued  2,750,000  shares of Common Stock to
five private  investors  for an aggregate  cash price of $275,000  pursuant to a
private  placement  offering.  From August  through  November  1995, the Company
issued  1,449,878  shares of Common  Stock for an  aggregate  price of  $724,794
pursuant  to a  private  placement  offering.  Each  of  the  private  placement
offerings was made pursuant to an exemption from  registration  provided by Rule
504 of Regulation D promulgated under the Securities Act.

      In July,  1996, the Company issued 1,000,000 shares of Common Stock to two
individuals for an aggregate cash price of $198,000.  The sales were exempt from
registration pursuant to Regulation S promulgated by the Securities and Exchange
Commission thereunder ("Regulation S").

      In  October,  1996,  the Company  sold 0%  Convertible  Debentures  in the
aggregate  principal  amount of $1,000,000  due October 29, 1997 and October 30,
1999,  respectively.  In the same  month,  the  Company  also  sold an 8% Senior
Subordinated  Convertible  Debenture in the  principal  amount of $500,000,  due
October 29, 1997. As of July 16, 1997, the holder of the 8% Debenture elected to
convert the  outstanding  amount of such  Debenture into shares of the Company's
Common  Stock.  The sales of the  Debentures  were made pursuant to an exemption
from registration provided by Regulation S.

      In three  transactions  on February 20,  March 15 and April 17, 1997,  the
Company  issued  an  aggregate  of  555,000  shares  of  Common  Stock  to three
individuals  in  consideration  for  consulting  and public  relations  services
provided to the Company. On February 25 and April 1, 1997, the Company issued an
aggregate  of 150,000  shares of Common  Stock to three  individuals  in partial
payment  of the  purchase  price  for the  Company's  acquisition  of all of the
capital stock of Silver.  The preceding sales of Common Stock were made pursuant
to an exemption from registration provided for privately-negotiated transactions
under Section 4(2) of the Exchange Act.

      The  Company has a foreign  exchange  rate risk  related to  international
earnings and cash flows. Management anticipates that, in future, the Company may
enter into forward foreign exchange contracts and purchase currency options tied
to  the  economic  value  of  receivables,  payables  and  expected  cash  flows
denominated in non-local foreign currencies should the need arise.

      The Company believes it will generate  sufficient  positive cash flow from
operations  to meet  its  operating  requirements  for the next  twelve  months.
However,  there can be no assurance that the Company will be able to repay those
debentures  which  mature in 1997 if they are not  converted  into shares of the
Company's  Common Stock. If the funds  available  under the Company's  financing
agreements,  together  with  its  current  cash and  each  equivalents,  are not
sufficient to meet the Company's cash needs, the Company may, from time to time,
seek to raise  capital from  additional  sources  including the extension of its
current lending facilities,  project-specific financing and additional public or
private debt or equity financing.



<PAGE>


                           PART II. OTHER INFORMATION


Item 2.  Changes in Securities.


      On May 13, 1997,  the Company issued 500,000 shares of Common Stock to OTC
Communications  in consideration  for consulting and public  relations  services
provided to the Company.  On each of May 1, 1997, June 2, 1997 and July 1, 1997,
the Company issued 75,000 shares of Common Stock to the former  shareholders  of
Silver in partial  consideration  for the Silver shares.  The shares were issued
pursuant to Section 4(2) under the Securities Act. On July 22, 1997, the Company
issued 507,614  shares of Common Stock upon the conversion of $30,000  aggregate
principal amount of the Company's 8% Convertible  Subordinated  Debentures.  The
shares were issued pursuant to Regulation S under the Securities Act.


Item 4.  Submission of Matters to a Vote of Security Holders.

      On   July   30,   1997,   by   written   consent,   the   holders   of   a
majority-in-interest  of the Company's  Common Stock  authorized an amendment to
the  Company's  Certificate  of  Incorporation  pursuant  to which the number of
authorized shares of the Company's Common Stock was increased from 30,000,000 to
50,000,000 shares.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a)  Exhibits.

           27   Financial Data Schedule

      (b)  Reports on Form 8-K.  None.


<PAGE>


                                   SIGNATURES


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


                               TREASURY INTERNATIONAL, INC.



Dated: December 3, 1997             By: /s/ James Hal
                                        James Hal
                                        President




Dated: December 3, 1997             By: /s/ Howard Halpern
                                        Howard Halpern
                                        Principal Financial Officer