THIS DOCUMENT IS A COPY OF THE
         FORM 10-QSB FILED ON SEPTEMBER 15, 1998 PURSUANT TO A RULE 201
                          TEMPORARY HARDSHIP EXEMPTION.

                       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, 1998

                                   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)

  1183 Finch Avenue West, Suite 508, North York, Ontario M3J 2G2
             (Address of Principal Executive Offices)

Issuer's Telephone Number, Including Area Code:  416-663-0668

        ___________________________________________________
       (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:  74,296,927 shares of Common Stock,
par value $.0001 per share were outstanding as of September 11, 1998.



<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statement

                          TREASURY INTERNATIONAL, INC.
                       INTERIM CONSOLIDATED BALANCE SHEET
                               AS AT JULY 31, 1998
                                   (UNAUDITED)

                                     ASSETS

CURRENT                           JULY 31,       JANUARY 31,
                                    1998            1998

      Accounts Receivable         $440,017       $608,659
      Inventories (Notes 2 and 4)  361,584        345,783
      Sundry assets                 23,465         72,020
                                    ------         ------
                                   825,066      1,026,462

GOODWILL                         1,835,918      1,835,918

CAPITAL ASSETS (Notes 2 and 5)     561,644        620,279
                                   -------        -------

                                $3,222,628     $3,482,659

                                   LIABILITIES

CURRENT

      Bank indebtedness (Note 6)  $546,779       $492,012
      Accounts payable and 
        accrued liabilities        819,315        997,188
      Current portion of 
        long-term debt             152,119      1,007,676
                                 ---------      ---------
                                 1,518,213      2,496,876

DEFERRED INCOME TAXES               52,957         52,957
LONG-TERM DEBT (Note 7)            531,474      1,117,392
                                   -------      ---------
                                 2,102,644      3,667,225


                                      -2-
<PAGE>


                            SHAREHOLDERS' DEFICIENCY
SHARE CAPITAL
      Authorized
         100,000,000 common shares at $.0001

      Issued
         74,296,927 common shares        7,429          2,461

      Contributed surplus (Note 12)  4,277,317      2,788,140

DEFICIT                             (3,164,762)    (2,975,167)
                                     ---------      ---------

                                    (1,119,984)      (184,566)
                                     ---------        -------

                                    $3,222,628     $3,482,659
                                    ==========     ==========



                                      -3-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                    INTERIM CONSOLIDATED STATEMENT OF DEFICIT
                          SIX MONTHS ENDED JULY 31, 1998
                                   (UNAUDITED)


                                  JULY 31,        JULY 31,
                                    1998            1997

Balance, beginning of period   $(2,975,167)    $(1,556,912)

Net loss for the period           (189,595)     (3,131,734)
                                  --------       ----------

Balance, end of period         $(3,164,762)    $(4,688,260)
                               ============    ============



                                      -4-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                        THREE MONTHS ENDED JULY 31, 1998
                                   (UNAUDITED)


                                  JULY 31,        JULY 31,
                                    1998            1997

REVENUE                           $920,459      $1,732,035

COST OF GOODS SOLD                 909,459       1,503,933
                                   -------       ---------

GROSS PROFIT                        10,915         228,102
                                    ------         -------

      General and administrative 
      (Note 9)                     151,526         306,214
                                   -------         -------

LOSS FROM OPERATIONS
      Before undernoted items     (140,611)        (78,112)
                                   -------         -------

      Financial                     15,018          31,333
      Amortization                  32,820          36,935
                                    ------          ------

                                    47,838          68,268
                                    ------          ------

NET LOSS FROM CONTINUED
      OPERATIONS                  (188,449)       (146,380)

NET LOSS FROM DISCONTINUED
      OPERATIONS                     -            (200,562)

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

NET LOSS                         $(188,449)    $(2,442,584)
                                   =======       =========

LOSS PER SHARE
      Continued operations        $(0.004)        $(0.009)
      Discontinued operations        -             (0.139)
                                   ------         --------

                                  $(0.004)        $(0.148)
                                  =======         =======

      Weighted average number of 
       common shares outstanding 48,716,510    16,466,771
                                 ==========    ==========


                                      -5-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                         SIX MONTHS ENDED JULY 31, 1998
                                   (UNAUDITED)


                                  JULY 31,        JULY 31,
                                    1998            1997

REVENUE                         $2,028,737      $3,393,115

COST OF GOODS SOLD               1,833,049       2,844,529
                                 ---------       ---------

GROSS PROFIT                       195,688         508,586
                                   -------         -------

      General and administrative
      (Note 9)                     265,653       1,122,835
                                   -------       ---------

LOSS FROM OPERATIONS
      Before undernoted items      (69,965)       (614,249)
                                   -------        ---------

      Financial                     51,149          64,784
      Amortization                  68,481          74,413
                                    ------          ------

                                   119,630         139,197
                                   -------         -------

NET LOSS FROM CONTINUED
      OPERATIONS                  (189,595)       (753,446)

NET LOSS FROM DISCONTINUED
      OPERATIONS                     -            (282,260)

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

NET LOSS                         $(189,595)    $(3,131,348)
                                   =======       =========

LOSS PER SHARE
      Continued operations        $(0.004)        $(0.046)
      Discontinued operations        -             (0.144)
                                  -------         --------
                                  $(0.004)        $(0.190)
                                  =======         ========


     Weighted average number of 
      common shares outstanding 48,716,510      16,466,771
                                ==========      ==========


                                      -6-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                        INTERIM CONSOLIDATED STATEMENT OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                         SIX MONTHS ENDED JULY 31, 1998
                                   (UNAUDITED)

                                 COMMON       PAID-IN    CONTRIBUTED
                                 SHARES       CAPITAL      SURPLUS
                                 ------       -------    -----------

Balance - January 31, 1998    24,610,495       $2,461   $2,788,140

Issued 4,500,000 shares of     4,500,000          450       61,750
 common stock for cash
 consideration of $62,200

Issued 5,332,500 common        5,332,500          533       49,792
 shares for consulting and  
 public relations services

Issued 2,353,932 common        2,353,932          235       39,765
 shares toward reduction
 of debentures payable
                            ------------ ------------ ------------

Balance - April 30, 1998      36,796,927       $3,679   $2,939,447
                              ==========        =====    =========

Issued 33,760,000 common      33,760,000       3,376    1,318,504
 shares toward reduction of 
 debentures payable

Issued 3,740,000 common        3,740,000          374       19,366
 shares for consulting and 
 public relations services

Balance - July 31, 1998       74,296,927        7,429    4,277,317
                              ==========        =====    =========



                                      -7-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED JULY 31, 1998
                                   (UNAUDITED)


                                  JULY 31,        JULY 31,
                                    1998            1997

Cash flows from operating activities

      Net loss                   $(189,595)    $(3,131,348)

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

      Increase in deferred income
      taxes                          -                (393)

      Amortization                  68,481          74,413

      Decrease in accounts 
       receivable                  168,642         123,337
      Decrease in income taxes 
       receivable                       -            6,182
      Increase in inventories      (15,801)        (71,822)
      Decrease in sundry assets     48,555          98,260
      Decrease in accounts payable(177,873)        (39,976)
                                   -------         -------

Net cash used for operating 
 activities                        (97,591)     (2,941,347)
                                   -------       ---------
Cash flows from financing activities

      Long-term debt            (1,441,475)       (126,398)
      Proceeds on issue of
       common shares             1,494,145       1,091,246
                                 ---------       ---------

Cash provided by financing
 activities                         52,670         964,848
                                    ------         -------

Cash flows from investing activities

      Purchase of capital assets    (9,846)        (13,116)
                                    ------         -------
      Discontinued operations         -         (1,977,738)
                                    ------      -----------

Cash provided by financing 
 activities                         (9,846)      1,964,622
                                    -------      ---------

Decrease in short-term deposits
    (Bank indebtedness)            (54,767)        (11,877)

Cash and short-term deposits
    (Bank indebtedness),
      beginning of period         (492,012)       (394,407)
                                   -------         -------
      end of period              $(546,779)      $(406,284)
                                   =======         =======



                                      -8-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               AS AT JULY 31, 1998
                                   (UNAUDITED)


      The financial  information  for the six-month  periods ended July 31, 1998
and 1997 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, 1998 are not
necessarily  indicative  of the  results to be  expected  for a full  year.  The
consolidated  balance sheet as of January 31, 1998 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, 1998, 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,  Megatran Investments
      Ltd. and Mega Blow  Moulding  Limited,  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,  Megatran  Investments  Ltd. and Mega Blow
           Moulding Limited.

      (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.

                                      -9-
<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  recognized  when  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
           shares outstanding during the period of 48,716,510.

      (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  Investments Ltd., parent company of
      Mega Blow Moulding Limited.  The purchase price of $2,863,182 consisted of
      $1,361,302 cash and debentures of $1,501,880.


4.    Inventories
                                        July 31          January 31
      Inventories consist of:            1998                1998
                                       ---------          ----------

      Raw materials                     $142,265           $144,183
      Packaging                           21,420             20,135
      Finished goods                     197,899            181,465
                                       ---------          ---------

                                        $ 361,584         $ 345,783
                                        ========            ========



                                      -10-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS AT JULY 31, 1998
                                   (UNAUDITED)


5.    Capital assets
                                       July 31                January 31
                                         1998                   1998
                            ______  ___________    ______     __________
                                    Accumulated     Net          Net
                             Cost   Amortization  book value   book value
                             ----   ------------  ----------   ----------


   Leasehold improvements  $    4,221 $    1,862   $  2,359     $  2,556
   Machinery and equipment  2,474,422  1,960,530    513,892      575,488
   Office equipment           111,891     66,498     45,393       42,235
                            ---------  ---------   --------     ---------
                          $2,590,534  $2,028,890  $ 561,644     $620,279
                          ==========  ==========  =========     ========


6.    Bank indebtedness

      The bank indebtedness  includes three operating demand loans in the amount
      of $484,000 which are secured by a registered  general  assignment of book
      debts and general security agreements of Mega Blow Moulding Limited.


7.    Long term debt

      The long-term debt consists of two term loans.  The term loans are secured
      by a registered  general  security  agreement having first charge over all
      assets  excluding  real property of Mega Blow Moulding  Limited.  The term
      loans bear  interest at rates varying from 6.47% to bank prime plus 1.75%.
      The term loans are payable as follows:

      1999             $  152,119
      2000                162,347
      2001                172,615
      2002                182,964
      2003 and following   13,548
                         --------
                          683,593
      Less current
       portion            152,119
                          -------
                        $ 531,474
                        =========


                                      -11-
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS AT JULY 31, 1998
                                   (UNAUDITED)


8.    Income taxes

      As of July 31,  1998 the  company  had a net  operating  loss
      carryover of approximately $2,431,000 expiring in various years
      through 2014.


9.    General and administrative expenses

      General and administrative expenses for the six months ended July 31, 1998
      include  fees paid by the  company  for  consulting  and public  relations
      services in the amount of $72,144.


10.   Discontinued operations

      On July 31, 1997, the company disposed of its subsidiary, Silver 925, Inc.


11.   Contributed surplus

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


12.   Subsequent events

      Subsequent to July 31, 1998, the company entered into an agreement to sell
      all of  the  common  shares  of its  wholly-owned  subsidiaries,  Megatran
      Investments Ltd. and Mega Blow Moulding Limited, for cash consideration of
      $5,100,000.


                                      -12-
<PAGE>


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 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.

      The Company is an international manufacturing,  distribution and marketing
organization  with  subsidiaries  producing  over 500  consumer  and  industrial
products primarily for North American markets.

      (1)  INTERIM PERIODS:

           Results of Operations
           For the six months ended July 31, 1998

      During the six months ended July 31, 1998 the Company's sales decreased by
40% to $2,028,737  from  $3,393,115  in the six months ended July 31, 1997.  The
Company experienced a net loss of $189,595 in the six months ended July 31, 1998
compared to a net loss of $3,131,348 in the six months ended July 31, 1997.  The
cost of  products  sold by the  Company  was 90% of sales  during the six months
ended July 31,  1998,  down from 85% of sales in the six  months  ended July 31,
1997.  The decrease in the cost of products sold is  attributable  to relatively
lower demand for goods. General and administrative expenses decreased in the six
months ended July 31, 1998 to $265,653 or 13% of sales,  compared to  $1,122,835
or 33% of sales in the six months ended July 31, 1997.

           Results of Operations
           For the three months ended July 31, 1997

      During  the three  months  ended  July 31,  1998 the  Company's  net sales
decreased by 47% to $920,374 from  $1,732,035 in the three months ended July 31,
1997.  The Company  experienced a net loss of $188,449 in the three months ended
July 31, 1998  compared to a net loss of  $2,442,584  in the three  months ended
July 31, 1997.  The cost of products sold by the Company was 99% of sales during
the three months  ended July 31, 1998,  up from 87% of sales in the three months
ended July 31,1997.  The increase is  attributable to higher raw material prices
and competitive customer pricing strategies. General and administrative expenses
decreased  in the three months ended July 31,1998 to $151,526 or 16.5% of sales,
compared to $306,214 or 18% of sales,  in the three  months ended July 31, 1997.
The decrease is attributable to better operating controls.

                                      -13-
<PAGE>


      Liquidity and Capital Resources

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

      Current assets totalled $3,222,628 at July 31, 1998 compared to $3,482,659
at January 31, 1998. The decrease is attributable to lower accounts  receivable.
At July 31, 1998, the Company had nil cash and short-term deposits,  and current
net bank indebtedness of $546,779. Accounts receivable totalled $440,017 at July
31, 1998  compared to $608,659 at January 31, 1998 and is  primarily  related to
lower product demand.

      As of July 31, 1998, current  liabilities  totalled $1,518,213 compared to
$2,496,876  at January 31,  1998.  The  decrease is  attributable  to the recent
Debenture  Conversion and Support  Agreement  which the company  entered into on
June 30, 1998.  At July 31, 1998,  the Company also had term loans  specifically
incurred to finance the Company's acquisition of Mega Blow.

      The Company's bank indebtedness of $546,779 is secured by a first priority
lien on the assets of Mega  Blow.  The  Company  also has  outstanding  $683,593
principal amount due as follows: $152,119 in 1999; $162,347 in 2000; $172,615 in
2001; $182,964 in 2002 and $13,548 in 2003.

      The Company believes it will generate  sufficient  positive cash flow from
operations to meet its operating requirements for the next twelve months. If the
funds  available  under 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
financing.


                           PART II. OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

      (a)  Exhibits

      (b)  Reports on Form 8-K.  None



                                      -14-
<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:  September 8, 1998               By___________________________
                                          James Hal, President



                                            /s/ Howard Halpern
Dated:  September 8, 1998               By___________________________
                                          Howard Halpern, Principal
                                          Financial Officer



                                      -15-