UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

                                       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
         January 19, 2001











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

                                     ASSETS

                                         October 31, 2000      January 31, 2000
CURRENT
    Accounts receivable                       $   156,350           $   60,050
    Due from Wexcap Group, LLC                      3,000                3,000
    Marketable Securities (Note 7)                330,625                    -
    Sundry assets                                  21,922                2,607
                                         ----------------      ---------------
                                                  511,897               65,657

Promissory Note Receivable (Note 3)                     -            2,649,398
Goodwill (Notes 2b & 4)                           174,549              381,929
Capital Assets (Notes 2d &6)                       30,882               14,925
Long Term Investments (Note 7)                     66,417                    -
                                         ----------------      ---------------
                                                $ 783,745          $ 3,111,909
                                         ================      ===============

                                   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

Deferred Gain on Sale of Subsidiary (Note 9)            -            1,961,231
Loans from Officers & Directors                   250,244               43,772
Long Term Debt (Note 8)                           477,003               45,903
                                         ----------------      ---------------
                                              $ 1,338,601          $ 2,458,636
                                         ================      ===============


















                                       4
<PAGE>
                              SHAREHOLDERS' EQUITY

SHARE CAPITAL                                October 31, 2000  January 31, 2000
  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                                            (5,445,078)       (4,252,931)
Accumulated Other Income (Note 7)                     129,189                 -
                                           ------------------    --------------
                                                     (554,856)          653,273
                                           ------------------    --------------

Total Liabilities & Shareholders Equity             $ 783,745       $ 3,111,909
                                           ==================    ==============









































                                       5
<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             ($ 4,252,939)            ($ 3,719,559)

Net (Income) Loss for the Period           (1,192,147)                (323,569)
                              -----------------------    ---------------------

Balance, End of Period                   ($ 5,445,086)            ($ 4,043,128)
                              -----------------------    ---------------------









































                                       6
<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
    Software Development                     241,090                    82,632
                                     ---------------           ---------------
TOTAL OPERATING EXPENSES                     523,444                   372,554
                                     ---------------           ---------------
INCOME (LOSS) from Operations               (466,514)                  151,347
before undernoted items              ---------------           ---------------
 Writedown of Note Receivable (Note 4)       688,167                         -
 Bad Debt Expense (Note 3)                         -                   455,321
 Amortization (Notes 5, 6)                    17,068                    11,001
 Financing Cost                               20,398                     8,594
                                     ---------------           ---------------
                                             725,633                   474,916
                                     ---------------           ---------------
NET (LOSS) from Continuing Operations   ($ 1,192,147)               ($ 323,569)
 Other Income, principally unrealized        129,189                         -
gains on Securities
Available for Sale (Note 7)          ---------------           ---------------
NET (LOSS)                               ($1,062,958)               ($ 323,569)
                                     ===============           ===============
Income (Loss) per Share                       (0.011)                   (0.003)
                                     ---------------           ---------------
Weighted Average Number of                91,930,100                92,200,296
Common Shares Outstanding            ===============           ===============













                                       7
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                        INTERIM CONSOLIDATED STATEMENT OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                FOR THE NINE MONTH PERIOD ENDED OCTOBER 31, 2000
                                   (UNAUDITED)

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

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

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

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

Issued 400,000 shares of common stock      400,000           40         39,960
at $0.10 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
                                       ===========     ========    ===========





















                                       8
<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 (loss)                                 ($ 1,192,147)          ($ 323,569)
  Adjustment for Non-Cash Items                   588,167             (850,000)
  Amortization                                     17,068               11,001
  (Increase) decrease in accounts receivable      (96,300)             795,731
  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          (639,559)            (269,225)
                                             ------------        -------------
 Cash flows from financing activities
    Loans Payable                                 206,472                    -
    Promissory note receivable                    100,000               10,000
    Notes payable                                 562,324              284,009
    Proceeds on issue of common shares           (145,171)             316,000
                                             ------------        -------------
Cash provided by financing activities             723,625              610,009
                                             ------------        -------------

Cash flows from investing activities
    Long Term Investments                        (267,853)                   -
    Goodwill                                      200,000             (396,809)
    Purchase of capital assets                    (25,645)              (7,744)
                                             ------------        -------------
Cash used for investing activities                (93,498)            (404,553)
                                             ------------        -------------

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
                                             ------------        -------------


















                                       9
<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,  its
         wholly owned subsidiary.

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.  These costs are written
         off as  incurred  and  shown as  software  development  expense  in the
         statement of operations.

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.

                                       10
<PAGE>
3.  Accounts Receivable
             Accounts Receivable consist of the following:

  Trade Accounts Receivable                              $ 156,350
  Interest Receivable on Promissory Note                 $ 602,481
                                                         ---------
                                                         $ 758,831
  Less: Allowance for Doubtful Account                   $ 602,481
                                                         ---------
  Accounts Receivable                                    $ 156,350
                                                         ---------

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

  Promissory Note Receivable                             $ 2,649,398
  Less: Writedown of Note Receivable                     $ 2,649,398
                                                         -----------
          Balance                                             $ -
                                                         -----------

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


              A charge for goodwill was incurred in this fiscal year as a result
         of the  acquisition  of Compelis  Corporation  (formerly  Pioneer Media
         Group) in May 1999. At the time of the  acquisition  Compelis owned 3.2
         million shares of Treasury common stock. These shares were subsequently
         returned to the Company and  cancelled.  Goodwill was recorded for this
         acquisition  as $396,809.  The current  market  value of the  Companies
         stock was $0.625 per share.  Therefore  an  adjustment  to  Goodwill of
         $200,000 was recorded in this year to account for this action.

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 improvements    1,407         1,407           -              122
                       --------  ------------  ----------    ------------------
                       $ 66,716      $ 35,834    $ 30,882         $ 14,925
                       ========  ============  ==========    ==================

                                       11
<PAGE>
7. Securities Available for Sale
              During the period the Company purchased equity securities in other
         Corporations  that management  considers to be strategic or synergistic
         to the Company's growth. The Securities Available for Sale are recorded
         at their fair  market  value for this  reporting  period  (October  31,
         2000).

                                                          Reported   Fair Value
   Issuer                              Market   Cost     Gain (Loss) (@10/31/00)
   -----------------------------------------------------------------------------
   American Sports History Inc.        OTC BB  $130,486   $129,514    $260,000
   Wall Street Financial Corporation   OTC BB   $70,950   ($  325)    $ 70,625
                                             -----------------------------------
                                               $201,436   $129,189    $330,625
                                             -----------------------------------
   Subsequent Event

              As  of  January  18,  2001  the  current  market  value  of  these
         securities  is  $129,700.  This would result in an  unrealized  loss of
         $71,736 as of the reporting date.

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
                                 ----------------

9. Deferred Gain  resulting  from the Sale of Subsidiary  ("Mega Blow  Mouldings
Ltd.")

Net Gain on Sale of Subsidiary                                    $ 2,811,231
Less: Adjustment to Sale Price of Mega Blow       $ 850,000
Less: Allowance for Deferred Gain               $ 1,961,231       $ 2,811,231
                                                -----------       -----------
                                                                       $ -
                                                                  -----------
10. 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
                                                                ---------------

                                       12
<PAGE>
         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.


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



12. Income taxes
              As at  October  31,  2000 the  company  had a net  operating  loss
         carryover of approximately $6,261,958 expiring in various years through
         2015.







































                                       13
<PAGE>

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

         This  Quarterly  Report on Form 10-QSB for the  quarterly  period ended
October 31, 2000 contains "forward-looking" statements within the meaning of the
Federal securities laws. These forward-looking statements include, among others,
statements   concerning   the   Company's    expectations   regarding   business
opportunities and market trends, competition,  sales trends, the availability of
debt and equity capital to fund the Company's  capital  requirements,  and other
statements of expectations,  beliefs,  future plans and strategies,  anticipated
events or  trends,  and  similar  expressions  concerning  matters  that are not
historical  facts.  The  forward-looking  statements in this Quarterly Report on
Form 10-QSB for the quarterly period ended October 31, 2000 are subject to risks
and  uncertainties  that could cause actual  results to differ  materially  from
those results expressed in or implied by the statements contained herein.


Overview
--------
         Treasury International, Inc. (the "Company") is a holding company whose
objective  is  to  create  shareholder  value  by  acquiring  and/or  developing
operations and proprietary assets that generate  sustainable  revenues and which
yield long-term growth potential. The Company's operations are located primarily
in North America.

         During the next few years, the Company expects to continue to implement
its development strategy.  The Company's development strategy includes acquiring
operations and assets that meet the following objectives:  (i) allow the Company
to gain strategic position,  (ii) improve asset productivity,  and (iii) improve
growth potential in both emerging  technologies and key targeted vertical market
sectors.  To increase  market share,  the Company may also attempt to acquire or
seek alliances with key  competitors and other companies that may have important
products and synergies with the Company's existing operations and products.

         The  Company's  new  management  team has  revised  both the  Company's
restructuring  plans and the Company's  operations.  New management believes the
Company is now  positioned  to realize  significant  growth in both  revenue and
market share within its operating entities.

         The purchase of Pioneer  Media Group in May 1999 (now known as Compelis
Corporation)  allowed the Company to reorient its business  focus  through entry
into the growing Internet  E-commerce and E-business  field. In conjunction with
the acquisition of Pioneer Media Group,  the Company also  reacquired  3,200,000
shares  of  its  common  stock  owned  by  Pioneer  Media  Group  prior  to  the
transaction,  which resulted in a reduction to goodwill of $200,000.  Management
believes  that the  acquisition  of these new  software  assets  will  allow the
Company to generate  revenues  from new  sources.  As the core of the  Company's
Internet  strategy,  management  also believes that these assets will  represent
significant opportunities for development.

         The Company's current business is the design,  development and delivery
of  internet-based   enterprise  management  and  communication   solutions  for
organizations  with less than 500 employees and sales of less than $100,000,000.
The Company's products facilitate the sharing of  business-critical  information
between employees,  trading partners and customers to streamline  processes,  to

                                       14
<PAGE>

encourage knowledge transfer and to build competitive  advantage.  The Company's
operations include Compelis Corporation, Retailport.com, Inc. and Webco-ops.com,
Inc. The Company also owns the following  suite of proprietary  software  assets
and   activities   known   as  the   Active   Business   Solutions:   ActiveRMS,
ActiveCommerce,   ActiveCatalog,   ActiveCD,   ActiveDataBank,   ActiveHost  and
ActiveDesign.

         In May 2000,  the Company  released  its core family of  Internet-based
software solutions, consisting of ActiveRMS for retailers and ActiveCommerce for
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.

         The Company's  former  subsidiary,  Mega Blow Mouldings  Limited ("Mega
Blow"),  was  acquired  on  October  30,  1996 for  $$2,863,182,  consisting  of
$1,361,302 of cash and  $1,501,880 of  debentures.  Subsequently,  Mega Blow was
sold effective  November 30, 1998 for $4,250,000,  consisting of a $250,000 cash
deposit,  a $4,000,000  promissory  note,  and an $850,000  promissory  note. On
November 7, 1999, the $4,000,000 promissory note was reduced by a credit against
the debentures of $1,394,266  (principal of $1,240,602  and accrued  interest of
$153,664).  The Company  currently  holds a promissory  note with an outstanding
principal balance of $2,649,398,  which is currently in default,  as a result of
which the Company did not recognize any related  interest income during the nine
months ended  October 31, 2000.  During the fiscal year ended  January 31, 2000,
the note  receivable  resulting from the sale of Mega Blow was  restructured  by
eliminating the $850,000 note receivable against deferred gain.

         The financial statements included herein as of October 31, 2000 and for
the nine months ended  October 31, 2000 and 1999 have been  restated  from those
previously  filed with the United States  Securities and Exchange  Commission in
the Company's  Quarterly  Report on Form 10-QSB for the  quarterly  period ended
October 31, 2000, to recognize charges to operations for uncollectible  accounts
receivable  relating to the Mega Blow promissory note and for deferred  research
and development costs, to reduce  amortization  expense and other income, and to
recognize a reduction in deferred gain on sale of Mega Blow.


Nine Months Ended October 31, 2000 and 1999
-------------------------------------------
         The Company's  results of operations  for the nine months ended October
31, 2000 include  approximately six months of operations of Compelis Corporation
(formerly Pioneer Media Group), which was acquired effective May 7, 1999.

         Revenues  from  operations  for the nine months ended  October 31, 2000
were  $253,210,  as compared to $205,092 for the nine months  ended  October 31,
1999, an increase of $48,118 or 23.5%.

         Management  fees of $33,333  were  charged to Mega Blow during the nine
months  ended  October  31,  1999.  Interest  income of $455,321  resulted  from
extension  agreements  signed with the  purchasers  of Mega Blow relating to the
$4,000,000 promissory note. Since no interest payment has been received, and the
promissory note and related accrued interest are in default,  a bad debt expense
has been recorded to write-off  the accrued  interest of $455,321 at October 31,
1999.

                                       15
<PAGE>


         Cost of goods sold was $196,280 or 77.5% of operating  revenues for the
nine  months  ended  October  31,  2000,  as  compared  to  $170,045 or 82.9% of
operating revenues for the nine months ended October 31, 1999.

         General and administrative  expenses decreased to $282,354 for the nine
months ended October 31, 2000, as compared to $289,922 for the nine months ended
October 31,  1999.  General and  administrative  costs  include the normal costs
associated with the ongoing operations and administration of a public company.

         Software  development  costs were  $242,090  for the nine months  ended
October 31, 2000,  as compared to $82,632 for the nine months ended  October 31,
1999, reflecting increased expenditures to enhance the functional aspects of the
Company's  software  products.  The Company's  ability to develop and market new
products  and  product  enhancements  in a timely  manner is  subject to various
factors, including the availability of qualified personnel, the ability to solve
technical  issues,  and the  availability  of adequate  financial  resources  to
support  such  efforts,  as well as other  factors  outside  the  control of the
Company.  There can be no  assurances  that the Company  will be  successful  in
developing and marketing new products and product enhancements.

         The Company  recorded a write-down  of note  receivable  of $688,167 to
reflect  the  default on the Mega Blow  promissory  note  during the nine months
ended October 31, 2000.

         As a result of the foregoing  factors,  the Company  recorded a loss of
$1,192,147  for the nine months ended October 31, 2000, as compared to a loss of
$323,569 for the nine months ended October 31, 1999.

         The Company recorded unrealized gains on securities of $129,189 for the
nine months ended October 31, 2000.

         The net gain of $2,811,231 originally due from the sale of Mega Blow at
January 31, 1999,  reduced by $850,000 to  $1,961,231  at January 31, 2000,  was
offset against the note receivable  balance of $1,961,231 at October 31, 2000 as
a result of the note receivable being in default.


Liquidity and Capital Resources
-------------------------------
         During the nine months  ended  October  31, 2000 and 1999,  the primary
sources  of  liquidity  for the  Company  were  from the sale of  common  stock,
borrowings  under loans and notes payable,  and funds generated from the sale of
Mega Blow.

         Operating.  During the nine months ended October 31, 2000 and 1999, the
Company's   operations   utilized  cash  resources  of  $639,559  and  $269,225,
respectively.  As of  October  31,  2000,  the  Company's  net  working  capital
deficiency  was  ($99,457),  as compared  to  ($342,073)  at January  31,  2000,
respectively,  reflecting current ratios of .84:1 and .16:1,  respectively.  The
reduction in the net working capital  deficiency at October 31, 2000 as compared
to  January  31,  2000  was in  part a  result  of the  increase  in  marketable
securities of $330,625.

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<PAGE>


         Financing.  During the nine months ended October 31, 2000 and 1999, net
proceeds  (disbursements)  with respect to the issuance  (repurchase)  of common
stock was ($145,171) and $316,000, respectively.

         At January 31, 2000 and October 31, 2000,  the Company owed $56,547 and
$65,979, respectively, to Royal Bank of Canada under a $67,000 operating line of
credit.

         Loans and notes  payable  increased by $868,796  during the nine months
ended October 31, 2000, including loans from officers and directors of $206,472.

         During the nine  months  ended  October  31,  2000,  the  Company  made
$267,853 of long-term investments.

         The  Company  believes,  based  on its  currently  proposed  plans  and
assumptions  relating to its existing assets, that its projected cash flows from
operations,  combined with borrowings and/or the sale of common stock or assets,
will be sufficient to meet its  operating  and  financing  requirements  through
January 31, 2001. However, depending on the Company's rate of growth and results
of operations,  the Company may seek to raise  additional debt or equity capital
through public or private financings, increasing its current lending facilities,
or through  project-specific  financings.  There can be no  assurances  that the
Company will be  successful  in raising any  required  capital on a timely basis
and/or under acceptable terms and conditions,  and the Company's inability to do
so may impair its ability to implement its business plan.


Recent Accounting Pronouncements
--------------------------------
         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS
No. 133"),  which,  as amended,  is effective for financial  statements  for all
fiscal  quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position  and  measure  them at fair  value.  SFAS No.  133 also  addresses  the
accounting for hedging  activities.  The Company will adopt SFAS No. 133 for its
fiscal year beginning  February 1, 2001. The Company currently does not have any
derivative  instruments  nor is it engaged in any hedging  activities,  thus the
Company  does  not  believe  that  implementation  of SFAS No.  133 will  have a
material effect on its financial statement presentation and disclosures.

         In December 1999,  the Staff of the Securities and Exchange  Commission
issued Staff  Accounting  Bulletin No. 101,  "Revenue  Recognition  in Financial
Statements" ("SAB No. 101"). SAB No. 101, as amended by SAB No. 101A and SAB No.
101B,  is  effective  no later than the fourth  fiscal  quarter of fiscal  years
beginning  after  December 15, 1999.  SAB No. 101 provides the Staff's  views in
applying   generally   accepted   accounting   principles  to  selected  revenue
recognition  issues.  The Company  believes that it currently  complies with the
accounting and disclosures provisions described in SAB No. 101. Accordingly, the
Company does not believe that implementation of SAB No. 101 will have a material
effect on its financial statement presentation and disclosures.

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         PART II.  OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

            (a) Exhibits

            (b) Reports on Form 8-K. None










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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: January 19, 2001      By ___________________________________________
                                 Dale Doner, President



 Dated: January 19, 2001      By ___________________________________________
                                 Marlin Doner, Chief Financial Officer







































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