UNITED STATES
                       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, 1999

                                       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.
                 (Name of Small Business Issuer in Its Charter)

                Delaware                                  98-0160284
---------------------------------------------   --------------------------------
(State or Other Jurisdiction of Incorporation  (IRS Employer Identification No.)
  or Organization)

                       1081 King St., E 2nd Floor
                           Kitchener, Ontario            N2G 2N1
               ----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

 -------------------------------------------------------------------------------
(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
         -------                 ------

         As of July 31, 1999, 93,320,677 shares of the registrant's common stock
were outstanding.

         The aggregate  market value of the voting stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of July 30, 1999 was $6,746,889.




<PAGE>1


PART I Financial Information
ITEM 1.  Financial Statements   TREASURY INTERNATIONAL, INC.

ACCOUNTANTS' REVIEW REPORT


                                                 1183 Finch Ave.West, Suite 305
                                                 Toronto, Ontario  M3T 2G2
       CHARTERED ACCOUNTANTS                     Phone:  (416) 663-7521
                                                 Fax:     (416) 663-1546



Board of Directors and Shareholders
Treasury International, Inc.

We have reviewed the accompanying interim consolidated balance sheet of Treasury
International,  Inc. as at July 31, 1999 and interim consolidated  statements of
operations  and cash flows for the six month  period then ended,  in  accordance
with  statements on standard for  accounting and review  services  issued by the
American Institute of Certified Public Accountants.  All information included in
these  interim  consolidated  financial  statements  is  the  representation  of
management of Treasury International, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally  accepted audit  standards,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to be in conformity with generally accepted accounting principles.


                                                  BROMBERG & ASSOCIATE
                                                  CHARTERED ACCOUNTANTS




TORONTO, CANADA
NOVEMBER 19, 1999

<PAGE>2


                          Treasury International, Inc.
                       Interim Consolidated Balance Sheet
                               As at July 31, 1999
                                   (Unaudited)

                                     ASSETS

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

                                                                              July 31, 1999          January 31, 1999
                                                                             ----------------       -----------------

Current
       Bank                                                                   $         -            $         19,956
       Accounts Receivable                                                            262,516                 850,000
       Due from Wexcap Group                                                            3,000                       -
       Sundry Assets                                                                   16,404                   3,098
                                                                              ----------------       -----------------
       TOTAL CURRENT ASSETS                                                           281,920                 873,054

Promissory Note Receivable (Note 3)                                                 3,990,000               4,000,000

goodwill (Notes 2b  & 4)                                                              384,214                       -

Research and development costs (Note 2c & 5)                                           52,770                       -

capital assets (Notes 2d & 6)                                                          13,394                   6,935
                                                                             -----------------      ------------------
TOTAL ASSETS                                                                  $     4,722,298        $      4,879,989
                                                                             =================      ==================

                                   LIABILITIES

Current Liabilities
       Bank Indebtedness                                                      $       28,620         $              -
       Account Payable and Accrued Liabilities                                        85,450                   83,807
       Current portion of long-term debt (Note 7)                                  1,240,602                1,240,602
                                                                              -----------------      -----------------
                                                                                    1,354,672               1,324,409
       Notes Payable (Note 8)                                                         285,180                       -
                                                                              -----------------      -----------------
TOTAL LIABILITIES                                                             $     1,639,852        $      1,324,409
                                                                              -----------------      -----------------
                              SHAREHOLDERS' EQUITY

SHARE CAPITAL
       Authorized
              100,000,000 common shares
       Issued
              93,320,677 common shares
                                                                                        9,332                   8,832

CONTRIBUTED SURPLUS (Note 10)                                                       4,746,576               4,455,076

DEFICIT (Note 11)                                                                  (1,673,462)               (908,328)
                                                                              -----------------      -----------------
                                                                                    3,082,446               3,555,580
                                                                              -----------------      -----------------
 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                                     $     4,722,298         $     4,879,989
                                                                              =================      =================

<PAGE>3



                          Treasury International, Inc.
                    Interim Consolidated Statement of Deficit
                         Six Months Ended July 31, 1999
                                   (Unaudited)



                                                                                July 31, 1999          July 31, 1998
                                                                              -----------------      ------------------

       Balance, Beginning of Period                                                 ($908,328)           ($2,975,167)

       Adjustment to Selling Price of Mega Blow Mouldings Limited (Note 11)         ($850,000)                     -

       Net (Income) Loss for the Period                                                84,866               (189,595)
                                                                              -----------------      -----------------
        Balance, End of Period                                                    ($1,673,462)           ($3,164,762)
                                                                              =================      =================




<PAGE>4


                          Treasury International, Inc.
                  Interim Consolidated Statement of Operations
                        Three Months Ended July 31, 1999
                                   (Unaudited)



                                                                                 July 31,1999            July 31,1998
                                                                              -----------------      ----------------

REVENUE From Operations                                                       $        83,350        $     920,374

MANAGEMENT FEE INCOME                                                                  23,333                    -

Interest and Penalty Income                                                           251,097                    -
                                                                             -----------------      -----------------
 TOTAL INCOME                                                                         357,780                -

COST OF GOODS SOLD                                                                     74,262              909,459
                                                                             -----------------      -----------------
GROSS PROFIT                                                                          283,518               10,915

EXPENSES

       General and administrative                                                     133,254              207,295
                                                                             -----------------      -----------------
INCOME (LOSS) FROM OPERATIONS BEFORE UNDER NOTED ITEM                                 150,264             (196,380)

       Interest Expense                                                                 4,419               15,018
                                                                             -----------------      -----------------

NET INCOME (LOSS)                                                             $       145,845       $     (211,398)
                                                                              ================      =================

Income (Loss) per Share                                                                0.0002               (0.004)
                                                                              ================      =================
Weighted Average Number of Common Shares Outstanding                               91,540,103           48,716,510
                                                                              ================      =================



<PAGE>5


                          Treasury International, Inc.
                  Interim Consolidated Statement of Operations
                         six months Ended July 31, 1999
                                   (Unaudited)



                                                                                  July 31,1999           July 31,1998
                                                                                ---------------       ---------------

REVENUE From Operations                                                         $      83,350         $  2,028,737

MANAGEMENT FEE INCOME                                                                  23,333                    -

Interest and Penalty Income                                                           251,097                    -
                                                                                ---------------       ---------------

TOTAL INCOME                                                                          357,780            2,028,737
                                                                                ---------------       ---------------
 COST OF GOODS SOLD                                                                    74,262            1,833,049
                                                                                ---------------       ---------------
 GROSS PROFIT                                                                         283,518              195,688
                                                                                ---------------       ---------------


EXPENSES

       General and administrative                                                     194,233              380,032
                                                                                ---------------       ---------------

INCOME (LOSS) FROM OPERATIONS BEFORE UNDER NOTED ITEM                                  89,285             (184,344)
       Interest Expense                                                                 4,419               51,149
                                                                                ---------------       ---------------
  NET INCOME (LOSS)                                                              $     84,866         $   (235,493)
                                                                                ===============       ===============
Income (Loss) per Share                                                                0.0001               (0.005)
                                                                                ===============       ===============
Weighted Average Number of Common Shares Outstanding                               91,540,103           48,716,510
                                                                                ===============       ===============

</TABLE>

<PAGE>6


                          TREASURY INTERNATIONAL, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                         SIX MONTH PERIOD JULY 31, 1999
                                   (UNAUDITED)


<TABLE>
<S>                                                    <C>                   <C>               <C>
                                                             COMMON              PAID-IN            CONTRIBUTED
                                                             SHARES              CAPITAL              SURPLUS
                                                          ---------------      -------------     --------------------

Balance-January 31, 1999                                     88,320,677        $      8,832      $      4,455,076

Issued 1,800,000 shares of common stock for cash              1,800,000                 180                99,820
consideration of $100,000

Issued 3,200,000 shares of common stock for all of            3,200,000                 320               191,680
the outstanding issued shares of Compelis Corporation
(formerly Pioneer Media Group)
                                                          ---------------      -------------     --------------------
 Balance-July 31, 1999                                       93,320,677        $      9,332      $      4,746,576
                                                          ===============      =============     ====================

</TABLE>


<PAGE>7


                          Treasury International, Inc.
                  Interim Consolidated Statement of cash flows
                         Six Months Ended July 31, 1999
                                   (Unaudited)

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

                                                                                  July 31,1999          July 31,1998
                                                                                 ---------------       ---------------
Cash flows from operating activities

       Net income (loss)                                                         $       84,866       $   (235,493)

       Adjustment to reconcile net income (loss) to net cash used in operating
       activities

       Amortization                                                                      10,677            114,379

       (Increase) decrease in accounts receivable                                      (262,516)           168,642

       Increase in amount due from Wexcap Group                                          (3,000)                 -

       Increase in inventories                                                                -            (15,801)

       Increase (decrease) in sundry assets                                             (13,306)            48,555

       Increase (decrease) in accounts payable                                            1,643           (177,873)
                                                                                 ----------------      ---------------

Net cash used for operating activities                                                 (181,636)           (97,591)
                                                                                 ----------------      ---------------
Cash flows from financing activities

       Promissory note receivable                                                        10,000                  -
       Notes payable                                                                    285,180                  -
       Long-term debt                                                                         -            (79,595)
       Proceeds on issue of common shares                                               292,000            132,265
                                                                                 ----------------      ---------------

       Cash provided by financing activities                                            587,180             52,670
                                                                                 ----------------      ---------------
Cash flows from investing activities

       Goodwill                                                                        (388,810)                 -
       Research and development costs                                                   (57,566)                 -
       Purchase of capital assets                                                        (7,744)            (9,846)
                                                                                 ----------------      ---------------
Cash used for investing activities                                                     (454,120)            (9,846)
                                                                                 ----------------      ---------------
 Increase in bank indebtedness                                                          (48,576)           (54,767)

Bank balance (indebtedness), beginning of period                                         19,956           (492,012)
                                                                                 ----------------      ---------------
Bank indebtedness, end of period                                                       ($28,620)        $ (546,779)
                                                                                 ================      ===============


</TABLE>

<PAGE>8


                          TREASURY INTERNATIONAL, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               AS AT JULY 31, 1999

The financial information for the six-month periods ended July 31, 1999 and 1998
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 six  months  ended  July 31,  1999 are not
necessarily  indicative  of the  results to be  expected  for a full  year.  The
consolidated  balance sheet as of January 31, 1999 has been derived from audited
financial  statements.  This  report  should  be read in  conjunction  with  the
consolidated  financial statements included in the Company's Form 10-KSB for the
Fiscal Year Ended  January 31, 1999, as filed with the  Securities  and Exchange
Commission.


1.   Nature of business

     Treasury International,  Inc. is a holding company which through its wholly
     owned subsidiary,  Compelis Corporation,  is involved in the development of
     E-Commerce and Web-enabled databases.

2.   Summary of significant accounting policies

          a)   Basis of consolidation


               These consolidated  financial  statements include the accounts of
               the company and the  revenues  and  expenses of its  wholly-owned
               subsidiary,  Compelis Corporation,  from May 7, 1999, the date of
               acquisition, to July 31, 1999.

          b)   Goodwill

               The goodwill  arises on the purchase of common shares of Compelis
               Corporation.  Amortization  is provided on a straight  line basis
               over a twenty year period.

          c)   Research and development costs

               The  research  and  development  costs relate to the work done in
               developing an e-commerce  software  package and an Internet point
               of sale package, together with database development. Amortization
               is provided on a straight line basis over a three year period.

          d)   Capital assets

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

              Office equipment         -  20% diminishing balance
              Computer equipment       -  30 % diminishing balance
              Leasehold improvements   -  term of lease

<PAGE>9


          e)   Revenue Recognition

               Revenue is  recognized  when  customers are invoiced for products
               shipped by the company.

          f)   Income per share

               Income  per share is  calculated  based on the  weighted  average
               number of shares outstanding during the period of 91,540,103.

          g)   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.   Promissory Note Receivable

     The  promissory  note  receivable  arose  on  the  sale  of  the  company's
     subsidiary, Mega Blow Moulding Limited on November 30, 1998.

     Further to an Addendum to the Stock  Purchase  Agreement  dated November 5,
     1999,  the company agreed to extend the due date of the note to January 31,
     2000.

4.   Goodwill

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

                                         July 31, 1999                                     January 31, 1999
                -----------------------------------------------------------------       ---------------------
                                           Accumulated               Net book                 Net book
                     Cost                  Amortization               value                    value
                ----------------        -------------------       ---------------       ---------------------

                   $388,810                   $4,596                $ 384,214                   $ -
                ================        ===================       ===============       =====================
</TABLE>


5.     Research & Development Costs
<TABLE>
     <S>                       <C>                           <C>                 <C>

                                 July 31, 1999                                    January 31, 1999
       ------------------------------------------------------------------       ---------------------
                                   Accumulated               Net book                 Net book
             Cost                  Amortization               value                    value
       ------------------       -------------------       ---------------       ---------------------

            $57,566                   $4,796                  $ 52,770                 $ -
       ==================       ===================       ===============       =====================
</TABLE>


6.       Capital assets

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

                                                          July 31, 1999                          January 31, 1999
                                        ---------------------------------------------------    ---------------------
                                                            Accumulated         Net book             Net book
                                            Cost            Amortization          value               value
                                        --------------    -----------------    ------------    ---------------------

      Office equipment                      $21,715              $12,073         $ 9,642                $6,935
      Computer equipment                     16,406               12,881           3,525                     -
      Leasehold improvements                  1,407                1,180             227                     -
                                        --------------    -----------------    ------------    ---------------------

                                            $39,528              $26,134         $13,394                $6,935
                                        ==============    =================    ============    =====================
</TABLE>

<PAGE>10

7.   Current portion of long-term debt

     The  current  portion of  long-term  debt is owed to the  company's  former
     subsidiary Mega Blow Moulding Limited.

8.   Notes payable

     The notes payable consist of the following:

       Due Date                                Principal Amount   Interest Rate
                                               -----------------  -------------
       September 30, 1999                            $34,000           12%
       December 31, 1999                              $8,160           12%
       December 31, 1999                             $52,020           15%
       July 15, 2000                                 $40,000           15%
       July 31, 2000                                $100,000           15%
       July 20, 2005                                 $51,000           12%
                                               ----------------
       Total

9.   Income taxes

     As at July 31,  1999,  the company had a net  operating  loss  carryover of
     approximately $2,538,000 expiring in various years through 2014.

10.  Contributed surplus

     Contributed  surplus  represents the premium paid on the issuance of common
     shares.

11.  Adjustment to selling price of Mega Blow Moulding Limited

     Results from an  adjustment  to the November 30, 1998 selling  price of the
     Company's  subsidiary,  Mega  Blow  Moulding  Limited  from  $5,100,000  to
     $4,250,000.

<PAGE>11


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

Overview

     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 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 is an asset management  company in the business of acquiring other
organizations  and  thereby  creating  resultant  synergies,  enhanced  business
development  opportunities and strengthened  management structures for its other
business assets.

     On November 30, 1998,  Treasury sold its only  operating  subsidiary,  Mega
Blow Mouldings Limited ("MBML").  The Company received a non-refundable  deposit
of  $250,000,  a  Promissory  Note  ("Note")  of  $4,000,000  and the release of
Treasury as guarantor  for MBML's debt at the Royal Bank of Canada.  On November
5, 1999 the Company  extended the due date of the promissory note to January 31,
2000. In exchange for this extension the Company will book a payment on the note
in the amount of $1,394,266  and apply this against the current  portion of long
term debt shown as a  liability  on the  Company's  Balance  Sheet.  Further the
Company will receive its release as a third party  guarantor  for MBML's debt at
the Royal Bank of Canada.

     On May 7, 1999,  Treasury  completed  the  purchase of Pioneer  Media Group
("Pioneer"), a company that provides technology based marketing solutions (print
and Internet catalogs and end to end e-commerce enterprise  solutions),  digital
asset  management and creative  design for business to business  communications.
Pioneer  is also  involved  in the  development  of  Internet  based  enterprise
commerce  solutions that allow companies to link their trading  partners as well
as  integrate  internal  applications  on a variety of networks  and  platforms.
Further,  Pioneer's  internet-based hosted applications and web-enabled industry
databases for  manufacturers,  distributors  and retailers  drive down the total
cost of technology ownership and support.

     Pioneer  has  built  a   proprietary   database   of  product   information
representing over 300 of the leading manufacturers of industrial products.  From
this  database,  Pioneer  publishes  print,  CD-ROM and Internet  based  catalog
solutions for its industrial  customers located across Canada.  Pioneer receives
and reproduces information for the database,  using the latest technology tools,
in the format required for the target publishing  media.  Pioneer is responsible
for the maintenance of the electronic  information and the output  applications.
All printing and CD replication  is outsourced  through third party sources with
Pioneer providing all pre-press and authoring services.

     Pioneer also builds dynamic web sites which enable Internet users to access
the information available from a company's print catalog. Efficiencies are built
into the publishing process using a single database to serve information to each
publishing  media.  Management  believes  that the  strength  of  Pioneer is its
ability  to  provide  customers  with a complete  end-to-end  print,  CD-ROM and
Internet   publishing   solution.   Pioneer's  current  target  markets  include
distributors and manufacturers of industrial,  maintenance repair and operation,

<PAGE>12


fastener, fluid power, power transmission,  electrical,  plumbing,  occupational
health and safety products.

     During the next 12 to 24 months, Treasury intends to continue its expansion
goals. The Company's acquisition strategy includes the following objectives:  i)
gain strategic position for its subsidiaries, ii) improve asset productivity and
iii) improve  growth  potential in both emerging  technologies  and key targeted
vertical market sectors. To increase its future  subsidiaries' market share, the
Company  will seek to acquire key  competitors  or  companies  having  important
products and synergies with existing company operations.  Present operations are
also planned to be  streamlined  in order to reduce costs during this  important
growth phase.

     The Company's  management is developing a business plan that summarizes its
business  strategy.  The plan details the Company's  entry into new and emerging
e-commerce   initiatives   through  Compelis   Corporation,   its  wholly  owned
subsidiary.  Management  believes  the future  for  Treasury  is its  ability to
capitalize  on emerging  technologies  that link trading  partners in end to end
enterprise commerce solutions.

Subsequent Events

     On November 1, 1999 the Company launched its web site  www.compelis.com  to
attract new  business  and inform  interested  parties  about these  intiatives.
Further the Company plans to launch its Industrial Portal  www.commerceIS.com in
late  November.  This web site will host  product  information  from the leading
industrial product  manufacturers to give Compelis a strategic  advantage in the
evolution of e-commerce  and  e-business  for the  Industrial  Supply ("IS") and
Maintenance  Repair and Operations  ("MRO") markets.  Compelis will maintain its
proprietary databases and provide access through subscription in order to reduce
the total cost of ownership and support for implmenters of these technologies.

     The  following   discussion   should  be  read  in  conjunction   with  the
Consolidated Financial Statements of the Company included in this report.


(1)  INTERIM PERIODS
     Result of Operations
     For the three months ended July 31, 1999.


     During the three months  period  ended July 31, 1999 the Company  generated
total income of $357,780.  The sale of products and services contributed $83,350
and  $274,430  came from  Management  Fee Income and form  Interest  and Penalty
Income charged to the purchasers of the Company's  former  operating  subsidiary
Mega Blow Mouldings Ltd. ("MBML"). The sale of MBML, formerly the Company's only
operating subsidiary, resulted in a revenue decrease from $2,028,737 at July 31,
1998 to $357,780 at July 31, 1999.

     Operating  expenses  declined 51% to $194,233  during the reporting  period
which reflects the streamlining of operations plus the sale of MBML. Principally
this  amount is the  result  of  professional  fees,  compliance  reporting  and
restructuring  expenses  related  to the  ongoing  administration  of the public
company  and the  purchase  of  Pioneer  Media  Group  (now  known  as  Compelis
Corporation).  Also included are the three month operating  expenses of Compelis
Corporation, currently the Company's only operating subsidiary.

<PAGE>13

     The Company experienced a net profit of $145,845 for the three month period
ended July 31,  1999,  compared to a net loss of $211,398 for the same period in
1998. The year to date net profit of $84,866 is a 136% improvement from July 31,
1998. These year over year  improvements in profitability are the result of more
streamlined  operations  plus were impacted by the interest  accrued and penalty
income due as a result of the Promissory Note the Company holds from the sale of
MBML.

     The  Company  is  continuing  its focus to reduce  operating,  general  and
administrative expenses during this transitional phase.

     Liquidity and Capital Resources

     Current assets  totalled  $281,920 at July 31, 1999. This amount reflects a
one time adjustment for activity in a previous  period of $850,000.  On November
30, 1998 the sale of MBML was  inaccurately  reported by previous  management to
include an $850,000 note  receivable in addition to the $250,000  non-refundable
deposit  plus the  $4,000,000  Promissory  Note  ("Note")  being  held  from the
purchasers,  for an aggregated  sale price of $5,100,000.  Upon further  review,
subsequent  to the year end audit dated  January 31, 1999,  it is the opinion of
management that this adjustment was required to more accurately state the amount
realizable  from the sale of MBML as $4,250,000  not the  $5,100,000  previously
reported.

     On June 30, 1999 the Company received a $10,000 payment from the purchasers
of MBML that was applied  against the  outstanding  balance of the Note. The due
date of the  Note  has been  extended  to  January  31,  2000 at which  time the
principal balance plus interest and penalty becomes due.

     Total liabilities  totalled $1,639,852 at July 31, 1999.  Reflected in this
amount is $1,240,602,  the current portion of long-term debt, which is an amount
Treasury owes to its former  subsidiary  related to the original purchase of the
asset on October 31,1996.  On November 5, 1999 Treasury  executed an Addendum to
the MBML Stock  Purchase  Agreement  with the  purchaser of MBML.  Treasury will
receive  its  release as  guarantor  to MBML and its  banker,  the Royal Bank of
Canada  within  30 days of the  effective  date of the  Addendum.  In  addition,
Treasury  has been  released by MBML for the balance of the  Inter-company  Loan
payable by Treasury to MBML in the amount of $1,240,602 plus interest. The total
consideration  being applied against the balance of the Note is $1,394,266 which
includes the $1,240,602  principal payment plus $153,664  interest expense.  The
result of this  transaction is the  elimination of the Company's  obligations on
the  Inter-company  payable due to its former  subsidiary MBML (see Note7 of the
financial statements).

     The Company  believes it will generate  sufficient  positive cash flow from
operations to meet its operating  requirements  for the next twelve months.  The
primary  sources of liquidity for the Company are the funds  generated  from the
sale of MBML and the revenue from its Compelis subsidiary. However, there can be
no assurance that the Company will be able to realize on its promissory  note or
generate sufficient revenues from Compelis to be able to repay its debts. If the
funds  available from the collection of the promissory  note,  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 establishing lending facilities,  project-specific financings
and additional public or private debt or equity financings.

<PAGE>14



     PART II.       OTHER INFORMATION

     Item 6.        Exhibits and Reports on Form 8-K


     (a)  Exhibit

                  Exhibit A - Addendum to Stock Purchase Agreement

     (b)  Reports on Form 8-K.

                  None



<PAGE>15





                                   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:  November 19, 1999                      By /s/ DALE DONER
                                                          ______________________

                                                           Dale Doner, President







     Dated:  November 19, 1999                      By /s/ MARLIN DONER
                                                           _____________________

                                                           Marlin Doner, Chief
                                                           Financial Officer