TREASURY INTERNATIONAL INC




                              Filing Type: 10KSB/A

                           Description: Annual Report

                            Filing Date: Jan 19, 2001

                            Period End: Jan 31, 2000




            Primary Exchange: Over the Counter Includes OTC and OTCBB

                                  Ticker: TREY


































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TREASURY INTERNATIONAL INC - 10KSB/A-Amended Annual Report Date Filed: 1/19/2001


                                Table of Contents




                                     10KSB

PART I......................................................................2
ITEM 1......................................................................2
ITEM 2......................................................................9
ITEM 3......................................................................9
ITEM 4......................................................................9
PART II.....................................................................9
ITEM 5......................................................................9
Table1......................................................................9
ITEM 6.....................................................................10
ITEM 7.....................................................................14
ITEM 8.....................................................................14
PART III...................................................................14
ITEM 9.....................................................................14
Table2.....................................................................14
ITEM 10....................................................................15
Table 3....................................................................16
ITEM 11....................................................................16
Table4.....................................................................16
ITEM 12....................................................................17
ITEM 13....................................................................17
Balance Sheet..............................................................22
Table6.....................................................................23
Income Statement...........................................................24
Table8.....................................................................25
Cash Flow Statement........................................................26
Table10....................................................................27
Table11....................................................................28
Table12....................................................................29

                                      EX-21

EX-21......................................................................29

                                      EX-23

EX-23......................................................................30

                                      EX-27

Exhibit 27 Table...........................................................31





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

                                  Form 10-KSB

     (Mark One)

X    Annual report under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for the fiscal year ended January 31, 2000

                                       OR

__   Transition report under 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 or         (IRS Employer
                      Organization)                         Identification No.)

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

        Registrant's telephone number, including area code: (519) 579-3424

        Securities Registered Pursuant to Section 12(b) of the Act: None

        Securities Registered Pursuant to Section 12(g) of the Act: None

                                               Name of Each Exchange on which
       Title of Each Class:                               registered:
-----------------------------------------      ------------------------------
Common Stock, par value $0.0001 per share                    None

         Check  whether the  registrant:  (1) filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  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 __

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ ].


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     As of January 31, 2000,  95,101,777 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 January  31,  2000 was  $16,390,489.
Shares of Common Stock held by each  executive  officer and director and by each
person 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.


                                     PART I

     The information set forth in this Report on Form 10-KSB including,  without
limitation,  that contained in Item 6, Management's  Discussion and Analysis and
Plan of Operation,  contains "forward looking  statements" within the meaning of
Section 27A of the  Securities Act of 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.


ITEM 1.  Description of Business

Overview

     Treasury   International,   Inc.'s  is  focused  on  the   development  and
acquisition of  proprietary  assets in vertical  markets that offer  significant
growth potential.  Treasury attempts to build shareholder value through an asset
management and  acquisition  strategy that targets  companies  where  Treasury's
management,  shareholders  and  corporate  structure can be leveraged to improve
strategic market position, asset productivity and growth potential.

History

     The Company was  incorporated  in the State of Delaware on August 18, 1995.
Following its formation,  the Company acquired all of the issued and outstanding
shares  of  J.J.A.M.P.   Treasury  International  Corp.  ("JJAMP"),  a  Canadian
corporation based in metropolitan Toronto,  Ontario, Canada. JJAMP was organized
on September 29, 1993 and until August 17, 1995,  conducted  its business  under
the name "Treasury  International."  The  acquisition of JJAMP was  accomplished
through the  issuance  of  8,023,812  shares of the  Company's  Common  Stock to
JJAMP's  stockholders.  JJAMP was  dissolved  on August 26,  1997 as part of the
Company's efforts to simplify its corporate  structure.  The operations of JJAMP
are now conducted through the Company.

     On October 30, 1996, the Company acquired all of the issued and outstanding
common shares of Megatran,  a Canadian  company based in  metropolitan  Toronto,
Ontario  that owns all of the issued and  outstanding  common stock of Mega Blow

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Moulding  Limited ("Mega Blow").  The purchase price for the Megatran shares was
$2,863,182,  of which  $2,111,302  was paid in cash and the  balance was paid by
delivery of  debentures  in the original  principal  amount of  $751,880,  which
debentures  are  convertible  into  shares of the  Company's  Common  Stock.  On
December 1, 1998,  the Company sold all of its equity  interest in Mega Blow for
the amount of  $4,250,000,  of which $250,000 was paid in cash and the remaining
$4,000,000  is evidenced by a promissory  note.  This amount was restated by the
current management from the original price of $5,100,000.

     On February 25, 1997 the Company  acquired all of the  outstanding  capital
stock of Silver 925, Inc.  ("Silver"),  a Florida corporation based in Miami, at
an aggregate  purchase price of $2,000,000,  of which $200,000 was due as a cash
payment  over a  five-year  period  and  $1,800,000  was to be paid in shares of
Treasury's  common  stock.  On September 19, 1997,  the Company  entered into an
Agreement with James Hal,  Silver and each of Moche Bendayan,  Salomon  Bendayan
and  Edward  Kozial  (collectively,  the  "Purchasers"),  pursuant  to which the
Company  resold to the  Purchasers  all of the  outstanding  shares of  Silver's
common stock (the "Silver  Shares").  In consideration for the repurchase of the
Silver Shares and in settlement of all  obligations of the Company and James Hal
under the terms of that certain  Agreement dated as of June 18, 1996, as amended
as of February 25, 1997,  the Company  issued to the  Purchasers an aggregate of
752,500 shares of the Company's common stock.

     On May 7, 1999,  Treasury  completed  the  purchase of Pioneer  Media Group
("Pioneer"), a company that provides technology based marketing solutions (print
and Internet catalogs and end to end e-commerce enterprise  solutions),  digital
asset  management  and creative  design for business to business  communication.
Pioneer also develops  Internet based enterprise  commerce  solutions that allow
companies  to link their  customers  and vendors as well as  integrate  internal
applications on a variety of networks and platforms.

     On May 7, 1999, Treasury repurchased 3,200,000 common shares of its capital
stock through its acquisition of Pioneer.  Pioneer owned the shares prior to its
purchase by the Company.

     On December 1, 1999, the Company  purchased  certain  proprietary  software
Assets, Code and Licenses from Virtual System Solutions Inc. of Wixom,  Michigan
for an aggregate  price of $182,446  plus  additional  development  costs in the
amount of $55,839.  The payment terms were equal  payments of $25,000 in each of
November, 1999, December 1999 and January 2000; with a final payment of $163,285
due on  February  29,  2000.  As of March 1,  2000 all  obligations  under  this
agreement have been met.

     On October 4, 1999 the name of Pioneer  Media Group was changed to Compelis
Corporation.  Management believes that the new identity more accurately reflects
their future vision for the direction of the Company.

     Compelis is a technology  solution provider with the following  proprietary
software assets and activities known as the Active Business  Solutions family of
products: ActiveRMS, ActiveCommerce, ActiveCatalog, ActiveCD, ActiveDataBank and
ActiveHost.  In addition,  Compelis also provides creative design services which
address the Advertising, Marketing and Corporate Identity requirements of its
customers through ActiveDesign.

     Compelis offers these products to its clients - manufacturers, distributors
and retailers - to help them share their corporate story, showcase their product

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offerings  and  allow  them  to  transact  business with anyone, anywhere and at
anytime.   Compelis  offers  its  clients  a  single   technology   partner  for
Internet-based  Electronic  Commerce  (on-line  shopping),  Electronic  Business
(online Request for Quote, Quoting,  Purchase Order and trading  co-operatives),
Internet-based  Retail Management (including  Point-of-Sale,  Inventory Control,
Customer  Database,   Inventory   Transfer  &  Allocation,   Consolidated  Chain
Management and  Reporting),  Electronic  Catalogs  (Internet and CD ROM),  Print
Catalogs,  Brochures and Flyers,  Creative Design including  Corporate Web Sites
and  Corporate   Identity,   Aggregated  Industry  Data  and  Information  Asset
Management.

Active Business Solutions
     The ABS family of  products  is based on leading  open  systems  technology
(Microsoft  Commercial  Internet Systems MCIS),  industry proven methodology and
more than a decade of design,  implementation and support success.  In addition,
Compelis offers technical expertise in all leading publishing software tools and
publishing solutions.

1.       ActiveRMS
     Today's  retailer has much more to do than merchandise his store and select
the right products to be successful.  Retailers need to become computer experts,
implementing  the right hardware and software in a sophisticated  infrastructure
that collects,  stores and reports  information on the  product-mix,  customers,
vendors,  employees  and stores  activity  -  providing  in a timely  manner the
information needed to make the right decisions.

     Developing  and  maintaining  an effective  computer  infrastructure  takes
skill,  human resources,  and a continual keeping abreast of technology;  all of
which requires a great deal of time, effort and expense.  The current technology
deployed  by  most  retailers  requires  much  support,   is  hardware  resource
intensive,  and  restrictive  in terms of  flexibility,  velocity and  location.
Finally, the nature of today's installations creates significant  inefficiencies
on an  industry  basis  with each  retailer  maintaining  independently  vendor,
product and customer lists that are common to all and fails to effectively  link
trading partners.

     Compelis,  as a retail information and technology provider, is successfully
addressing  these various  challenges by redefining  how computer  solutions are
implemented and utilized with leading-edge  Internet-based technology,  advanced
customer support, industry and vertical experience, and strategic relationships.
The Internet provides a cost-effective  vehicle by which sophisticated  software
applications can be developed,  deployed and supported  through ASP partners who
provide the  technology  infrastructure,  hosting  and support in an  outsourced
model. With the growth in use and functionality of business to business Internet
systems,  the  opportunity  to tie  together  trading  partners  (manufacturers,
distributors  and  retailers)  as  well  as  e-commerce   (retailers  and  their
customers),  ActiveRMS has the favourable  position of being an early entrant in
the thin-client, Internet-based, retail systems market

-    POSNet - Point-of-Sale and Sales functions at store level.
-    StoreNet - Functions  to manage store  operations  at the store level incl:
     purchasing,    receiving,   reporting,   employee   maintenance,   customer
     maintenance, etc.
-    ChainNet - Functions to manage chain  operations at the  centralized  level
     incl: centralized purchasing,  receiving,  reporting, employee maintenance,

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     customer  maintenance,   store  parameters,   enterprise  parameters,  data
     import/export, etc.
-    ReportsNet - Functions to provide centralized  reporting available anywhere
     at anytime.
-    RetailNet - Internet-based E-Commerce.
-    KioskNet - Customer Self Serve information and sales functions available at
     store level as well as in remote locations.
-    RegistryNet - Internet-based Gift Registry.
-    SupplyNet - Internet-based E-Business.

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

2.       ActiveCommerce

     Based on Microsoft's  industry leading MS SQL database,  industry  specific
architecture and Internet  Commerce  Technology - ActiveCommerce  is an advanced
Internet  Commerce-Enabled  product  Catalog  that allows  customers to navigate
through your product offerings and then view or print in-depth product knowledge
as well as conduct numerous transactional processes:

-    E-Catalog - display even the most  complex of products  utilizing a dynamic
     industry specific database structure allowing for unlimited categorization,
     the use of an item matrix to present sku  variations  such as color,  size,
     depth,  width,  diameter,  weight,  clarity,  etc. Associate item pictures,
     product specification  sheets,  description and selling features as well as
     related products.

-    E-Commerce - Allow customers to select items from your catalog and add them
     directly to the order desk.  Select shipping location and accept payment by
     Visa,  MasterCard,  Amex and other  tender  methods - with  online  payment
     authorization.

-    E-Business - Customers can now request price and availability quotes online
     freeing  up  order  desk  resources.  Electronically  respond  to the  RFP,
     automatically  generating and emailing a formal quote that you customer can
     turn into a PO at the "click of an icon".

-    Ad Space - Now you have the opportunity to sell ad space on your website to
     your  suppliers and other 3rd parties.  Customize the frequency of display,
     size of ad and the target  audience to build  additional  revenue points in
     your site.

-    Auction  - Allows  hosting  of live  auctions.  Enables  sites  to  auction
     products, accept bids, and determine winners. Users can set reserve prices,
     minimum  bids,  start  and end  dates,  bid  increments,  and  resolve  bid
     conflicts. Users can also notify auction participants of important news via
     DHTML, HTML, or e-mail at any interval.

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     Compelis generates revenues from three sources with ActiveCommerce:  first,
from the  sale of  product  licenses  for each  installation;  second,  from the
creation of content for the e-commerce solution;  third, from the integration of
a company's e-commerce initiative with back-end office systems.

3.   ActiveCatalog

     At the core of every  commerce  solution is the product  catalog.  Creative
Design,   Industry  and  Product  knowledge,   Print  Publishing  expertise  and
Aggregated Industry Databases result in high-quality, unique and effective print
catalogs. It is designed to promote corporate image, make product selection easy
for your  customer  and  extend  the reach and  effectiveness  of your sales and
marketing effort.

     Compelis generates revenue from the creation of content in the catalog both
text and images - plus from the management of print or output to other media.
All printing is outsourced through 3rd party sources.

4.   ActiveCD

     Product  catalog in  electronic  format on CD-ROM.  Two CD  products  allow
Compelis'  customers  to tailor  their  CD's  functionality  to meet both  their
marketing requirements and their customers needs.

-    PDF  Explorer - Utilizing  the  industry  standard  Adobe  Acrobat  Reader,
     Compelis  compiles  print catalog pages in the PDF format  indexed for both
     word and category  searches  allowing easy  navigation with creative design
     attributes that allows for a look and feel tailored to support our client's
     image and message.

-    Contractor's  Companion  -  Distributes  product  catalogs  in a MS  Access
     Database  with an  easy-to-use  application  that can be  installed on your
     customers PC. Your customer will be able to use an extensive  search engine
     to easily locate any product, review sales features, view a product picture
     and generate a Purchase Order that can printed, faxed or emailed.

     Compelis  generates revenue from the programming of the CD, the creation of
the  CD's  interface  and the  CD's  content  creation.  All CD  replication  is
outsourced through 3rd party sources.

5.   ActiveDataBank

     Compelis  has  taken  the  time  and  expense  out of  maintaining  product
information  in both your print and electronic  catalogs  through the management
(additions,   changes  and  purges)  of  aggregated  industry  databases.  These
databases   contains   product   information  from  in  excess  of  300  leading
manufacturers of Industrial,  Health and Safety, Material Handling, Fluid Power,
Fastener and Power Transmission products. From this database, Compelis publishes
print, CD-ROM and Internet based catalog solutions for its industrial  customers
located across Canada.  Compelis  receives and  reproduces  information  for the
database,  using the latest  technology  tools,  in the format  required for the
target  publishing  media.  Compelis is responsible  for the  maintenance of the
electronic information and the output applications.


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     Compelis  generates  revenues  through  subscription to the database by its
clients.  Future  revenues may be available  from  manufacturers  whose  product
information is hosted in the Compelis Data Bank.

6.   ActiveHost

     Compelis  maintains  and hosts  Internet  sites for its clients.  These web
servers are located directly on high speed, reliable Internet networks. Compelis
provides secure servers for credit card processing  through third party partners
who integrate with the ActiveCommerce solution.

     Compelis  generates  revenue from monthly  hosting fees  calculated  by the
amount of traffic and activity on a client's web site.

7.   ActiveDesign

     Compelis  maintains a complete creative design service including  corporate
identity,  web page design,  corporate  brochures,  logos,  product  literature,
business cards and letterhead.  The  combination of leading-edge  technology and
high-end  graphical  presentation not only  differentiates  our clients from the
competition but helps to create buyer preference.

     Compelis  generates  revenue through time and material billing for services
rendered.

     The  strength  of  Compelis  is its  ability  to provide  customers  with a
complete end-to-end print, CD-ROM and Internet  publishing  solution.  Compelis'
current target markets include  distributors  and  manufacturers  of industrial,
maintenance repair and operation,  fastener,  fluid power,  power  transmission,
electrical, plumbing, occupational health and safety products.

     Company   information   can  be   found   at  the   following   web   sites
www.compelis.com and www.treyinvestor.com.  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 Company's  principal executive offices are located at 1081 King Street,
E 2nd Floor,  Kitchener,  Ontario,  Canada N2G 2N1, and its telephone  number is
(519) 579-3424.

Corporate Summary and Growth Strategies

     Treasury  has  refocused  its  mandate  on  creating  shareholder  value by
acquiring and/or building  companies or proprietary  assets that provide revenue
opportunities and which yield long term growth potential in asset value.

     The following objectives define Treasury's strategies:


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     1.   Strategic  Market  Position.  Through  initiatives  such  as  database
          catalog  publishing and dynamic  E-commerce  and  E-business  Internet
          development,  Treasury is an early  entry into the rapidly  developing
          Internet and  information  asset  management  arena.  Our  competitive
          advantages include our ability to adapt to the changing  technological
          environment and the implementation of business solutions that leverage
          Compelis' proprietary information database.  Treasury will continue to
          seek strategic  alliances that provide new revenue streams,  technical
          capabilities and enhanced opportunities to capture market share.

     2.   Asset  Productivity.  The  consolidation  of corporate  activities has
          allowed   us  to  focus  our   energy  and   resources   on   emerging
          opportunities,  accountable and  complimentary to Treasury's  mandate.
          The resulting  synergies from consolidation and the organization's new
          and more efficient  business  processes  yields higher velocity within
          transactions,  shorter  time in getting  products to market and better
          return for each asset dollar investment.

     3.   Growth  Potential.  The Internet and other emerging  technologies have
          and will continue to have a tremendous  impact on today's  businesses.
          In particular,  the rate at which information is exchanged will affect
          a  company's  productivity,  profitability  and  survival.  Management
          believes  that  Treasury  is well  positioned  to  provide  beneficial
          technology-based  business  solutions that provide focus our customers
          on awareness  (products and capabilities),  preference (name and brand
          recognition)  and market share.  Treasury will respond to identifiable
          high yielding growth opportunities where we can capture revenue stream
          and market share through leveraging our asset base.

Research and Development Costs

     The Company, as a software development provider, does incur expenditures on
account of research and  development.  During this reporting  period the Company
spent $233,540 on Research and Development. Management believes that the success
of the Company and its business  operations will require continued  expenditures
in this area;  however,  these  expenditures  can be managed  within  reasonable
correlation  to  operating  revenues  and  asset  building   activities.   These
expenditures could have a material affect on cash flow in the coming year.

Employees

     As of January 31, 2000,  the Company had sixteen full time  employees:  two
officers,  4  sales  and  marketing  representatives,   1  administrator  and  9
production/development  personnel.  The Company  also  contracts  up to nineteen
programmers in India, on an as needed basis,  for software  coding,  programming
and software  development.  None of the Company's employees are represented by a
labor union or are subject to a  collective  bargaining  agreement.  The Company
considers its relations with its employees to be good.

Patents and Trademarks

     The Company has applied for Trademark  protection on the following business
names and activities:  Active  Business  Solutions,  ActiveCommerce,  ActiveRMS,
ActiveRetail and ActiveCatalog.


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ITEM 2.  Properties

     The Company leases 2,200 square feet of space in Kitchener, Ontario, Canada
as  administrative  offices and production  facilities at a rental rate of $1300
(Canadian  Dollars) per month.  The current  lease period  expires on August 31,
2001, with an option to renew until August 31, 2003.

     In addition the Company utilizes sales offices in Wixom,  Michigan and Port
Orchard, Washington. The use of these offices are provided by Messrs. Dale Doner
and Mark Murphy, directors of the Company, on a month to month basis at no cost.

ITEM 3. Legal Proceedings

     The Company is not currently  engaged in any legal  proceedings  and is not
aware of any pending or threatened litigation that could have a material adverse
effect on the Company's business, financial condition or results of operations.

ITEM 4. Submission of Matters to a Vote of Security Holders.

         None

                                     PART II

ITEM 5. Market For Common Equity and Related Stockholder Matters

     In December  1995,  the  Company's  Common Stock  commenced  trading on the
NASDAQ "pink  sheets"  under the symbol  "TREY." On April 12,  1996,  the Common
Stock of the  Company was  approved  for  trading on the  NASDAQ-OTC  Electronic
Bulletin Board. The following table sets forth the range of high and low closing
representative  bid prices for the Company's  Common Stock from  December,  1997
through January 31, 2000 (as reported by NASDAQ),  which represent  inter-dealer
prices,  without  retail  mark-up,  mark-down or commission  and may not reflect
actual transactions:

                    Quarter Ended                High Bid         Low Bid
                  -----------------             ---------         -------
                  April 30, 1997                  $0.31            $0.19
                  July 31, 1997                   $0.20            $0.20
                  October 31, 1997                $0.06            $0.06
                  January 31, 1998                $0.15            $0.142
                  April 30, 1998                  $0.046           $0.039
                  July 31, 1998                   $0.13            $0.125
                  October 31, 1998                $0.09            $0.085
                  January 31, 1999                $0.08            $0.08
                  April 30, 1999                  $0.06            $0.055
                  July 31, 1999                   $0.14            $0.13
                  October 31, 1999                $0.10            $0.09
                  January 31, 2000                $0.28            $0.25


     As of March 21,  2000,  there were 164  holders of record of the  Company's
Common  Stock.  The Company has not  declared or paid any cash  dividends on its
Common Stock since its inception,  and its Board of Directors  currently intends
to retain all earnings for use in the business for the foreseeable  future.  Any
future  payment  of  dividends  will  depend  upon  the  Company's   results  of
operations,  financial  condition,  cash  requirements  and other factors deemed
relevant by the Company's Board of Directors.
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ITEM 6.  Management's Discussion and Analysis or Plan of Operation

         This Annual Report on Form 10-KSB for the fiscal year ended January 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 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
Annual  Report on Form  10-KSB for the fiscal  year ended  January  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 key
competitors,  as well as companies and assets that may have  important  products
and synergies with the Company's existing operations and products.

Significant Events

         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.  Management  believes  that the  acquisition  of these new software
assets (now known as  ActiveRMS  and  ActiveCommerce)  will allow the Company to
generate  revenues from new sources.  Management also believes that these assets
will represent significant opportunities for development, and will form the core
of the Company's Internet strategy.

         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

                                       10

<PAGE>

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).  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 and for the fiscal year
ended January 31, 2000 have been restated from those  previously  filed with the
United States Securities and Exchange  Commission in the Company's Annual Report
on Form 10-KSB for the fiscal year ended January 31, 2000, to recognize a charge
to operations of $602,481 for uncollectible  accounts receivable relating to the
Mega Blow promissory note, to charge to operations $160,002 of deferred research
and development  costs,  and to recognize  deferred gain on sale of Mega Blow of
$1,961,231.

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated  Financial  Statements  included  elsewhere in the Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2000.


Fiscal Years Ended January 31, 2000 and 1999

         The Company's  results of operations  for the fiscal year ended January
31, 1999 include ten months of operations of Mega Blow, which was sold effective
November 30, 1998. The Company's results of operations for the fiscal year ended
January 31, 2000 include  approximately  nine months of  operations  of Compelis
Corporation  (formerly Pioneer Media Group), which was acquired effective May 7,
1999.

         Revenues  from  operations  for the fiscal year ended  January 31, 2000
were  $363,272,  as compared to $3,583,715 for the fiscal year ended January 31,
1999, a decrease of  $3,220,443  or 89.9%,  primarily as a result of the sale of
Mega Blow during the fiscal year ended January 31, 1999.

         Management  fees of $33,333 were charged to Mega Blow during the fiscal
year ended January 31, 2000. Interest income of $602,481 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 $602,481 at January 31, 2000.

         Cost of goods sold was $233,295 or 64.2% of operating  revenues for the
fiscal year ended  January 31,  2000,  as  compared  to  $3,035,195  or 84.7% of
operating revenues for the fiscal year ended January 31, 1999.

         General and  administrative  expenses  decreased  to  $501,303  for the
fiscal year ended  January 31, 2000,  as compared to  $1,041,870  for the fiscal
year ended January 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  $160,002  for the fiscal  year ended
January 31, 2000. There were no software  development  costs for the fiscal year
ended January 31, 1999.

                                       11
<PAGE>

         As a result of the foregoing  factors,  the Company  recorded a loss of
$533,372 for its fiscal year ended  January 31,  2000,  as compared to a loss of
$652,596 for the fiscal year ended January 31, 1999.  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,  is being  deferred  and will be
recorded in the period in which payment is received by the Company.


Liquidity and Capital Resources

         During the fiscal  years ended  January 31, 2000 and 1999,  the primary
sources of  liquidity  for the Company were from the sale of common  stock,  the
issuance of notes payable,  funds generated from the sale of Mega Blow, and cash
flows provided by the operations of Compelis Corporation.

         Operating. During the fiscal year ended January 31, 2000, the Company's
operations  generated  cash  resources  of  $343,643,  as compared to using cash
resources of  $1,283,196,  primarily as a result of a reduction in cash utilized
to support increased accounts  receivable and decreases in accounts payable.  As
of January 31, 2000 and 1999,  the Company's net working  capital was ($342,073)
and  ($451,355),  respectively,  reflecting  current  ratios of .16:1 and .66:1,
respectively.

         Financing. During the fiscal years ended January 31, 2000 and 1999, the
Company  received  proceeds  from the  issuance of common  stock of $442,296 and
$1,595,080, respectively.

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

         Long-term  debt decreased by $1,240,602 at January 31, 2000 as compared
to January 31, 1999.

         As of  January  31,  2000,  the  Company  had notes  payable to various
individuals  aggregating  $197,344  with  interest at 12% to 15% per annum,  due
during the fiscal year ending January 31, 2001.

         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,  will be sufficient to meet its operating
and  financing  requirements  for  the  next  twelve  months.  Depending  on the
Company's  rate of growth,  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.


Recent Accounting Pronouncements

         In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, "Reporting  Comprehensive  Income" ("SFAS No. 130"), which is effective
for financial  statements  issued for fiscal years  beginning after December 15,
1997.  SFAS No. 130  establishes  standards  for the  reporting  and  display of
comprehensive  income, its components and accumulated  balances in a full set of
general purpose financial statements.  SFAS No. 130 defined comprehensive income

                                       12
<PAGE>

to include all changes in equity  except those  resulting  from  investments  by
owners  and  distributions  to owners.  Among  other  disclosures,  SFAS No. 130
requires  that all  items  that are  required  to be  recognized  under  current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  presented  with  the  same  prominence  as  other
financial  statements.  The  Company  adopted  SFAS No. 130 for its fiscal  year
beginning  February  1, 1998.  Adoption  of SFAS No. 130 did not have a material
effect on the Company's financial statement presentation and disclosures.

         In June 1997, the Financial Accounting Standards Board issued Statement
No. 131,  "Disclosures about Segments of an Enterprise and Related  Information"
("SFAS No.  131"),  which  supersedes  SFAS No.  14,  "Financial  Reporting  for
Segments  of a  Business  Enterprise"  and  which  is  effective  for  financial
statements  issued for fiscal years  beginning after December 15, 1997. SFAS No.
131 establishes  standards for the way that public companies report  information
about operating  segments in annual financial  statements and requires reporting
of  selected   information   about  operating   segments  in  interim  financial
statements.  SFAS No. 131 also  establishes  standards for disclosures by public
companies regarding information about their major customers, operating segments,
products and services,  and the geographic areas in which they operate. SFAS No.
131  defines  operating  segments as  components  of an  enterprise  about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing performance. SFAS No. 131 requires comparative information for earlier
years to be  restated.  The  Company  adopted  SFAS No. 131 for its fiscal  year
beginning  February  1, 1998.  Adoption  of SFAS No. 131 did not have a material
effect on the Company's financial statement presentation and disclosures.

         In February  1998,  the  Financial  Accounting  Standards  Board issued
Statement  No.  132,  "Employers'  Disclosures  about  Pensions  and Other  Post
Retirement  Benefits"  ("SFAS  No.  132"),  which  is  effective  for  financial
statements  issued for fiscal years  beginning after December 15, 1997. SFAS No.
132 revises  employers'  disclosures  about  pension  and other post  retirement
benefit plans. SFAS No. 132 requires  comparative  information for earlier years
to be restated.  The Company  adopted SFAS No. 132 for its fiscal year beginning
February 1, 1998. Adoption of SFAS No. 132 did not have a material effect on the
Company's financial statement presentation and disclosures.

         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.


                                       13
<PAGE>

         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.


ITEM 7. Financial Statements


     The  financial  statements  of the Company,  including  the notes  thereto,
together with the report of Bromberg & Associate,  independent  certified public
accountants thereon, are presented beginning at page F-I.


ITEM 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

     None.

                                    PART III


ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     The following table provides information  concerning each executive officer
and director of the  Company.  All  directors  hold office until the next annual
meeting  of  Stockholders  or until  their  successors  have  been  elected  and
qualified.

NAME                      AGE                      TITLE
----------------        -------   -------------------------------------------
Dale Doner                44      Chief Executive Officer, President and
                                  Chairman of the Board

Marlin Doner              34      Chief Operating Officer, Chief Financial
                                  Officer and Director

Lawrence Zeiben           33      Director

Mark Murphy               38      Director


     Messrs. Dale Doner and Marlin Doner are brothers.

     Mr. Dale Doner has been the Chief Executive Officer, President and Chairman
of the Board of Treasury  since January 22, 1999.  Since 1992 as an  independent
business consultant, Mr. Doner has directed corporate mergers,  acquisitions and
restructuring and been involved in public company turnarounds.  In addition, Mr.
Doner and family operate a 960 acre  foundation  pedigree forge seed  production
farm.
                                       14
<PAGE>
     Mr.  Marlin  Doner has been the Chief  Operating  Officer and a director of
Treasury since March 1, 1999 and Chief Financial  Officer since June 1, 1999. In
1993,  Mr. Doner founded  Pioneer Media Group, a leading  Canadian  publisher of
industrial  catalogs.  From 1987 to 1992 he was President of Pioneer Safety Inc.
("PSI"), a Canadian distributor of industrial and occupational health and safety
products.  Upon the sale of the assets of PSI,  Mr.  Doner  served as  Marketing
Coordinator  for the  acquiring  company.  Mr.  Doner  received  his Bachelor of
Economics  from Wilfrid  Laurier  University in 1987.  Since 1995, he has been a
director for the Evangelical Missionary Church of Canada.

     Mr. Mark Murphy has been a director of Treasury  since July 20, 1999.  From
1990 to 1998,  Mr. Murphy served as President of Virtual  Systems Inc.  where he
oversaw the product  development and VAR channel management for an award winning
retail point of sale system.  In 1998, Mr. Murphy  established  Virtual  Systems
Solutions  Inc. to provide  custom  software  products and  business  automation
solutions.  Mr. Murphy received his Bachelor of Economics from Albion College in
1982.

     Mr. Lawrence Zeiben has been a director of Treasury since January 22, 1999.
From 1990 to 1995, Mr. Zeiben was a consultant in tax and estate planning. Since
1998,  as  President  of  Corporate  Tax  he has  been  controller  for  several
multi-national  firms.  Further, Mr. Zeiben has extensive knowledge of taxation,
corporate finance and strategic planning.

     Section  16(a) of the  Exchange Act  requires  the  Company's  officers and
directors,  and persons who own more than ten percent of a  registered  class of
the  Company's  equity  securities,  to file reports of ownership and changes in
ownership  with  the SEC.  Officers,  directors  and  greater  than ten  percent
shareholders  are required by SEC  regulation to furnish the Company with copies
of all Section 16(a) reports they file.

     Based  solely on a review of the copies of such  reports  furnished  to the
Company  during or with respect to the fiscal year ended  January 31,  2000,  or
written representations that no Forms 5 were required, the Company believes that
during  the fiscal  year ended  January  31,  2000,  all  Section  16(a)  filing
requirements applicable to its officers,  directors and greater than ten percent
beneficial  owners  were  complied  with,  including  each of the  officers  and
directors of the Company named above have filed initial statements of beneficial
ownership  and  have  filed  reports  on Form 4  regarding  transactions  in the
securities.

ITEM 10.  Executive Compensation

Summary Compensation Table

     The following table sets forth the compensation for the last two years, for
each of (i) the Company's Chief Executive  Officer during such fiscal years (ii)
each other  executive  officer of the  Company  whose  compensation  during such
fiscal years exceeded $100,000.


                                       15
<PAGE>
                                    Annual Compensation   Long-Term Compensation
               Fiscal Year   ---------------------------- ----------------------
 Name          Ended Jan.31  Annual Salary  Annual Bonus   Securities underlying
                                                                 options
-------------  ------------- -------------  -------------  ---------------------

James Hal (1)      1999         $47,517           --                  200,000

Dale Doner(2)      1999         $15,000           --                       --

Dale Doner         2000         $47,000           --                       --


(1) Resigned as CEO, President and Chairman of the Board on January 22, 1999.

(2) Appointed as CEO, President and Chairman of the Board on January 22, 1999.

Stock Option Grants

     Dale Doner, the President and CEO of the Company, does not own any options.
On October 31, 1999 the Company  granted to Marlin  Doner,  the Chief  Operating
Officer of the Company, options to purchase 900,000 shares of common stock at an
exercise price of $0.11 per share.  These options terminate on October 31, 2002.
The exercise  price was the Fair Market Value of the common stock on the date of
grant.

Directors' Compensation

     The Company's  policy is not to pay  compensation to directors who are also
employees  of  the  Company  for  their  service  as  directors.   Additionally,
non-employee  directors do not presently receive  compensation for their service
as directors. The Company will, however,  reimburse directors a fixed amount for
out-of-pocket expenses incurred for attendance at meetings.


ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth  information  with respect to the beneficial
ownership of the outstanding  Common Stock of the Company as of January 31, 2000
by (i) each director of the Company,  (ii) each executive officer of the Company
and each  executive  officer of the Company  named in the  Summary  Compensation
Table  above,  (iii) each person known by the Company to own more than 5% of the
Company's Common Stock and (iv) all directors and officers as a group:


Name and Address         Beneficial Ownership            Current Percent
                         of Common Stock                   of Class (1)
--------------------     --------------------        -----------------------
Dale Doner
 1081 King St., E            28,004,599                          29%
 Kitchener, Ontario
 Canada  N2G 2N1

                                       16
<PAGE>

Name and Address         Beneficial Ownership            Current Percent
                         of Common Stock                   of Class (1)
--------------------     --------------------        -----------------------
 Marlin Doner
 1081 King St., E             3,830,000                           4%
 Kitchener, Ontario
 Canada  N2G 2N1

 Mark Murphy
 37630 Interchange Dr.,       3,929,000                           4%
 Farmington Hills, MI
 USA  48335

 All directors,
 executive officers,
 as a group (4):             35,763,599                        37.6%

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

(1)  Computed  on the  basis of  95,101,777  shares of Common  Stock  and,  with
     respect  to  those  persons   holding  options  to  purchase  Common  Stock
     exerciseable  within 60 days, the number of shares of Common Stock that are
     issuable upon the exercise thereof.


ITEM 12. Certain Relationships and Related Transactions

     On May 5, 1999 the Company  realized  the  repurchase  of  3,200,000 of its
common stock through its  acquisition  of Pioneer Media Group.  The common stock
was an asset of Pioneer prior to Treasury's purchase of the company.



ITEM 13. Exhibits, List and Reports on Form 8-K


     (a)  Exhibits

3.1  Certificate of Incorporation of the Company, as amended*

3.2  By-Laws of the Company.*

4.1  Form of  Junior 0%  Convertible  Subordinated  Debenture  due  October  30,
     1999.**

4.2  Form of Series A Senior Convertible  Subordinated Debenture due October 29,
     1997**

4.3  Form of Series A Senior Convertible  Subordinated Debenture due October 29,
     1997**

10.1 Treasury International, Inc. 1995 Stock Option Plan.*

10.2 Stock Purchase  Agreement,  dated as August 11, 1998 and amendment  thereto
     dated as of September 30, 1998, by and between Treasury International, Inc.
     and 1299004 Ontario Corporation.***

                                       17
<PAGE>
21   Subsidiaries of the Company

23.1 Consent of Bromberg & Associate

27.0 Financial Data Schedule

*    Incorporated by reference from the Company's Registration Statement on Form
     10-SB, as amended, originally filed with the SEC on October 21, 1996.

**   Incorporated  by  reference  from the  Company's  Quarterly  Report on Form
     10-QSB, as filed with the SEC on December 20, 1996.

***  Incorporated by reference from the Company's Current Report on Form 8-K, as
     filed with the SEC on May 27, 1999.


     (b)  Reports on Form 8-K

         None.


                                   SIGNATURES


     In  accordance  with Section 13 or 15(d) of the  Exchange Act of 1934,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                                TREASURY INTERNATIONAL, INC.


                               By: /s/ DALE DONER
                                                        -----------------------
                                                        Dale Doner
                                                        Chief Executive Officer


                                                By: /s/ MARLIN DONER
                                                        -----------------------
                                                        Marlin Doner
                                                        Chief Financial Officer


         Pursuant to the  requirements of the Exchange Act, this Report has been
signed below by the following persons on behalf of the Company in the capacities
and on the date indicated.

 Signature                Title                                       Date
-----------------        ------------------------------------    ---------------

/s/ DALE DONER           Chief Executive Officer, President     January 19, 2001
    ----------------     and Chairman of the Board
    Dale Doner


                                       18
<PAGE>
/s/ MARLIN DONER         Chief Financial Officer                January 19, 2001
    ----------------     and Director
    Marlin Doner


/s/ LAWRENCE ZEIBEN      Director                               January 19, 2001
    ----------------
    Lawrence Zeiben

/s/ PAUL VISEL           Director                               January 19, 2001
    -----------------
    Paul Visel













































                                       19
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT JANUARY 31, 2000



                                      INDEX

                                                                            Page

     Auditors' report....................................................     1

     Consolidated balance sheet..........................................     2

     Consolidated statement of deficit...................................     3

     Consolidated statement of operations................................     4

     Consolidated statement of changes in shareholders' equity...........     5

     Consolidated statement of cash flows................................     6

     Notes to consolidated financial statements..........................    7-9



      F-1






























                                       20
<PAGE>
                                AUDITORS' REPORT



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



Board of Directors and Shareholders
Treasury International, Inc.

     We have audited the consolidated balance sheets of Treasury  International,
Inc.  as at  January  31,  2000 and 1999,  and the  consolidated  statements  of
operations,  deficit,  shareholders'  equity  and cash  flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
corporation's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance whether the consolidated  financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by management,  as well as evaluating  the overall  consolidated
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  these consolidated financial statements present fairly, in
all material  respects,  the financial position of the corporation as at January
31, 2000 and 1999 and the results of its  operations  and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

                                                      BROMBERG & ASSOCIATE
                                                      CHARTERED ACCOUNTANTS




     TORONTO, CANADA
     January 19, 2001

      F-2











                                       21
<PAGE>
                          Treasury International, Inc.
                           CONSOLIDATED BALANCE SHEET
                             AS AT JANUARY 31, 2000

                                     ASSETS

                                       January 31, 2000        January 31, 1999
                                     -------------------     -------------------
CURRENT

   Bank                               $                -      $          19,956
   Accounts Receivable                            60,050                850,000
   Due from Wexcap Group                           3,000                      -
   Sundry Assets                                   2,607                  3,098
                                     -------------------    -------------------
TOTAL CURRENT ASSETS                              65,657                873,054

PROMISSORY NOTE RECEIVABLE (Note 3)            2,649,398              4,000,000
GOODWILL (Notes 2b  & 4)                         381,929                      -
RESEARCH AND DEVELOPMENT COSTS (Notes 2c & 5)    160,002                      -
CAPITAL ASSETS (Notes 2d & 6)                     14,925                  6,935
                                     -------------------    -------------------
TOTAL ASSETS                          $        3,111,909      $       4,879,989
                                     ===================    ===================

                                   LIABILITIES
CURRENT LIABILITIES

   Bank Indebtedness                       $      56,547      $               -
   Account Payable and Accrued Liabilities       153,839                 83,807
   Current portion of long-term debt (Note 7)    197,344              1,240,602
                                         ---------------     ------------------
                                           $     407,730      $       1,324,409
DEFERRED GAIN ON SALE OF SUBSIDIARY (NOTE 8)   1,961,231              2,811,231
LONG TERM DEBT (Note 7)                           45,903                      -
LOAN PAYABLE (Note 8)                             43,772                      -
                                         ---------------     ------------------
TOTAL LIABILITIES                          $   2,458,636              4,135,640
                                         ---------------     ------------------

                              SHAREHOLDERS' EQUITY

SHARE CAPITAL
   Authorized
     100,000,000 common shares
   Issued
     95,101,777 common shares (Note 9)             9,510                  8,832

CONTRIBUTED SURPLUS (Note 10)                  4,896,694              4,455,076

DEFICIT                                       (4,252,931)            (3,719,559)
                                     -------------------     ------------------
                                                 653,273                744,349
                                     -------------------     ------------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY  $    3,111,909     $        4,879,989
                                     ===================     ==================
      F-3
                                       22
<PAGE>
                          Treasury International, Inc.
                        Consolidated Statement of Deficit
                           YEAR Ended JANUARY 31, 2000





                                            January 31, 2000   January 31, 1999
                                           ------------------ -----------------

Balance, Beginning of Year as restated         ($3,719,559)        ($3,066,963)

Net Income for the Year                           (533,372)           (652,596)
                                           ---------------    ----------------
Balance, End of Year                           ($4,252,931)        ($3,719,559)
                                           ===============    ================




      F-4
































                                       23
<PAGE>
                          Treasury International, Inc.
                      Consolidated Statement of Operations
                           YEAR Ended JANUARY 31, 2000


                                       January 31, 2000        January 31, 1999
                                       ----------------        -----------------
REVENUE From Operations                 $       363,272         $     3,583,715

MANAGEMENT FEE INCOME                            33,333                       -

INTEREST INCOME                                 602,481                       -
                                       ----------------        -----------------
TOTAL INCOME                                    999,086               3,583,715

COST OF GOODS SOLD                              233,295               3,035,195
                                       ----------------        -----------------
GROSS PROFIT                                    765,791                 548,520

EXPENSES

General and administrative                      501,303               1,041,870

Software Development                            160,002                       -
                                       ----------------        -----------------
                                               (661,305)              1,041,870
                                       ----------------        -----------------
INCOME (LOSS) FROM OPERATIONS BEFORE
 UNDER NOTED ITEMS                              104,486                (493,350)
                                       ----------------        -----------------

Bad Debt Expense (Note 3)                       602,481                       -

Amortization  (Note 5, 6)                        19,542                  84,147

Interest Expense                                 15,835                  80,463
                                       ----------------        -----------------
NET INCOME (LOSS) Before Income Taxes    $     (533,372)        $      (657,960)

Deferred Income Taxes                                 -                  (5,364)
                                       ----------------        -----------------
NET INCOME (LOSS) from Operations        $     (533,372)        $      (652,596)

NET GAIN from Sale of Subsidiary                      -                     NIL
                                       ----------------        -----------------
NET INCOME                               $     (533,372)        $      (652,596)
                                       ----------------        -----------------

Income per Share                         $       (0.005)        $       (0.0096)
                                       ================        =================
Weighted Average Number of
Common Shares Outstanding                    92,892,333              67,679,323
                                       ================        =================


      F-4

                                       24
<PAGE>
                          TREASURY INTERNATIONAL, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                           YEAR ENDED JANUARY 31, 2000


                                       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  1,800,000           180       99,820
for cash consideration of $100,000

Issued 3,200,000 shares of common        3,200,000           320      191,680
stock for all of 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      600,000            60       23,940
in consideration for the reduction
of the notes payable by $24,000       ------------    ---------- -------------

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


Issued 400,000 shares of common stock      400,000            40       39,960
in consideration for the reduction
of the notes payable by $40,000

Issued 773,600 shares of common stock      773,600            77       85,019
share under the Company's Employee
Benefit Plan Registration Statement
of February 25, 1998.


Issued 7,500 shares of common stock at       7,500             1        1,199
$0.16 per share under the Company's
Employee  Benefit  Plan Registration
Statement  of February 25, 1998.       ------------   ----------  ------------

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





      F-5






                                       25
<PAGE>
                          Treasury International, Inc.
                      Consolidated Statement of cash flows
                           YEAR Ended JANUARY 31, 2000




                                          January 31, 2000      January 31, 1999
                                          -----------------   ------------------

Cash flows from operating activities

     Net income                            $      (533,372)        $ (652,596)
     Adjustment to Retained Earnings              (850,000)         2,811,231
     Proceeds on issue of common shares                  -             78,227
        for services rendered
     Amortization                                   19,542             84,147
     Decrease in Deferred Income Taxes                   -            (52,957)
     (Increase) decrease in accounts receivable    789,950           (241,341)
     Increase in amount due from Wexcap Group       (3,000)                 -
     Decrease in inventories                             -            345,783
     Decrease in sundry assets                         491             68,922
     Increase in accounts payable                   70,032           (913,381)
                                           ---------------   ----------------
Cash provided by (used for) operating activities  (506,357)         1,528,035
                                           ---------------   ----------------
Cash flows from financing activities
     Promissory note payments received           1,350,602         (4,000,000)
     Notes payable                                 243,247                  -
     Long-term debt                             (1,240,602)          (884,466)
     Loan Payable                                   43,772                  -
     Proceeds on issue of common shares            442,296          1,595,080
                                           ---------------   ----------------
Cash provided by (used for) financing activities   839,315         (3,289,386)
                                           ---------------   ----------------
Cash flows from investing activities
     Goodwill                                     (396,809)         1,744,122
     Disposal (Purchase) of capital assets         (12,652)           529,197
                                           ---------------   ----------------
Cash provided by (used for) investing activities  (409,461)         2,273,319
                                           ---------------   ----------------
Decrease (Increase) in bank indebtedness           (76,503)           511,968
Bank balance (indebtedness), beginning of year      19,956           (492,012)
                                           ---------------   ----------------
Bank balance (indebtedness), end of year          ($56,547)     $      19,956
                                           ===============   ================



      F-6






                                       26
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT JANUARY 31, 2000

1.   Nature of business

     Treasury International, Inc. 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 March 1, 1999, the date of acquisition, to
          January 31, 2000.

     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.  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 year.

     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.


      F-7


                                       27
<PAGE>
3.   Accounts Receivable

     Accounts Receivable consist of the following:

      Trade Accounts Receivable                           $   60,050
      Interest Receivable on Promissory Note                 602,481
                                                         -----------
                                                          $  662,531
      Less: Allowance for Doubtful Account                   602,481
                                                         -----------
      Accounts Receivable                                 $   60,050
                                                         ===========

4.   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 May 31,
     2000.

5.   Goodwill
                   January 31, 2000                       January 31, 1999
      ------------------------------------------------  -------------------
                           Accumulated     Net book           Net book
           Cost            Amortization     value              value
      ----------------  ----------------  ------------  -------------------
        $396,809              $14,880       $381,929         $       -
      ================  ================  ============  ===================

6.   Capital assets

                       January 31, 2000                     January 31, 1999
-------------------------------------------------------    ------------------
                                Accumulated   Net book          Net book
                        Cost    Amortization    value            value
                   ----------   ------------ ----------    ------------------
Office equipment      $21,715        $13,395     $8,320           $6,935
Computer equipment     21,319         14,836      6,483                -
Leasehold improvements  1,407          1,285        122                -
                   ----------   ------------ ----------    ------------------
                      $44,441        $29,516    $14,925           $6,935
                   ==========   ============ ==========    ==================

7.     Notes payable

           The notes payable consist of the following:

       Due Date                Principal Amount        Interest Rate
       --------------          -----------------      --------------
       Current                     197,344               12% - 15%
       July 20, 2005             $  45,903                   12%
                               -----------------
       Total                       243,247
                               -----------------
      F-8
                                       28
<PAGE>
8. Deferred gain 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)
                                                         ------------
      Deferred Gain                                      $ 1,961,231
                                                         ============

9.     Loan Payable


     The loan payable bears  interest at a rate of 12% per year and has no fixed
     repayment terms.


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 January 31, 2000 are as follows:


   Year Granted             Expiry Date          Price Range      No. of Shares
---------------------- ---------------------- -------------- ------------------
  November 1, 1999       October 31, 2001          $ 0.11             808,900
  November 1, 1999       October 31, 2002          $ 0.11             410,000
---------------------- ------------------ --------------------- ---------------
  Total Outstanding                                                 1,218,900
                                                                ===============

     b.)  As at January 31, 2000, 773,600 outstanding warrants were exercised at
          a price of  $0.11  per  share  and  7,500  outstanding  warrants  were
          exercised at a price of $0.16 per share, for each warrant owned.

11.  Contributed surplus

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

12.  Income taxes

     As at January 31, 2000 the company had a net  operating  loss  carryover of
     approximately $5,004,231 expiring in various years through 2015.