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, 1999

                                       OR

( )  Transition  Report  pursuant  to Section 13 or 15 (d) of the  Securities
     Exchange Act of 1934.

             For the transition period from __________ to __________

                         Commission File Number: 0-28514



                          TREASURY INTERNATIONAL, INC.
                  ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

               Delaware                                 98-0160284
    ------------------------------          ---------------------------------
   (State or Other Jurisdiction of          (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               No X



<PAGE>ii



         As of October 31, 1999,  93,920,677  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, 1999 was $5,219,063.




<PAGE>1

PART I Financial Information
ITEM 1.  Financial Statements

ACCOUNTANTS' REVIEW REPORT



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


Board of Directors and Shareholders
Treasury International, Inc.

We have reviewed the accompanying interim consolidated balance sheet of Treasury
International,  Inc.  as at  October  31,  1999  and  the  interim  consolidated
statements  of  operations  and cash flows for the nine months  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 audit  standards,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

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


                                                         BROMBERG & ASSOCIATE
                                                         CHARTERED ACCOUNTANTS




TORONTO, CANADA
January 24, 2000

<PAGE>2



                          TREASURY INTERNATIONAL, INC.
                       INTERIM CONSOLIDATED BALANCE SHEET
                             AS AT OCTOBER 31, 1999
                                   (UNAUDITED)
<TABLE>
<S>                                                           <C>                     <C>

                                     ASSETS
                                                                October 31, 1999        January 31, 1999
                                                                ----------------        ----------------
CURRENT
       Bank                                                    $              -         $        19,956
       Accounts Receivable                                              509,590                 850,000
       Due from Wexcap Group                                              3,000                       -
       Sundry Assets                                                      3,083                   3,098
                                                                ----------------         ---------------
       TOTAL CURRENT ASSETS                                             515,673                 873,054

PROMISSORY NOTE RECEIVABLE (Note 3)                                   3,990,000               4,000,000

GOODWILL (Notes 2b  & 4)                                                387,618                       -

RESEARCH AND DEVELOPMENT COSTS (Notes 2c & 5)                            68,860                       -

CAPITAL ASSETS (Notes 2d & 6)                                            12,869                   6,935
                                                                ----------------         ---------------
TOTAL ASSETS                                                         $4,975,020              $4,879,989
                                                                ================         ===============


                                   LIABILITIES

CURRENT LIABILITIES
       Bank Indebtedness                                       $         43,813       $               -
       Account Payable and Accrued Liabilities                          184,404                  83,807
       Current portion of long-term debt (Note 7)                     1,240,602               1,240,602
                                                                ----------------         ---------------
                                                               $      1,468,819       $       1,324,409

NOTES PAYABLE (Note 8)                                                  284,009                       -
                                                                ----------------         ---------------
TOTAL LIABILITIES                                                     1,752,828               1,324,409
                                                                ----------------         ---------------

                              SHAREHOLDERS' EQUITY


SHARE CAPITAL
       Authorized
              100,000,000 common shares
       Issued
              93,920,677 common shares
                                                                          9,392                   8,832

CONTRIBUTED SURPLUS (Note 10)                                         4,770,516               4,455,076

DEFICIT (Note 11)                                                    (1,557,716)               (908,328)
                                                                ----------------         ---------------
                                                                      3,222,192               3,555,580
                                                                ----------------         ---------------

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                             $4,975,020              $4,879,989
                                                                ================         ===============


</TABLE>

<PAGE>3

                          TREASURY INTERNATIONAL, INC.
                    INTERIM CONSOLIDATED STATEMENT OF DEFICIT
                       NINE MONTHS ENDED OCTOBER 31, 1999
                                   (UNAUDITED)

<TABLE>

     <S>                                                                    <C>                     <C>

                                                                            October 31, 1999         October  31, 1998
                                                                           ------------------       ------------------

       Balance, Beginning of Period as restated                                   ($908,328)              ($3,066,963)

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

       Net (Income) Loss for the Period                                             200,612                  (212,523)
                                                                           ------------------       -------------------

       Balance, End of Period                                                   ($1,557,716)              $(3,279,486)
                                                                           ==================       ===================


</TABLE>


<PAGE>4


                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                       NINE MONTHS ENDED OCTOBER 31, 1999
                                   (UNAUDITED)

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

                                                                               October 31,1999          October 31,1998
                                                                           -------------------       ------------------
REVENUE From Operations                                                     $          205,092       $       3,395,865

MANAGEMENT FEE INCOME                                                                   33,333                       -

Interest and Penalty Income                                                            455,521                       -
                                                                           -------------------       ------------------


TOTAL INCOME                                                                           693,946               3,395,865

COST OF GOODS SOLD                                                                     170,045               2,816,383
                                                                           -------------------       ------------------
GROSS PROFIT                                                                           523,901                 579,482

EXPENSES

       General and administrative                                                      314,695                 718,107
                                                                           -------------------       ------------------

INCOME (LOSS) FROM OPERATIONS BEFORE UNDER NOTED ITEM                                  209,206                (138,625)

       Interest Expense                                                                  8,594                  73,898
                                                                           -------------------       ------------------

NET INCOME (LOSS)                                                                     $200,612               ($212,523)
                                                                          ====================      ===================

Income (Loss) per Share                                                                $0.0022                 ($0.003)
                                                                           ===================       ==================
Weighted Average Number of Common Shares Outstanding                                92,200,296              61,243,332
                                                                           ===================       ==================
</TABLE>


<PAGE>5



                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                       THREE MONTHS ENDED OCTOBER 31, 1999
                                   (UNAUDITED)

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

                                                                 October 31,1999        October 31,1998
                                                              -------------------      ------------------

REVENUE FROM OPERATIONS                                        $         121,742       $       1,367,128

MANAGEMENT FEE INCOME                                                     10,000                       -

INTEREST AND PENALTY INCOME                                              204,424                       -
                                                              -------------------      ------------------
TOTAL INCOME                                                             336,166               1,367,128
                                                              -------------------      ------------------
COST OF GOODS SOLD                                                        95,783                 983,334
                                                              -------------------      ------------------
GROSS PROFIT                                                             240,383                 383,794
                                                              -------------------      ------------------
EXPENSES

       General and administrative                                        120,462                 338,075
                                                              -------------------      ------------------
INCOME FROM OPERATIONS BEFORE UNDER NOTED ITEM                           119,921                  45,719

       Interest Expense                                                    4,175                  22,749
                                                              -------------------      ------------------
NET INCOME                                                     $         115,746       $          22,970
                                                              ===================      ==================

Income per Share                                               $          0.0013       $          0.0003
                                                              ===================      ==================

Weighted Average Number of Common Shares Outstanding                  92,200,296              61,243,332
                                                              ===================      ==================

</TABLE>




<PAGE>6



                          TREASURY INTERNATIONAL, INC.
        INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                       NINE MONTHS ENDED OCTOBER 31, 1999
                                   (UNAUDITED)

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

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

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

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

Issued 3,200,000 shares of common stock for all of            3,200,000              320               191,680
the outstanding issued shares of Compelis Corporation
(formerly Pioneer Media Group)
                                                          -------------        -----------        --------------

Balance-July 31, 1999                                        93,320,677          $ 9,332           $ 4,746,576

Issued 600,000 shares of common stock in                        600,000               60                23,940
consideration for the reduction of the notes payable
by $24,000

                                                          -------------        -----------        --------------
Balance - October 31,1999                                    93,920,677          $ 9,392           $ 4,770,516
                                                          =============        ===========        ==============

</TABLE>


<PAGE>7



                          TREASURY INTERNATIONAL, INC.
                  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                       NINE MONTHS ENDED OCTOBER 31, 1999
                                   (UNAUDITED)
<TABLE>
<S>                                                                           <C>                    <C>
                                                                               October 31,1999          October 31,1998
                                                                              -----------------        ----------------
Cash flows from operating activities
       Net income (loss)                                                        $     200,612               ($212,523)
       Adjustment to Retained Earnings                                               (850,000)                      -
       Adjustment to reconcile net income (loss) to net cash used in                        -                       -
       operating activities
       Increase in deferred Income Taxes                                                    -                      99
       Amortization                                                                    24,773                 162,906
       (Increase) decrease in accounts receivable                                     340,410                 123,533
       Increase in amount due from Wexcap Group                                        (3,000)                      -
       Increase in inventories                                                              -                (166,271)
       Decrease in sundry assets                                                           15                  39,317
       Increase in accounts payable                                                   100,597                  80,743
                                                                              -----------------        ----------------

Net cash used for operating activities                                              (186,593)                  27,804
                                                                              -----------------        ----------------

Cash flows from financing activities
       Promissory note receivable                                                      10,000                       -
       Notes payable                                                                  284,009                       -
       Long-term debt                                                                       -              (1,480,787)
       Proceeds on issue of common shares                                             316,000               1,495,345
                                                                              -----------------        ----------------

       Cash provided by financing activities                                          610,009                  14,558
                                                                              -----------------        ----------------

Cash flows from investing activities
       Goodwill                                                                      (396,809)                      -
       Research and development costs                                                 (82,632)                      -
       Purchase of capital assets                                                      (7,744)                (15,342)
                                                                              -----------------        -----------------

Cash used for investing activities                                                   (487,185)                (15,342)
                                                                              -----------------        ----------------

Increase in bank indebtedness                                                         (63,769)                 27,020
Bank balance (indebtedness), beginning of period                                       19,956                (492,012)
                                                                              -----------------        ----------------
Bank indebtedness, end of period                                                     ($43,813)              ($464,992)
                                                                              =================         ===============

</TABLE>

<PAGE>8

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

The financial  information for the nine-month periods ended October 31, 1999 and
1998 presented in this Form 10-QSB has been prepared from accounting  records of
Treasury  International,  Inc. (the  "Company")  without audit.  The information
furnished  reflects all  adjustments,  which are, in the opinion of  management,
necessary for a fair statement of the results of interim periods.

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


1.   Nature of business

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

2.   Summary of significant accounting policies

     a)   Basis of consolidation

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

     b)   Goodwill

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

     c)   Research and development costs

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

     d)   Capital assets

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

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

<PAGE>9

     e)   Revenue Recognition

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

     f)   Income per share

          Income per share is calculated based on the weighted average number of
          shares outstanding during the period of 92,200,296.

     g)   General

          These  financial  statements  have been  prepared in  accordance  with
          United States generally accepted accounting principles (GAAP), as they
          relate to these financial statements.

3.   Promissory Note Receivable

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

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

4.       Goodwill
<TABLE>
     <S>                       <C>                       <C>                   <C>
                               October 31, 1999                                   January 31, 1999
      -------------------------------------------------------------------       ---------------------
                                   Accumulated               Net book                 Net book
             Cost                  Amortization               value                    value
      -------------------       -------------------       ---------------       ---------------------

           $396,809                   $9,191                 $387,618                   $ -
      ===================       ===================       ===============       =====================


5.     Research & Development Costs

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

            $82,632                   $13,772                 $68,860                   $ -
       ==================       ===================       ===============       =====================

</TABLE>


<PAGE>10


6.   Capital assets
<TABLE>
      <S>                              <C>               <C>                   <C>              <C>

                                                         October 31, 1999                        January 31, 1999
                                        ---------------------------------------------------    ---------------------
                                                            Accumulated         Net book             Net book
                                            Cost            Amortization          value               value
                                        --------------    -----------------    ------------    ---------------------
      Office equipment                      $21,715            $12,243            $9,472               $6,935
      Computer equipment                     16,406             13,183             3,223                    -
      Leasehold improvements                  1,407              1,233               174                    -
                                        --------------    -----------------    ------------    ---------------------

                                            $39,528            $26,659           $12,869               $6,935
                                        ==============    =================    ============    =====================

</TABLE>

7.   Current portion of long-term debt

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

8.   Notes payable

     The notes payable consist of the following:

          Due Date                   Principal Amount   Interest Rate
       --------------                -----------------  --------------
       March 31, 2000                     $ 34,000          12%
       March 31, 2000                     $  8,160          12%
       March 31, 2000                     $ 52,020          15%
        July 15, 2000                     $ 40,000          15%
        July 31, 2000                     $100,000          15%
        July 20, 2005                     $ 49,829          12%
                                      ----------------
       Total

9.   Income taxes

     As at October 31, 1999,  the company had a net operating  loss carryover of
     approximately $2,422,000 expiring in various years through 2014.

10.  Contributed surplus

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

11.  Adjustment to selling price

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

<PAGE>12

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

Overview

     The  information  contained  in this Item 2,  Management's  Discussion  and
Analysis or Plan of Operation,  contains "forward looking statements" within the
meaning of Section 27A of the Securities  Act 1933, as amended (the  "Securities
Act"),  and Section 21E of the Securities  exchange Act of 1934, as amended (the
"Exchange  Act").  Actual results may materially  differ from those projected in
the forward  looking  statements as a result of certain risks and  uncertainties
set forth in this report. Although management believes that the assumptions made
and  expectations  reflected in the forward  looking  statements are reasonable,
there is no assurance that the underlying assumptions will, in fact, prove to be
correct  or  that  actual  future   results  will  not  be  different  from  the
expectations expressed in this report.

     Treasury is an asset management  company in the business of acquiring other
organizations  and assets which build synergies,  enhance  business  development
opportunities  and  strengthen  management  structures  for its  other  business
assets.

     On November 30, 1998,  Treasury sold its only  operating  subsidiary,  Mega
Blow Mouldings Limited ("MBML").  The Company received a non-refundable  deposit
of  $250,000,  a  Promissory  Note  ("Note")  of  $4,000,000  and the release of
Treasury as guarantor  for MBML's debt at the Royal Bank of Canada.  On November
5, 1999 the Company  extended the due date of the  promissory  note from June 1,
1999 to January  31,  2000.  In  exchange  for this  extension  the  Company has
received cash and  consideration of $1,394,2266 to retire its long term debt and
the interest  due on the  Inter-company  loan  payable to its former  subsidiary
MBML. Further the Company has signed a Guaranty and Indemnity Agreement with the
purchaser  which releases the Company as a third party guarantor for MBML's debt
with the Royal Bank of Canada.

     Treasury,   through  its  wholly  owned  subsidiary  Compelis  Corporation,
develops  Internet based enterprise  commerce  solutions that allow companies to
link their  trading  partners as well as integrate  internal  applications  on a
variety of networks and platforms.  These Internet-based hosted applications and
web-enabled  industry  databases for  manufacturers,  distributors and retailers
drive down the total cost of  technology  ownership  and  support.  Additionally
Compelis  provides  technology  based  marketing  solutions  (print and Internet
catalogs  and  end  to  end  e-commerce  enterprise  solutions),  digital  asset
management and creative design for business to business communications.

     Compelis hosts a proprietary  database of product information from over 300
of the  leading  manufacturers  of  industrial  products.  From  this  database,
Compelis  publishes print,  CD-ROM and Internet based catalog  solutions for its
industrial  customers.  Compelis  receives and  reproduces  information  for the
database using the latest  technology  tools and provides  output in the formats
required  for the target  publishing  media.  Compelis  is  responsible  for the
maintenance  of the  electronic  information  and the output  applications,  all
printing and CD replication is outsourced through third party sources.

     Compelis,  through its Active Business Solutions suite of software products
builds dynamic web sites which enable Internet users to access  information from
a company's  catalog,  integrate  with internal  management  systems to generate
request for quotation (RFQ),  manage  requisitions and place orders via purchase
orders  or credit  card  transaction.  This  Internet-based  procurement  system
automates  the flow of  information  between  buyers  and  sellers to build cost

<PAGE>12


efficiency  into each  transaction.  Management  believes  that the  strength of
Compelis is its ability to provide  customers with a complete  end-to-end print,
CD-ROM and Internet commerce solution.  Compelis' current target markets include
distributors and manufacturers of industrial,  maintenance  repair and operation
(MRO),  fastener,  fluid  power,  power  transmission,   electrical,   plumbing,
occupational health and safety products.

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

     Management believes the future for Treasury is its ability to capitalize on
emerging  technologies  that  link  trading  partners  in end to end  enterprise
commerce  solutions.  The Company is well  positioned as an early entrant in the
thin client,  Internet-based  procurement  and  management  systems  market with
products such as ActiveCatalog and  ActiveCommerce  for e-business and ActiveRMS
for e-retail.

Subsequent Events

     Company   information   can  be   found   at  the   following   web   sites
www.compelis.com  and  www.treyinvestor.com.  These  sites  are to  attract  new
business and inform interested parties about the Company's  intiatives.  Further
the  Company  has  launched  its  demomonstration  site  for  ActiveCommerce  at
www.commerceIS.com.  to demonstrate the functional  capabilities of software. It
is  populated  with  product   information  from  leading   industrial   product
manufacturers  and gives  Compelis a strategic  advantage  in the  evolution  of
e-commerce  and  e-business  for the  Industrial  Supply ("IS") and  Maintenance
Repair  and  Operation  ("MRO")  markets.  Compelis  maintains  its  proprietary
database and provides access through subscription to its customers, reducing the
total cost of ownership and support for implementers of these technologies.

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


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

     During the three months period ended October 31, 1999 the Company  realized
total  income of  $336,166.  The revenue  from  operations  climbed 46% from the
previous  quarter as contracts were  completed.  The sale of Mega Blow Mouldings
Ltd. ("MBML"),  formerly the Company's only operating subsidiary,  resulted in a
revenue  decrease from $1,367,128 at October 31, 1998 to $336,166 at October 31,
1999.

     Operating  expenses  continued to decline  during the reporting  period and
reflect the streamlining of operations from the sale of MBML. Operating expenses
are  principally  the result of  professional  fees,  compliance  reporting  and
restructuring  expenses  related  to the  ongoing  administration  of the public
company  and the  purchase  of  Pioneer  Media  Group  (now  known  as  Compelis
Corporation).  Also included are the three month operating  expenses of Compelis

<PAGE>13


Corporation, currently the Company's only operating subsidiary.

     The Company experienced a net profit of $115,746 for the three month period
ended October 31, 1999, compared to net income of $22,970 for the same period in
1998. The year to date net profit of $200,612 is a 205% improvement from October
31, 1998.  This year over year  improvement in  profitability  are the result of
more  streamlined  operations  plus are  impacted  by the  interest  accrued and
penalty  income due on the  Promissory  Note the Company  holds from the sale of
MBML.

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

     Liquidity and Capital Resources

     Current assets totalled $515,673 at October 31, 1999. A one time adjustment
for activity in a previous  period of $850,000 was booked in the second  quarter
adjusting the sale price of Mega Blow Mouldings Ltd.  ("MBML").  On November 30,
1998  the sale of MBML was  inaccurately  reported  by  previous  management  to
include an $850,000 note  receivable in addition to the $250,000  non-refundable
deposit  plus the  $4,000,000  Promissory  Note  ("Note")  being  held  from the
purchasers,  for an aggregated  sale price of $5,100,000.  Upon further  review,
subsequent  to the year end audit dated  January 31, 1999,  it is the opinion of
current  management that this  adjustment was required to more accurately  state
the amount  realizable  from the sale of MBML as $4,250,000  not the  $5,100,000
previously reported.

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

     Liabilities  totalled  $1,752,828  at October 31,  1999.  In this amount is
$1,240,602,  the current portion of long-term debt,  which is an amount Treasury
owes to its former  subsidiary  MBML and is related to the original  purchase of
the asset on October 31,1996.  On November 5, 1999 Treasury executed an Addendum
to the MBML Stock Purchase Agreement with the purchaser of MBML. In exchange for
the extention to the due date of the Promissory Note,  Treasury has received its
release as  guarantor  to MBML and its  banker,  the Royal  Bank of  Canada.  In
addition,   Treasury  has  been   released  by  MBML  for  the  balance  of  the
Inter-company  Loan, the current portion of long term debt,  which is $1,240,602
plus interest.  The total consideration being applied against the balance of the
Note is $1,394,266 which includes the $1,240,602 principal payment plus $153,664
interest  expense.  The result of this  transaction,  to be booked in the fourth
quarter,  is the elimination of the Company's  obligations on the  Inter-company
payable  due  to  its  former  subsidiary  MBML  (see  Note7  of  the  financial
statements).

     The Company  believes it will generate  sufficient  positive cash flow from
operations to meet its operating  requirements  for the next twelve months.  The
primary  sources of liquidity for the Company are the funds  generated  from the
sale of MBML and the revenue from its Compelis subsidiary. However, there can be
no assurance that the Company will be able to realize on its promissory  note or
generate sufficient revenues from Compelis to be able to repay its debts. If the
funds  available from the collection of the promissory  note,  together with its
current cash and cash  equivalents are not sufficient to meet the Company's cash

<PAGE>14


needs, the Company may, from time to time, seek to raise capital from additional
sources,  including the  establishment of lending  facilities,  project-specific
financings and additional public or private debt or equity financings.

<PAGE>15

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K


     (a)  Exhibit

          None

     (b)  Reports on Form 8-K.

          None

<PAGE>16

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 25, 2000          By: /s/ DALE DONER
                                               ---------------------
                                               Dale Doner, President







     Dated:  January 25, 2000           By: /s/ MARLIN DONER
                                                -----------------------------
                                                Marlin Doner, Chief Financial
                                                Officer