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 October 31, 2000

                                       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                (IRS Employer Identification No.)
 Incorporation 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
                      -------              -------








                                       1
<PAGE>


         As of October 31, 2000,  92,196,677  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 October  31,  2000 was  $4,003,445.
Shares of Common Stock held by each executive  officer and directors and by each
persons who beneficially owns more than 5% of the outstanding  Common Stock have
been excluded in that such persons may under certain  circumstances be deemed to
be affiliates.  This  determination of executive  officer or affiliate status is
not necessarily a conclusive determination for other purposes.













































                                       2
<PAGE>
PART I     Financial Information
--------------------------------
ITEM 1. Financial Statements
----------------------------
           Bromberg & Associate
--------------------------------              1183 Finch Ave. West, Suite 305
                                                 Toronto, Ontario M3J 2G2
                                                   Phone: (416) 663-7521
          CHARTERED ACCOUNTANTS                     Fax: (416) 663-1546

ACCOUNTANTS' REVIEW REPORT

Board of Directors and Shareholders
Treasury International, Inc.

         We have reviewed the accompanying interim consolidated balance sheet of
Treasury   International,   Inc.  as  at  October  31,  2000,  and  the  interim
consolidated statements of operations,  and cash flows for the period then ended
in accordance  with  statements on standards 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 audited 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  the  accompanying  interim  consolidated   financial
statements  in  order  for  them to be in  conformity  with  generally  accepted
accounting principles.


                                                         BROMBERG & ASSOCIATE
                                                         CHARTERED ACCOUNTANTS





      TORONTO, CANADA
      December 8, 2000













                                       3
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                       INTERIM CONSOLIDATED BALANCE SHEET
                             AS AT OCTOBER 31, 2000
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<S>                                                 <C>                          <C>
                                               October 31, 2000             January 31, 2000
CURRENT
    Accounts receivable                             $   758,831                  $   662,531
    Due from Wexcap Group, LLC                            3,000                        3,000
    Marketable Securities (Note 7)                      201,436                            -
    Sundry assets                                        21,922                        2,607
                                             ------------------    -------------------------
                                                        985,189                      668,138

Promissory Note Receivable (Note 3)                   2,649,398                    2,649,398
Goodwill (Notes 2b & 4)                                 174,549                      381,929
Research & Development Costs (Notes 2c & 5)             289,562                      160,002
Capital Assets (Notes 2d &6)                             30,882                       14,925
Long Term Investments (Note 7)                           66,417                            -
                                             ------------------    -------------------------
                                                    $ 4,195,997                  $ 3,874,392
                                             ==================    =========================

                                   LIABILITIES
CURRENT
    Bank Indebtedness                               $    65,979                   $   56,547
    Accounts payable and accrued liabilities            216,807                      153,839
    Current portion of long-term debt (Note 8)          328,568                      197,344
                                             ------------------    -------------------------
                                                        611,354                      407,730

Loans from Officers & Directors                         250,244                       43,772
Long Term Debt (Note 8)                                 477,003                       45,903
                                             ==================    =========================
                                                    $ 1,338,601                   $  497,405
                                             ==================    =========================

                              SHAREHOLDERS' EQUITY
SHARE CAPITAL
    Authorized
       100,000,000 common shares at $.0001
    Issued
       92,196,677 common shares (Note 9)                  9,219                        9,510
      Contributed surplus (Note 10)                   4,751,814                    4,896,694
Deficit                                              (1,903,637)                  (1,529,217)
                                             ------------------    -------------------------
                                                      2,857,396                    3,376,987
                                             ------------------    -------------------------

Total Liabilities & Shareholders Equity             $ 4,195,997                  $ 3,874,392
                                             ==================    =========================
</TABLE>


                                       4
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                    INTERIM CONSOLIDATED STATEMENT OF DEFICIT
                    NINE MONTH PERIOD ENDED OCTOBER 31, 2000
                                   (UNAUDITED)


                                     October 31, 2000            October 31,1999

Balance, Beginning of Period             $ 1,529,217                $ 1,758,328

Net (Income) Loss for the Period             374,420                  (200,612)
                             -----------------------    -----------------------

Balance, End of Period                    $1,903,637                $ 1,557,716
                             -----------------------    -----------------------










































                                       5
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                       NINE MONTHS ENDED OCTOBER 31, 2000
                                   (UNAUDITED)


                                          October 31,2000       October 31,1999
REVENUE
  Operations                                  $   253,210          $    205,092
  Management Fee Income                                 -                33,333
  Interest and Penalty Income (Note 3)                  -               455,321
                                         ----------------        --------------
TOTAL INCOME                                      253,210               693,946
                                         ----------------        --------------

COST OF GOODS SOLD                                196,280               170,045
                                         ----------------        --------------

GROSS PROFIT                                       56,930               523,901
                                         ----------------        --------------
EXPENSES
    General and Administrative                    282,354               289,922
                                         ----------------        --------------

INCOME (LOSS) from Operations
before undernoted items                          (225,424)              233,979
    Amortization (Notes 4,5,6)                    128,598                24,773
    Financing Cost                                 20,398                 8,594
                                         ----------------        --------------

NET INCOME (LOSS)                             $  (374,420)         $    200,612
                                         ================        ==============

Income (Loss) per Share                           (0.0004)               0.0022
                                         ----------------        --------------

Weighted Average Number of                     91,930,100            92,200,296
Common Shares Outstanding                ================        ==============


















                                       6
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                        INTERIM CONSOLIDATED STATEMENT OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                FOR THE NINE MONTH PERIOD ENDED OCTOBER 31, 2000
                                   (UNAUDITED)
<TABLE>
<S>                                                    <C>              <C>             <C>
                                                         COMMON          PAID-IN       CONTRIBUTED
                                                         SHARES          CAPITAL         SURPLUS
                                                 ----------------    -----------   ----------------

Balance-January 31, 2000                               95,101,777       $  9,510        $ 4,896,694

Issued 323,900 shares of common stock at $0.11            323,900             32             35,597
per share under the Company's Employee Benefit
Plan Registration Statement of February 25,
1998.

Issued 171,000 shares of common stock in                  171,000             17             34,183
consideration for the reduction of Notes
Payable by $34,200.

Returned 3,200,000 shares of common stock to           (3,200,000)          (320)          (199,680)
the company from its subsidiary Pioneer Media
Group (Compelis Corporation).

Returned & cancelled 600,000 shares of common            (600,000)           (60)           (54,940)
stock for cash consideration of $55,000

Issued 400,000 shares of common stock at $0.10            400,000             40             39,960
per share under the Company's Employee Benefit
Plan Registration Statement of February 25,
1998.
                                                 ----------------    -----------   ----------------
Balance- Ocotber 31, 2000                              92,196,677       $  9,219        $ 4,751,814
                                                 ================    ===========   ================
</TABLE>




















                                       7
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                    NINE MONTH PERIOD ENDED OCTOBER 31, 2000
                                   (UNAUDITED)


                                             October 31, 2000   October 31, 1999
Cash flows from operating activities
    Net income (loss)                             ($ 374,420)         $ 200,612
    Adjustment to Retained Earnings                        -           (850,000)
    Amortization                                     128,598             24,773
    (Increase) decrease in accounts receivable       (96,300)           340,410
    Increase in amount due from Wexcap Group               -             (3,000)
    (Increase) decrease in sundry assets             (19,315)                15
    Increase in accounts payable                      62,968            100,597
                                               -------------      -------------
Net cash used for operating activities              (298,469)          (186,593)
                                               -------------      -------------
Cash flows from financing activities
    Loans Payable                                    206,472                  -
    Promissory note receivable                             -             10,000
    Notes payable                                    562,324            284,009
    Proceeds on issue of common shares              (145,171)           316,000
                                               -------------      -------------
Cash provided by financing activities                623,625            610,009
                                               -------------      -------------
Cash flows from investing activities
    Long Term Investments                           (267,853)                 -
    Goodwill                                         200,000           (396,809)
    Research and development costs                  (241,090)           (82,632)
    Purchase of capital assets                       (25,645)            (7,744)
                                               -------------      -------------
Cash used for investing activities                  (334,588)          (487,185)
                                               -------------      -------------

Increase in bank indebtedness                         (9,432)           (63,769)
Bank balance (indebtedness), beginning of period     (56,547)            19,956
                                               -------------      -------------
Bank indebtedness, end of period                   ($ 65,979)          $ 43,813
                                               -------------      -------------

















                                       8
<PAGE>
                          TREASURY INTERNATIONAL, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT OCTOBER 31, 2000


1. Nature of business
              Treasury   International,   Inc.,   through   its   wholly   owned
         subsidiaries,   Compelis  Corporation  and  Retailport.com,   Inc.,  is
         involved  in  the  development  of  business  to  business  E-Commerce,
         Web-enabled database publishing and Internet Portal development.



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  Compelis  Corporation  and
         Retailport.com, Inc., its wholly owned subsidiaries.

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.  During the period, the goodwill amount was reduced
         by $200,000 as a result of the cancellation of 3,200,000 shares related
         to the purchase of Compelis Corporation (formerly Pioneer Media Group).

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

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.

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.


                                       9
<PAGE>
3. Promissory Note Receivable
              The promissory  note receivable was received from the purchaser of
         the company's former subsidiary, Mega Blow Moulding Limited on November
         30, 1998. The Note and the interest due are both in default.



4. Goodwill
                   October 31, 2000                        January 31, 2000
           --------------------------------------      -----------------------
                        Accumulated      Net book
           Cost         Amortization      value              Net book value
           ----------  -------------  ------------     -----------------------
            $ 196,809       $ 22,260    $ 174,549                 $ 381,929
           ==========  =============  ===========      ====================

5. Research & Development Costs
                   October 31, 2000                        January 31, 2000
           --------------------------------------      -----------------------
                        Accumulated      Net book
           Cost         Amortization      value              Net book value
           ----------  -------------  -----------      -----------------------
            $ 474,630      $ 185,068    $ 289,562                 $ 160,002
           ==========  =============  ===========      ====================

6. Capital assets
                           October 31, 2000                  January 31, 2000
                      ----------------------------------    -------------------
                                 Accumulated  Net book          Net book
                           Cost  Amortization   value             value
                      ---------  ------------ --------      --------------
 Office equipment      $ 21,715      $ 14,601  $ 7,114             $ 8,320
 Computer equipment      43,594        19,826   23,768               6,483
 Leasehold                1,407         1,407        -                 122
 improvements         ---------  ------------ --------      --------------
                       $ 66,716      $ 35,834 $ 30,882            $ 14,925
                      =========  ============ ========      ==============

7. Long Term Investments
              During the period the Company made certain  equity  investments in
         other  Corporations  that  management  considers  to  be  strategic  or
         synergistic to the Company's growth.

8. Notes payable
              The notes payable consist of the following:

           Due Date                 Principal Amount          Interest Rate
           Current                        $ 328,568              12% - 15%
           July 20, 2005                  $ 477,003                    12%
                                    ---------------
           Total                          $ 805,571
                                    ---------------





                                       10
<PAGE>
9. Stock Options

a)            Options to  purchase  common  shares  have been  issued  under the
              Employee Benefit Plan Registration Statement,  registered February
              25,  1998,  to officers  and key  employees of the company and its
              subsidiary. Options outstanding at October 31, 2000 are as
              follows:

                Year Granted    Expiry Date       Price Range    No. of Shares
          --------------------------------------------------------------------
            November 1, 2000  October 31, 2001      $ 0.11           85,000
            November 1, 2001  October 31, 2002       $0.11          410,000
          --------------------------------------------------------------------
           Total Outstanding                                        495,000
                                                                  ------------
b)            As at October 31, 2000, 400,000 warrants were issued and exercised
              at a price of $0.10 per share,  1,097,500 warrants were issued and
              exercised  at a price of $0.11 per share and 7,500  warrants  were
              issued  and  exercised  at a price of $0.16  per  share,  for each
              warrant owned. These warrants covered in this plan are exercisable
              over a 3 year period and expire in November 2002.

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

11. Income taxes
              As at  October  31,  2000 the  company  had a net  operating  loss
         carryover of approximately $2,633,000 expiring in various years through
         2015.




























                                       11
<PAGE>
ITEM 2. Management's Discussion and Analysis or Plan of Operation

         Forward Looking Statements
         --------------------------
              The  information   contained  in  Item  2  of  this  Form  10-QSB,
         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.

         Overview
         --------
              Treasury International, Inc. is an asset management company in the
         business of development  and  acquisition  of  proprietary  assets that
         offer  significant  growth  potential.  Treasury  attempts  to  enhance
         shareholder value through an asset management and acquisition  strategy
         that  targets  companies or  activities  where  Treasury's  management,
         shareholders  and  corporate  structure  can be  leveraged  to  improve
         strategic  market  position,  productivity  and growth potential of its
         managed assets.

              On November 30, 1998 the Company entered into an agreement to sell
         its operating  subsidiary  Mega Blow Mouldings  Ltd.  ("Mega Blow") for
         $4,250,000.  To date the Company has received  cash  considerations  of
         $360,000  and a  $1,394,266  credit to retire  its  long-term  debt and
         interest  obligation  related to  Treasury's  purchase of this asset in
         October 1996. The Company  currently holds a Promissory Note, signed by
         the purchaser, with an outstanding balance of $2,649,398 plus interest.
         The Note  along  with the  interest  due on the  outstanding  principal
         balance is  currently  in  default.  The  Company  believes  it is in a
         position  to  reacquire  the  asset  should  it be  determined  that an
         acceptable  settlement  cannot be reached with the parties  involved in
         the Purchase Agreement. However, there can be no assurance that, should
         the Company reacquire Mega Blow, it will be able to adequately allocate
         the resources necessary to operate the Company as an ongoing concern.

         Operating Plan
         --------------
              The Company, through its operating subsidiaries, designs, develops
         and delivers  Internet-based  enterprise  management and  communication
         solutions for  organizations  with less than 500 employees and sales of
         less than $100 million.  The Company's products  facilitate the sharing
         of  business-critical  information between employees,  trading partners
         and customers to streamline processes,  to encourage knowledge transfer
         and to build competitive  advantage.  The Company's  operations include
         Compelis Corporation,  Retailport.com, Inc. and Webco-ops.com, Inc. and



                                       12
<PAGE>
         the Company owns the following suite of proprietary software assets and
         activities   known  as  the  Active  Business   Solutions:   ActiveRMS,
         ActiveCommerce, ActiveCatalog, ActiveCD, ActiveDataBank, ActiveHost and
         ActiveDesign.

         Market Opportunities
         --------------------
              Organizations are spending increasing amounts of their Information
         Technology  budgets on solutions that will link  disparate  information
         databases to present business-critical  information to anyone, anywhere
         at anytime.  To enable  this  transfer of  information  companies  must
         aggregate data from legacy operating  systems and other sources such as
         print media, vendor catalogs,  etc. Data aggregation is an arduous task
         for  organizations  who  manufacturer  or distribute many products from
         many  suppliers  to many  customers.  The  success and growth of online
         communities,  B2B trading exchanges and e-Catalogs is often hampered by
         the inefficient access to product information and the inability to link
         information to business-critical  data sources such as internal ERP and
         management information systems (MIS).

              The  Company  believes  that  as  organizations  seek  to  improve
         efficiencies in their business processes they will require solutions to
         aggregate  data and  publish  information  independent  of its  format,
         media, location or system. Distributed business-critical information is
         becoming an increasingly important factor for competitive advantage. As
         a result the Company  believes  organizations  will  demand  integrated
         technologies  for print,  CD-ROM and the  Internet  as well as solution
         providers who understand data aggregation.

         Products and Technologies
         -------------------------
              In  May  2000,   the   Company   released   its  core   family  of
         Internet-based   software   solutions   -  ActiveRMS   for   retailers,
         ActiveCommerce  for the  manufacturing and distribution  markets.  Both
         ActiveRMS  and  ActiveCommerce  employ  Microsoft  Commercial  Internet
         System  (MCIS),  Microsoft  SQL  Server  7.0 and run on the  Windows NT
         computing  platform.  The Company's  products are based on industry and
         Web standards  including:  SQL, Site Server,  ASP, HTML,  PDF, Java and
         ActiveX.

         Product Development
         -------------------
              In order for the  Company to compete it must  continue  to enhance
         the  functional  aspects  of its  software  as  well as  introduce  new
         software  solutions to the market.  To date its  investment has been to
         build an  Internet-based  application tool set that allows companies to
         update the content of their corporate web site (news releases,  product
         specials,  etc.), market products through their online catalog,  manage
         the  Request for Quote  (RFQ) and  Quoting  function of their  customer
         service department,  online order entry,  inventory  management,  price
         promotions and customer account management.






                                       13
<PAGE>
              The Company  further  intends to integrate  ActiveRMS  (Enterprise
         Management  toolset  for  Retailers)  and Active  Commerce  (E-business
         toolset)  into  ActiveCo-op  a new  Web-based  product  to  manage  the
         relationships of trading partners within vertically defined communities
         (or  co-operatives).  This tool set would  enable  trading  partners to
         interact, collaborate and conduct business over the Internet while also
         integrating   internal  and  external   operations  with  their  online
         E-commerce initiatives.

              Treasury's ability to develop and release new products and product
         enhancements  in a timely  manner is  subject  to a number  of  factors
         including:  the  availability  of qualified  personnel,  its ability to
         solve  technical  issues,  allocatation  of adequate  resources  amoung
         competing  priorities  of the  Company  and other  factors  outside the
         control of the Company. There can be no assurance that the Company will
         not  experience  difficulties  that could  delay or prevent  successful
         development and marketing of new products or product enhancements.

         Competition
         -----------
              The Active  Business  Solutions  suite of  products  competes on a
         functional basis within the Company's targeted vertical markets and the
         general market for integrated  communication  solutions. As a result of
         the wide range of products  and  services  the Company  offers it has a
         number  of  competitors.   In  the  E-commerce/E-business   market  its
         competitors   include  other  Microsoft   solution   providers,   small
         entrepreneurial  web  developers,  ERP  solution  providers  and  major
         E-commerce companies.  In catalog publishing and the advertising agency
         business  competitors include independent  printers,  small advertising
         agencies,   integrated   communications   firms  and  large  periodical
         publishers.

              The Company  believes  its  competitive  advantage  comes from the
         ability of its people resources  experienced in product application and
         database development, creative design, business analysis and sales - to
         develop integrated  communication  solutions for print,  CD-ROM and the
         Internet.  In addition,  it believes the markets will  continue to grow
         for content  aggregators  and  developers as more  companies  implement
         communication  strategies  for print and the Web. By employing  capable
         personnel and implementing  proven  strategies for bringing products to
         market the Company believes it can secure market share.

              The Company  expects  competition to increase as new players enter
         the market and as  products  continue to be  developed.  The Company is
         aware  of  numerous  major  software  developers  as  well  as  smaller
         companies who are focusing significant resources on the development and
         marketing  of  competitive  products.  Many of these  competitors  have
         secured  market  share  due to their  longer  operating  histories  and
         greater  financial,  technical  and  marketing  resources.  There is no
         assurance  that the  Company and its  products  will be able to compete
         effectively  in the face of price  competition,  name  recognition  and
         financial pressures caused by the increased numbers of competitors.





                                       14
<PAGE>
         Compelis Corporation
         --------------------
              Compelis  Corporation  is a technology  solutions  provider with a
         primary focus on helping its clients  aggregate their knowledge  assets
         into  databases  and  publishing  that  content  to a variety of media:
         Internet,  CD-ROM and  Print.  The  Company's  target  markets  include
         manufacturers,   distributors  and  retailers  who  require  integrated
         communication  solutions  that  improve  their  business  processes  by
         automating  the flow of  information  and  transactions  through  their
         supply chains with anyone, anywhere and at anytime.

              Compelis  offers  its  clients  a single  technology  partner  for
         Internet-based  Electronic  Commerce  (on-line  shopping),   Electronic
         Business (online Request for Quote, Quoting, Purchase Order and trading
         co-operatives),  Electronic  Catalogs  (Internet  and  CD  ROM),  Print
         Catalogs, Brochures and Flyers, Creative Design including Corporate Web
         Sites and Corporate Identity,  Aggregated Industry Data and Information
         Asset Management.

              Compelis  generates  revenue  from the sale  and  delivery  of its
         Active  Business  Solutions  suite.  These  include  revenues  from the
         creation of content for catalogs,  project  management  fees,  software
         licence  sales  (ActiveCommerce,  ActiveCD),  the resale of third party
         services  (print,  CD  replication,   hardware  and  software),  custom
         programming, website hosting, creative design and strategic planning.

         Retailport.com, Inc.
         --------------------
              Retailport.com,  Inc. is a retail industry  portal  endeavoring to
         link  trading  partners in these  initial  retail  verticals:  sporting
         goods,  specialty card, gift and hard goods.  The Company believes that
         creating unique Internet  portals where Industry  partners can interact
         and  transact  business in a secure  online  environment  will create a
         compelling reason for key players to be involved. The site will include
         online auctions, Industry news, business to business forums, aggregated
         industry  E-catalogs and classifieds for excess  inventory,  employment
         opportunities, business directories, etc.

              These portals will be powered by ActiveRMS and ActiveCommerce,  an
         E-commerce,  E-business  suite built on Microsoft's  Industry  Standard
         Internet  technologies:  SQL  Server,  NT  and  Site  Server,  Commerce
         Edition.  With the  growth  in use and  functionality  of  business  to
         business  Internet  systems,  the  opportunity to tie together  trading
         partners  (manufacturers,   distributors  and  retailers)  as  well  as
         E-commerce  (retailers and their customers),  Retailport.com,  Inc. has
         the favorable  position of being an early  entrant in the  thin-client,
         Internet-based,  retail systems market.  ActiveRMS is an Internet-based
         Retail Management System (including  Point-of-Sale,  Inventory Control,
         Customer Database, Inventory Transfer & Allocation,  Consolidated Chain
         Management  and  Reporting)  that  enables  companies  to make the link
         between their in store operations and their E-commerce initiatives.

                                       15
<PAGE>
              ActiveRMS  is deployed by  Application  Service  Providers  (ASP).
         These  ASPs  host and  manage  the  technology  infrastructure  for the
         retailer   thereby   reducing  the  overhead  burden   associated  with
         management of the  enterprise's  Information  Technology  systems.  The
         retail store accesses the software  through their  Internet  browser at
         the POS  terminal.  This model allows for anywhere,  anytime  access to
         mission  critical  enterprise data and provides a  significantly  lower
         total cost of technology ownership for the retailer.

              As  an  outsourced  Internet-based  software  solution,  ActiveRMS
         generates revenues from three sources: first, from Value Added Reseller
         (VAR)   partners   who  sell  product   licenses   for  each   customer
         installation;  second,  Application Service Provider (ASP) partners who
         host and support the ongoing technology infrastructure requirements for
         ActiveRMS   customers;   third,  from   professional   services  custom
         programming,  consulting and project  management - billings to meet the
         more  sophisticated  technology  requirements of larger  installations.
         Ongoing revenues are generated from hosting the applications, help desk
         support contracts and product training.

         Webco-ops.com, Inc.
         -------------------
              Webco-ops.com,   Inc.  intends  to  create  trading   environments
         (exchanges,   co-operatives)  for  trading  partners,  within  targeted
         vertical  market  sectors,  that  aggregate  industry  information  and
         facilitates  the exchange of goods,  service and  transactions  through
         their established  supply chains.  These  co-operatives are designed to
         more  quickly and cost  effectively  move  products  through the supply
         chain,  automate business  processes for the participants and create an
         infrastructure  where trading partners can safely and securely exchange
         information and conduct transactions.

              AMR Research  recently  estimated  that the growing B2B e-commerce
         market  would hit $5.7  trillion by the end of 2004,  over 52% of those
         transactions are predicted to flow through online exchanges.

              These online  trading  co-operatives  will be  architected  on the
         Company's    ActiveCommerce    E-commerce/E-business    infrastructure.
         ActiveCommerce  is a feature rich web development  toolset that enables
         companies  to deploy  their online  E-commerce  initiatives  powered by
         Microsoft's Industry Standard Internet technologies: SQL Server, NT and
         Site Server, Commerce Edition.

              Online  Trading  Co-operatives  link  buyers  and  sellers  in  an
         electronic  marketplace  designed to process  transactions and exchange
         information in real-time.  This automation of business processes allows
         trading partners to build more integrated and profitable  relationships
         and to track more  efficiently  the  movement  on goods,  services  and
         transactions   through  their  supply   chains.   These   co-operatives
         strengthen  the  supply  chain  relationships   between   manufacturer,
         distributor, retailer and end consumer. WebCo-ops.com intends to create
         Internet  portals with key partners and market  influencers in order to
         maximize the  co-operative's  reach to manufacturers,  distributors and
         consumers.



                                       16
<PAGE>
              Revenue opportunities are twofold: transaction fees charged on the
         sale of  goods  and  services  flowing  through  the  co-operative  and
         subscription  fees  paid  by  participants  in the  co-operative.  Each
         co-operative can be set-up as independent business units with ownership
         shared with  participants or outside  investors and will be responsible
         for its development, market penetration and operation.

              During the next 12 to 24 months,  Treasury intends to continue its
         expansion  goals.  The  Company  plans to  achieve  its asset  building
         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 by
         continuing  to build  its  current  technology  assets  and by  seeking
         strategic  alliances or  acquisitions  to expand its market  reach.  To
         increase its future  subsidiaries'  market share, the Company will seek
         to  acquire or partner  with  other  companies  that are deemed to have
         important products and synergies with existing company operations.

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


         (1)      INTERIM PERIODS
         ------------------------
         Result of Operations
         --------------------
         For the nine months ended October 31, 2000.
         -------------------------------------------
              For the nine month period ended October 31, 2000,  the Company has
         seen operating  revenues  increase plus growing demand for its products
         and  services  as  evidenced  by year over  year  growth in its Work In
         Progress  (WIP)  backlog.   The  current  value  of  WIP  contracts  is
         approximately  $504,000.  Operating  revenues  include  only the  sales
         activities completed during the period as the Company books its revenue
         only  on  the  completion  of  a  contract.  Revenues  from  operations
         increased  to  $253,210  for the period  with Gross  Margins of 22%, an
         increase from 17% in the same period of 1999.

              The  Company  incurred  a net loss of  $225,424  from  operations,
         exclusive of Interest and Amortization, for the nine-month period ended
         October 31, 2000. During the period,  General and Administrative  costs
         were impacted by  extra-ordinary  costs associated with the development
         and  launch  of  ActiveRMS  and   ActiveCommerce.   In  addition,   all
         professional  fees,  compliance  reporting and  restructuring  expenses
         related  to the  ongoing  administration  of  the  public  company  are
         included   in  this   amount   along  with  the  sales,   general   and
         administrative costs of the Company's operating subsidiaries.







                                       17
<PAGE>
              During the same  period in 1999,  the  Company had a net profit of
         $233,979.  This was largely impacted by the interest and penalty income
         of $455,321  related to the  Promissory  Note the Company  holds on the
         sale of its previously  owned  operating  subsidiary Mega Blow Moulding
         Ltd.  ("Mega  Blow").  The Company has not  reported  any  interest and
         penalty  income  from the Note,  in the  current  year,  as the Note is
         currently in default.


         Liquidity and Capital Resources
         -------------------------------
              The Company's management believes it has developed a sound plan to
         capture a growing  segment of the  global  E-commerce,  E-business  and
         Database  Publishing  markets.  As a technology  solutions provider and
         content  service  provider  the future for  Treasury  is related to its
         ability  to  capitalize  on  emerging  technologies  that link  trading
         partners in end-to-end enterprise commerce solutions.  The plan details
         the  Company's  entry  into  new and  emerging  e-commerce  initiatives
         through Compelis Corporation,  Retailport.com,  Inc. and Webco-ops.com,
         Inc, each a wholly owned subsidiary.

              Current assets totaled $985,189 at October 31, 2000 and consist of
         trade receivables from operations,  marketable  securities and interest
         due on the  Promissory  Note the Company holds  relating to the sale of
         Mega Blow in November 1998.  The interest  portion due from the Note is
         $602,481 as reported in the audited financial  statements from the year
         ended January 31, 2000.

              Current  liabilities  totaled  $611,354  as of  October  31,  2000
         compared to $407,730 at January 31, 2000.  This change in the Company's
         current  liabilities  consists of an increase  in trade  payables  from
         operations  and increases to the current  portion of longterm debt held
         by private investors of the Company.

              The Company intends to sustain current  operations  through to the
         year ending January 31, 2001. The primary  sources of liquidity for the
         Company are cash generated from operations,  outside private sources of
         financings,  the  continuing  sale of common  stock  and/or the sale of
         Company assets. If the funds available from these activities,  together
         with its current cash and cash  equivalents  are not sufficient to meet
         the Company's  needs, the Company may, from time to time, seek to raise
         capital  from  additional  sources,   including   establishing  lending
         facilities,  project-specific  financings,  public or private  debt and
         equity  financings.  The Company has not been able to collect the funds
         to have  been  generated  from the sale of Mega  Blow.  There can be no
         assurance that the Company will be successful in its attempt to collect
         this  debt  or to  raise  sufficient  capital  to  meet  its  operating
         requirements, to repay its debts and to deliver on its business plan.


                                       18
<PAGE>
         PART II.  OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

            (a) Exhibits

            (b) Reports on Form 8-K. None

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 12, 2000      By /s/ Dale Doner
                                         --------------------------------------
                                         Dale Doner, President



         Dated: December 12, 2000      By /s/ Marlin Doner
                                         --------------------------------------
                                          Marlin Doner, Chief Financial Officer




























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