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 April 30, 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)       Identification Number)

         7040 Tranmere Drive, Mississauga, Ontario L5S 1L9
             (Address of Principal Executive Offices)

Issuer's Telephone Number, Including Area Code:  905-673-1700 

                              N/A
       (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:
15,647,566 shares of Common Stock, par value $.0001 per share
were outstanding as of April 30, 1997.

<PAGE>

                                     INDEX

                                                             PAGE
Part I.  FINANCIAL INFORMATION.......................         3

   Item 1.  Financial Statements.....................         3

      Interim Consolidated Balance Sheet as of
        April 30, 1997 and January 31, 1997..........         3

      Interim Consolidated Statement of Deficit as
        of April 30, 1997 and April 30, 1996.........         5

      Interim Consolidated Statement of Operations
        as of April 30, 1997 and April 30, 1996......         6

      Interim Consolidated Statement of Changes in
        Shareholders' Equity as at April 30, 1997....         7

      Interim Consolidated Statement of Cash Flows
        as of April 30, 1997 and April 30, 1996......         8

      Notes to Interim Consolidated Financial
        Statements...................................         10

   Item 2.  Management's Discussion and Analysis or
            Plan of Operation........................         13

Part II.  OTHER INFORMATION..........................         18

   Item 2.  Changes in Securities....................         18

   Item 6.  Exhibits.................................         18


                                      -2-
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1. Financial Statements

                  TREASURY INTERNATIONAL, INC.
              INTERIM CONSOLIDATED BALANCE SHEET

                              ASSETS

                                       April 30,      January 31,
                                         1997           1997
                                      (Unaudited)
CURRENT
   Cash and short-term deposits$            -         $    -
   Accounts receivable                 2,487,021        812,357
   Inventories (Notes 2 and 4)         2,561,123        385,915
   Sundry assets                          37,113        144,541
   Income taxes receivable                  -             6,182
                                      ----------     ---------- 
                                       5,085,257      1,348,995

GOODWILL                               3,417,229      1,835,918

CAPITAL ASSETS (Notes 2 and 5)           911,835        723,299
                                      ----------     ----------
TOTAL ASSETS                        $  9,414,321    $ 3,908,212
                                    ============    ===========
                                    

                            LIABILITIES

CURRENT
   Bank indebtedness (Note 6)       $  1,839,980    $   394,407
   Accounts payable
      and accrued liabilities          2,915,896      1,018,928
   Current portion of long-
      term debt                        1,397,812      1,147,812
   Income tax payable                    267,712           -    
                                       ---------      ---------
                                       6,421,400      2,561,147

DEFERRED INCOME TAXES                    118,699         54,161

LONG-TERM DEBT (Note 7)                2,869,543      1,304,461
                                       ---------      ---------
TOTAL LIABILITIES                      9,409,642      3,919,769
                                       ---------      ---------
                                        
                                      -3-
<PAGE>

                       STOCKHOLDERS' EQUITY
SHARE CAPITAL
    Authorized
       30,000,000 common shares
       at $.0001

   Issued
       15,647,566 common shares             1,565          1,494
       Contributed surplus at                         
       April 30, 1997                   2,248,790      1,543,861

DEFICIT                               (2,245,676)     (1,556,912)
                                      -----------     -----------  
TOTAL STOCKHOLDERS' EQUITY                 4,679      (   11,557)
                                      -----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                              $  9,414,321      $ 3,908,212
                                    ============      ===========


                                      -4-
<PAGE>


                    TREASURY INTERNATIONAL, INC.
             INTERIM CONSOLIDATED STATEMENT OF DEFICIT
                 THREE MONTHS ENDED APRIL 30, 1997
                            (UNAUDITED)

                                      April 30,      April 30,
                                         1997           1996

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

Net income (loss) for the period    (   688,764)         7,263 
                                  -------------  --------------
Balance, end of period            $ ( 2,245,676) $ (   517,565)
                                  ============== ==============


                                      -5-
<PAGE>

                   TREASURY INTERNATIONAL, INC.
           INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                 THREE MONTHS ENDED APRIL 30, 1997
                            (UNAUDITED)

                                     April 30,      April 30,
                                       1997           1996

REVENUE                           $   1,849,916   $    283,591

COST OF GOODS SOLD                    1,512,780        164,199
                                  -------------   ------------
GROSS PROFIT                            337,136        119,392
                                  -------------   ------------
EXPENSES

    General and administrative          928,614        111,581
                                  -------------   ------------
INCOME (LOSS) FROM OPERATIONS
before undernoted items                (591,478)         7,811
                                  -------------   ------------
    Financial                            55,677           -
    Amortization                         41,609            548
                                  -------------   ------------
    Income before income taxes             -             7,263

    Income taxes                           -             1,380
                                  -------------   ------------
    Income before undernoted item          -             5,883

    Income tax reduction arising
    from loss carryforward                 -             1,380
                                  -------------   ------------
                                         97,286           -     
                                  -------------   ------------
NET INCOME (LOSS)                 $    (688,764)  $      7,263
                                  ==============  ============

Loss per share                    $       (0.04)  $     0.0006
                                  ==============  ============

Weighted average number of common
shares outstanding                   15,345,899     12,223,690
                                  ==============  ============


                                      -6-
<PAGE>


                   TREASURY INTERNATIONAL, INC.
 INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       AS AT APRIL 30, 1997
                            (UNAUDITED)


                              COMMON          PAID-IN    CONTRIBUTED
                              STOCK           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
                             ==========     =========   ==========




                                      -7-
<PAGE>

                   TREASURY INTERNATIONAL, INC.
           INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                 THREE MONTHS ENDED APRIL 30, 1997
                            (UNAUDITED)

                                          April 30,      April 30,
                                             1997           1996
Cash flows from operating activities

    Net loss (income)                   $(  688,764)     $   7,263

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

    Increase in deferred income taxes        64,538           -
    Amortization                             41,609            548
    Increase in accounts receivable     ( 1,674,664)    (   66,050)
    Decrease in income taxes
       receivable                             6,182
    -
    Increase in inventories             ( 2,175,208)    (   23,473)
    Decrease (increase) in sundry
       assets                               107,428     (      301)
    Increase (decrease) in accounts
       payable                            1,896,968     (    7,458)
    Increase in income taxes payable        267,712           - 
                                        -----------     -----------   
Net cash used in operating activities   ( 2,154,199)    (   89,471)
                                        -----------     -----------
Cash flows from financing activities

    Long-term debt                        1,815,082           -
    Proceeds on issue of
       common shares                        705,000           -
                                        -----------     -----------    
Cash provided by financing activities     2,520,082           -    
                                        -----------     -----------
Cash flows from investing activities

    Goodwill                            (1,581,311)
    Purchase of capital assets            (230,145)           -    
                                        ----------      -----------

                                      -8-

<PAGE>

Cash used for investing activities     ( 1,811,456)           - 
                                       -----------     -----------
   
Decrease in cash and short-term
    deposits (Bank indebtedness)       ( 1,445,573)    (   89,471)

Cash and short-term deposits
    (Bank indebtedness),
    beginning of period                (   394,407)       292,611 
                                       -----------     ----------
Cash and short-term deposits
    (Bank indebtedness),
    end of period                     $( 1,839,980)   $   203,140 
                                      =============   ===========



                                      -9-
<PAGE>

                   TREASURY INTERNATIONAL, INC.
        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                       AS AT APRIL 30, 1997
                            (UNAUDITED)

      The financial  information  for the three month periods ended
April 30,  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  which are, in the opinion of management,
necessary   for  a  fair   statement  of  the  results  of  interim
periods.  The  results of  operations  for the three  months  ended
April 30,  1997 are not  necessarily  indicative  of the results to
be expected  for a full year.  The  consolidated  balance  sheet as
of  January  31,  1997  has been  derived  from  audited  financial
statements.  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

      Treasury  International,  Inc.  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"),  Mega Blow Moulding Limited ("Mega Blow")
      and   Silver   925,   Inc.   ("Silver"),   manufactures   and
      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, Mega Blow and Silver.

(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.


                                      -10-
<PAGE>

(c)   Capital assets

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

      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 is  calculated  based on the weighted  average
      number of the Company's common stock,  $0.0001 par value (the
      "Common Stock") outstanding during the period of 15,345,899.

(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  debentures of  $1,501,880.  In February
      1997,   the   Company   acquired   100%  of  the  issued  and
      outstanding  common shares of Silver.  The purchase  price of
      $2,000,000  is  payable  in  five  annual   installments   of
      $400,000,  with each installment payable 90% in the Company's
      Common Stock and 10% in cash.

                                      -11-
<PAGE>

4.    Inventories
                                          April 30,     January 31,
    Inventories consist of:                  1997        1997  

    Raw materials                       $   253,691       $ 151,241
    Packaging                                26,218          24,345
    Finished goods                        2,281,214         210,329
                                        -----------       ---------
                                         $2,561,123       $ 385,915
                                        ===========       =========


5.    Capital assets
                                           April 30,            January 31,
                                             1997                 1997
                          ------------------------------------- -----------     
                          Accumulated                   Net       Net
                             Cost       Amortization Book Value  Book Value
                          -----------   ------------ ----------  ----------
Leasehold improvements   $  102,350     $   33,491   $  68,859   $  2,893
Machinery and equipment   2,451,793      1,805,059     646,734    668,585
Office equipment            441,707        245,465     196,242     51,821
                          -----------   ------------ ----------  ----------  
                         $2,995,850     $2,084,015   $ 911,835   $723,299

6.    Bank indebtedness

      The bank  indebtedness  includes four operating  demand loans
      in  the  amount  of   $1,727,028   which  are  secured  by  a
      registered  general  assignment  of book  debts  and  general
      security agreements of Mega Blow and Silver.


7.    Long term debt

      The long-term debt consists of term loans,  three  debentures
      payable and the balance of the  installment  payments  due on
      the  purchase  of  Silver.  The term  loans are  secured by a
      registered  general security agreement having first lien over
      all assets  excluding  real  property of Mega Blow.  The term
      loans  bear  interest  at rates  varying  from  6.47% to bank
      prime plus 1.75%.  One of the three  debentures in the amount
      of  $500,000 is subject to 8%  interest.  The  remaining  two
      are  interest-free  debentures.  The term  loans,  debentures
      and balance of the  installment  payments due on the purchase
      of Silver are payable as follows:

                                      -12-
<PAGE>

                                        Balance due on
                                          purchase of
            Term Loans   Debentures    Silver 925, Inc.       Total
            ----------   ----------    ----------------    ----------
1998        $ 147,185     $1,000,627        $ 250,000      $1,397,812

1999          154,158        250,627          400,000         804,785

2000          161,594        250,626          400,000         812,220

2001          169,527            -            400,000         569,527

2002          177,989            -            400,000         577,989

2003 and
following     105,022            -               -            105,022
             --------    -----------        ---------       ---------
              915,475      1,501,880        1,850,000       4,267,355

Less current portion

              147,185      1,000,627          250,000       1,397,812
             --------    -----------        ---------       ---------
           $  768,290     $  501,253       $1,600,000      $2,869,543
           ==========    ===========       ==========      ==========


8.    Income taxes

      As of April 30, 1997,  the Company had a net  operating  loss
      carryover of  approximately  $ 1,944,000  expiring in various
      years through 2013.


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 $ 612,995.


ITEM 2. Management's Discussion and Analysis or Plan of Operation.

      The  information  contained  in  this  Item  2,  Management's
Discussion  and Analysis or Plan of  Operation,  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


                                      -13-
<PAGE>

(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.

      The Company is an international  manufacturing,  distribution
and  marketing  company  with  subsidiaries  producing  over  3,000
consumer  and  industrial  products  primarily  for North  American
markets.   Once  solely  an   international   distributor   of  225
consumer  products,  the  Company's  acquisition  of Mega Blow more
than  doubled  annual  sales to over $2 million for the fiscal year
ended January 31, 1997.  With the  acquisition of Silver,  on a pro
forma basis,  the Company  projects  significantly  higher revenues
for the fiscal year ending January 31, 1998.

Comparison of the Three Months Ended April 30, 1997
---------------------------------------------------
to the Three Months Ended April 30, 1996.
-----------------------------------------

      During the three  months  ended April 30, 1997 the  Company's
net sales  increased  by 552% to  $1,849,916  from  $283,591 in the
three  months ended April 30,  1996.  The Company  acquired all the
common  shares of Silver in  February  1997 and,  accordingly,  the
increase  in net sales  reflects  the  inclusion  of Silver for the
two months  ended April 30,  1997.  The Company  experienced  a net
loss  of  $688,764  for the  three  months  ended  April  30,  1997
compared to net income of $7,263 for the three  months  ended April
30, 1996.  The net loss is  attributable  to increased  general and
administrative  expenses  which  included  $612,995 for  consulting
and   public   relations   services   related   to  the   Company's
acquisition  of Silver.  The cost of  products  sold by the Company
was 82% of sales during the three  months ended April 30, 1997,  up
from 58% of sales in the three  months  ended April 30,  1996.  The
increase  is   attributable  to  higher  raw  material  prices  and
competitive  customer  pricing  strategies.  The  Company  believes
that raw  material  prices  will remain  relatively  steady for the
next  quarter  and  that,   based  upon  price  and  quality,   its
subsidiaries'  products  remain  competitively  priced.  Operating,
general and  administrative  expenses increased in the three months


                                      -14-
<PAGE>

ended  April 30,  1997 to  $928,614  or 50% of sales,  compared  to
$111,581  or 39% of sales,  in the  three  months  ended  April 30,
1996.  The  increase is  attributable  to  expenses  related to the
acquisitions  of Silver  in  respect  of  consulting  services  and
marketing and promotion activities.


Liquidity and Capital Resources.
--------------------------------

      The primary  sources of  liquidity  for the Company are funds
generated by operations  and  borrowings  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.

      Current assets totaled  $5,085,257 at April 30, 1997 compared
to  $1,348,995  at January 31, 1997.  The increase is  attributable
to the  inclusion  of the  current  assets of Silver.  At April 30,
1997 and January 31, 1997,  the Company had no cash and  short-term
deposits.  Accounts  receivable  totaled  $2,487,021  at April  30,
1997  compared  to  $812,357  at  January  31,  1997,  an  increase
principally   reflecting  the  growth  in  the  Company's  business
activities upon the acquisition of Silver.

      As of April 30, 1997, current  liabilities totaled $6,421,400
compared  to  $2,561,147  at January  31,  1997.  The  increase  is
attributable to the inclusion of Silver's  current  liabilities and
higher  levels  of trade  payables  reflecting  business  growth as
well  as  current  bank   indebtedness   incurred  to  finance  the
acquisition of Silver and accounts receivable.

      As of April 30, 1997,  Mega Blow had  outstanding  $1,839,980
in current  bank  indebtedness  compared  with  $394,407 at January
31,  1997,  such  increase  reflecting  borrowings  to finance  the
acquisition  undertaken by the Company.  The  Company's  $1,839,980
in bank debt is secured by a first  priority  lien on the assets of
Mega Blow and Silver in addition to the  personal  guarantee of the
Company's  president.  The Company also has outstanding  $1,501,880
principal  amount  of  debentures  due as  follows:  $1,000,627  in
1998;  $250,627 in 1999;  and $250,626 in 2000.  All debentures are
convertible  into Common  Stock of the Company at the option of the
holder.  In  the  event  holders  convert  these  debentures,   the
Company's  obligation  to  repay  the  $1,501,880  of  indebtedness

                                      -15-
<PAGE>

would be  eliminated;  however,  there can be no assurance that the
holders of the debentures will so convert the debentures.

     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 of
the  Securities  Act  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.

      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.  If the funds  available  under

                                      -16-
<PAGE>

the  Company's  financing  agreements,  together  with its  current
cash  and  cash  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 financings.





                                      -17-
<PAGE>

                    PART II. OTHER INFORMATION

Item 2.  Changes in Securities.

      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.

Item 6.    Exhibits and Reports on Form 8-K

      (a)  Exhibits

      (b)  Reports  on Form  8-K.  During  the three  month  period
           ended April 30, 1997,  the Company  filed the  following
           report on Form 8-K:

           On March 17,  1997,  the Company  filed a report on Form
           8-K  reporting on Item 2 that it had acquired all of the
           outstanding stock of Silver 925, Inc.


                                      -18-
<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.


                                    /s/ James Hal
Dated: August 1, 1997          By___________________________
                                 James Hal, President



                                    /s/ Howard Halpern
Dated: August 1, 1997          By___________________________
                                 Howard Halpern, Principal
                                 Financial Officer




                                      -19-

<PAGE>