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

                                   FORM 10-KSB
      [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the fiscal year ended January 31, 2003 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)

  422 Montana Avenue, Libby, Montana                       59923
 ----------------------------------------               ----------
 (Address of Principal Executive Offices)               (Zip Code)

                                  406.293.7299
              (Registrant's telephone number, including area code)

           Securities Registered Pursuant to Section 12(b) of the Act:
          Title of each class Name of each exchange on which registered
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:
                     COMMON STOCK, $.001 PAR VALUE PER SHARE
                                (Title of Class)

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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<PAGE>



The registrant's revenues for the twelve months ended January 31, 2003 were
$598,626.

As of January 31, 2003, 5,821,853 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, 2003 was
$5,608,567.50.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

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 focus is the development and acquisition of
proprietary assets in vertical markets that offer significant growth potential.
Treasury's mandate is to enhance 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.

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
Moulding Limited ("Mega Blow"). The purchase price for the Megatran shares was
$2,863,182, of which
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<PAGE>



$2,111,302 was paid in cash and he balance was paid by delivery of debentures in
the original principal amount of $751,880, which delivery of debentures are
convertible into shares of the Company's common stock. On December 1, 1998, the
Company sold all of its indirect equity interest in Mega Blow for $5,100,000, of
which $250,000 was paid in cash, $850,000 is held as a note receivable to be
paid directly to Mega Blow's bank to repay its line of credit and the remaining
$4,000,000 was evidenced by a promissory note.

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 "Purchaser'), 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 provided 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. On
October 4, 1999 the name of Pioneer Media Group was changed to Compelis
Corporation.

On December 1, 1999, the Company entered into an agreement to purchase certain
proprietary software assets, code and licenses from Virtual Systems Solutions
Inc. for an aggregate price of $182,446 plus additional development cost 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.

On July 27, 2001, the Company sold its subsidiary, Compelis Corporation, to
Twelve Stones Corporation, a corporation principally owned by the Company's
former Chief Financial Officer and director. In exchange for all of its shares
of Compelis, the Company received from Twelve Stones $22,000 CDN plus the return
of 32,000 shares of Common Stock of the Company owned by Twelve Stones valued at
$100,000. In addition, Twelve Stones also assumed the responsibility for all of
the Compelis liabilities of approximately $150,000. Further more as part of the
sale of Compelis, the Company retained the Active RMS and Active Commerce
Software product and transferred them to its wholly owned subsidiary
Retailport.com, Inc. The ActiveRMS product is based on the leading, open system
technology (Microsoft Commercial Internet Systems, "MCIS"), industry proven
methodology.

The Company's principal reporting office is located at 422 Montana Avenue,
Libby, Montana 59923, and its telephone number is (406) 293-7299. The Company's
email address is treyinvestor@adelphia.net.





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Corporate Summary and Growth Strategies

Since the sale of its primary business in July 2001, Treasury began, again, to
pursue its mandate, "to create shareholder value by acquiring and/or building
companies or proprietary assets that provide revenue opportunities and yield
long-term growth potential in asset value." In this regard the Company has
created two companies Retailport.com, Inc. and T-Ball USA Academy Inc. The
Company also acquired two businesses American Sports Academy LLC and Raceaway
Hospitaliy, Inc.

Retailport.com, Inc.
--------------------
The current activities of Retailport.com include consultation, analysis, design,
development and delivery of internet-based solutions for simple to complex
business processes. Retailport.com achieved many successful results through
careful planning and implementation of online transactions with real-time
payment validation, transactional web applications that interact with legacy
systems, creative design and layout for web applications. ActiveCommerce is
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 its product offerings and then view or print in-depth product knowledge,
as well as conduct numerous transactional processes such as: 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.

The products enable 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. Other
types of services include hosting of simple to complex web-based solutions,
set-up, training and support of in-house and third party applications.

American Sports Academy LLC
---------------------------
In April 2002, the Company acquired all of the issued and outstanding interests
in American Sports Academy, LLC ("ASA") in exchange for: (i) 100,000 shares of
the Company's Common Stock, (ii) a $100,000 Promissory Note due in two years
with interest at seven percent per annum, and (iii) five percent of the net
profits earned by ASA, payable semi-annually, up to an aggregate amount of
$500,000.

ASA provides multi-sport youth instructional programs throughout Long Island,
New York. ASA currently has over 40 camps in five sports, e.g. baseball,
softball, soccer, wrestling and lacrosse, which are offered to children ages 5
through 15.



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<PAGE>



The Company believes that ASA will provide an on-going revenue stream and a
solid foundation on which to build for the future. The sports camps are seasonal
and operate in a series of one to two week sessions. The Company also intends to
offer on-line, year-round training and is currently discussing the use of
certain indoor facilities.

The Company intends to continue its operations on Long Island and enter into new
markets, some of which contain entrenched local competitors. The Company plans
to
gain market share in such areas by promoting experienced management of other
sports camps. Additionally, the Company may seek to retain the services of local
talent through an alliance or otherwise.

T-Ball USA Academy, Inc.
------------------------
On September 10, 2002, Treasury incorporated in Nevada a wholly owned subsidiary
called T-Ball USA Academy Inc. It will provide sport camps and sport clinics,
along with logo-bearing products, printed material, instructional videos,
national corporate sponsorships and other ventures related to youth and senior
participation in the sport of Tee ball. Tee ball is the entry sport to baseball
and softball for young players four to eight years old. T-Ball USA Academy
continues to develop, market and operate various programs related to the sport
of Tee ball.

T-Ball USA Academy has contracted Retailport.com Inc. to provide the technology
needed for their online registration and e-commerce initiatives. T-Ball USA
Academy has recently launched Tommy T-ball, a puppet like remote controlled
robot and truck that will interact with fans at ball games and events held in
Major and Minor League stadiums around the country. The Company will provide to
corporations the opportunity to sponsor Tommy T-ball and his remote controlled
truck as a live rolling banner/billboard for their products.

Raceaway Hospitality, Inc.
--------------------------
On November 11, 2002, The Company acquired all the shares of Raceaway
Hospitality Inc. in exchange for 25,000 shares of the Company's common stock.
Raceaway Hospitality Inc. packages travel and hospitality services surrounding
major sporting events throughout the United States. These activities include the
promotion and sales of sports hospitality and travel packages surrounding major
sporting events. Most of these packages are centered on the growing motor sports
industry. Raceaway Hospitality is also developing new packages for the hunting
and fishing industries.

Employees
---------
As of January 31, 2003, the Company had 9 full-time employees: 2 officers, 4
management and 3 employees in sales and product/development. The Company
out-sources software coding, programming and software development, on an as
needed basis, to independent third-party contractors. 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.


                                        5


<PAGE>



Patents and Trademarks
----------------------
The Company has received Canadian Trademark protection on the following business
names and activities: ActiveCommerce, ActiveRMS and Active Business Solutions.

Subsequent Event
------------------
On March 25, 2003, the Company brought its portion of long-term debt current. As
of April 24, 2003 ASA LLC hired Ken Arnold as its new president. Mr. Arnold has
19 years experience in Accounting, Finance and Business Operations with Fortune
100 Companies. Mr. Arnold received his BS in Accounting at Kings College in
Pennsylvania and his Masters in Finance at Wagner College, which is located on
Staten Island, New York.

In April 2003, Treasury formed a new wholly owned subsidiary called American
Sports Academy, Inc (ASA Inc). ASA Inc intends to provide to boys and girls
between the ages of 5 to 15, multi-sport instructional programs throughout the
central and western United States.

ITEM 2. Properties

The Company leases 600 square feet of office space in Libby, Montana as
administrative office on a month-to-month lease at $400.00 per month. This
office is located in premise owned by Dale Doner, the President and a Director
of the Company. Management believes that the rent paid by the Company is equal
to or less than the rent that would be paid in an arms-length transaction.
Retailport.com, Inc. is granted approximately 800 square feet of office space in
Kitchener, Ontario.

American Sports Academy LLC along with T-Ball USA Academy Inc. leases 700 square
feet of office space in Bayshore, New York for $1000.00 a month. Raceaway
Hospitality, Inc. has been utilizing approximately 600 square feet of office
space in a Dodge City, Kansas premise owned by Justin Macy, President of
Raceaway Hospitality, Inc.

ITEM 3. Legal Proceedings

The Company has no legal actions pending against it or its officers and
Directors.

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

The Company had no stockholders meeting during its fiscal year ended January 31,
2003. The Company intends to have an annual stockholders meeting in the fall of
2003.

                               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. On February
26, 2001 the Company's Stock symbol was changed to "TRUY".

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The following table sets forth the range of high and low closing representative
bid prices for the Company's Common Stock from the quarter ended January 31,
2001 through April 30, 2003 (as reported by NASDAQ), which represent
inter-dealer prices, without retail mark-up, markdown or commission and may not
reflect actual transactions:

Quarter Ended                           High Bid         Low Bid
-------------                           --------         -------
2001
----
January 31,                              $0.04            $0.038
April 30,                                $0.30             $0.30
July 31,                                 $3.00             $2.76
October 31,                              $1.45             $1.45

2002
----
January 31,                              $0.40             $0.40
April 30,                                $2.12             $2.10
July 31,                                 $0.71             $0.56
October 31,                              $5.05             $1.25

2003
----
January 31,                              $2.65             $1.30
April 30,                                $3.00             $1.90

As of January 31, 2003, there were approximately 175 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.

During the year ended January 31, 2003 the Company has undertaken the following
unregistered sales of its Common Stock. None of the following unregistered sales
involved underwriters, and there were no underwriting discounts or commissions.

Between June and November 2002, the Company sold 370,000 shares of its common
stock in a private placement to 17 individuals for an aggregate amount of
$370,000. The transactions were private in nature, and the shares were all
issued to accredited investors who were private in nature, and the shares were
all issued to accredited investors who were capable of evaluating the merits and
risks of their purchase of the shares; and each investor had full access to all
relevant information relating to the Company and its business. Accordingly, this
issuance was deemed to be exempt from registration pursuant to Regulation D
and/or Section 4(2) of the Securities Act, and the shares were deemed to be
restricted securities.








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<PAGE>



In June 2002, the Company issued 50,000 shares of its common stock to Paul
Visel, a director of the Company, for consulting services rendered to the
Company. In addition, the Company issued 50,000 shares of its common stock to
Dale Doner, the President and a director of the Company, as salary in lieu of
cash. On June 13,2002, the Company issued 250,000 shares of its common stock to
Rob Dromerhauser in accordance with his employment as President of American
Sports Academy, Inc. and a director of the Company, a wholly owned subsidiary of
the Company. The issuances of the aforementioned shares to the Company's
officers and directors are deemed to be private in nature and, accordingly, are
exempt from registration pursuant to Section 4(2) of the Securities Act.

In June 2002, the Company issued 199,972 shares of its common stock in exchange
for the cancellation of $199,972 owed to a non-affiliated note holder.

In August and November 2002, the Company issued 35,000 and 30,529 shares,
respectively, at a $2.00 per share as interest payments to a non-affiliated note
holder.

On December 12,2002, the Company issued 55,832 and 37,221 shares, respectively,
of its common stock in full settlement of two notes aggregating $139,580 owed to
two non-affiliated note holders.

In December 2002, the Company sold 43,332 shares of its common stock to four
accredited investors for an aggregate amount of $65,000. Each investor was
capable of evaluating the merits of his investment, and each investor had full
access to all relevant information relating to the Company and its business.
Accordingly, this issuance was deemed to be exempt from registration pursuant to
Registration D and/ or Section 4(2) of the Securities Act, and the shares are
deemed to be restricted securities.

On January 15, 2003, the Company issued 32,000 shares of its common stock in
full satisfaction of $48,000 owed to a non-affiliated note holder.

On January 22, 2003, the Company issued 50,000 shares of its common stock in
accordance with the employment of Keith Robertson as a corporate finance
officer.

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, 2003 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 31,2003 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.






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Overview:

Treasury International, Inc. (the "Company") is a 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 productively, and (iii) improve
growth potential in both emerging technologies and key targeted vertical market
sectors. To increase market share, the Company may also attempt to acquire or
seek alliances with key competitors and other companies that may have important
products and synergies with the Company's existing operations and products.

With the addition of wholly owned subsidiaries, 1) Retailport.com Inc: 2)
American sports Academy LLC: 3) T-Ball USA Academy Inc.: and 4) Raceaway
Hospitality Inc. the Company's management and employee efforts should continue
to aid in the growth and development of the Company.

From time-to-time, the Company may also consider a wide range of other business
opportunities. Some of them may be unrelated to the Company's current business
activities, could require additional capital, and could result in a change in
control of the Company.

The Company requires additional capital to fund future operating requirements,
the completion of its software products, as well as to fund any new business
opportunity or venture. It has been exploring various alternatives to raise new
capital, but there is no assurance that the Company will ultimately be
successful in acquiring any new capital from institutional lenders or private
debt or equity financings.

Results of Operations - Fiscal Years 2003 and 2002
--------------------------------------------------

Revenues from operations for the year ended January 31, 2003 were $598,626 as
compared to $44,291 for the year ended January 31,2002, an increase of $554,335
or 1352 %. This increase is due to the revenues generated by the Company's
wholly owned subsidiaries ASA LLC, Raceaway Hospitality, Inc and T-Ball USA
Academy, which were acquired during the 2003 fiscal year. Operating revenues
include only the sales activities completed during the period as the Company
books its revenues only on the completion of a billable activity.



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<PAGE>



General and administrative expenses increased to $1,200,163 for the year ended
January 31,2003 as compared to $526,157 for the year ended January 31, 2002, due
to the purchase and carrying cost of ASA LLC, T-Ball USA Academy Inc., issuance
of stock for acquisitions, employment agreements, and consulting fees.

Interest expenses increased to $111,861 for the year ended January 31,2003 as
compared to $63,296 for the year ended January 31,2002. This increase was due to
interest payments on loans to the Company stated previously to this financial
report.

Liquidity and Capital Resources
-------------------------------

In fiscal 2003, our primary sources of liquidity continued to be the issuance of
the Company's common stock for services rendered, capital raises and for
acquisitions.

Long-term debt decreased by $450,966 in fiscal 2003, compared to an increase of
$663,366 in fiscal 2002. Due to the repayment of such debt through the issuance
of 190,582 shares of the Company's common stock. As of January 31, 2003 the
Company has an accumulated deficit of 6,988,355. Although management believes
that the revenue from its newly acquired businesses will be able to support its
expenses, the Company continues to explore outside funding opportunities. These
alternative fundings such as equity on debt private placement, may not be
obtainable and there is no assurance that the Company will be successful in this
regard.

New Accounting Pronouncements:

In June 2001, the FASB issued SFAS No. 142, "goodwill and Other Intangible
Assets," which is effective January 1, 2002. SFAS No. 142 requires, among other
things, the discontinuance of goodwill amortization. In addition, this
pronouncement includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of the
existing recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption. The Company does not expect that the
adoption of SFAS No. 142 will have any impact on the Company's financial
statement presentation or disclosures.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This pronouncement addresses the adverse accounting practice for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company will be required to adopt this
pronouncement effective January 1, 2003. The Company does not expect that the
adoption of SFAS No. 143 will have any impact on its financial statement
presentation or disclosures. 10 In August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," which is
effective January 1, 2002. This pronouncement replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," and a portion of APB Opinion No. 30, "Reporting the Results of Operations."
This pronouncement provides a single accounting model for long-lived assets to
be disposed of and significantly changes the criteria that would have to be met
to classify an asset as held-for-sale. Classification as held-for-sale is an
important distinction since such assets are not depreciated and are state at the
lower of fair value and carrying amount. This pronouncement also requires
expected future operating losses from discontinued operations to be displayed in
the periods(s) in which the losses are incurred, rather than as of the
measurement date as presently required.

The Company does not expect that the adoption of AFAS No. 144 will have a
material effect on the Company's financial presentation or disclosures.

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.




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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
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 establish 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.



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<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          47        Chief Executive Officer, President and
                              Chairman of the Board

Paul Visel          51        Director

Rob Dromerhauser    39        Director

Rader Gilleland     30        Director

Keith Robertson     32        Director

Kristina Sickels 31 Chief Financial Officer, Secretary Mr. Dale Doner has been
the Chief Executive Officer, President, Director 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. Between 1994 and
2002, Mr. Doner owned and operated a 960-acre foundation pedigree seed
production farm.





                                       12


<PAGE>



Mr. Paul Visel became a Director in 2000. Mr. Visel received his educational
training in Business and Agriculture from Rice University and Tarleton State
University. Since that time he has been involved with numerous business
initiatives in areas such as Tourism, Personnel and Professional Services,
Natural Resources, Commercial Real Estate and Agricultural development. For the
past 15 years he has served as General Manager for six ranch operations in Texas
responsible for over 250 employees. In addition, he has participated in many
significant business mergers and acquisitions giving him a broad base of
experience in negotiating and structuring deals.

Rob Dromerhauser was appointed a Director of the Company in April 2002 when the
Company acquired American Sports Academy, LLC. Mr. Dromerhauser was a
professional baseball player playing for the Baltimore Orioles between 1985 and
1987 and for the New York Mets from 1987 through 1991. Mr. Dromerhauser has been
operating baseball and sports camps since 1991, and in 2000 established American
Sports Academy, LLC.

Rader Gilleland became a Director in September 2002. Rader Gilleland received a
Bachelors degree in Science and Agriculture from Tarelton University in Texas.
Mr. Gilleland has been actively involved with agriculture in Texas for the last
ten years, six of which have been managing a large farm focused on livestock and
crop production.

Keith Robertson became a Director in December 2002 to help facilitate corporate
finance and to help develop the West coast operations for the Company. Mr.
Robertson has been a money manager since 1994. He has degrees in Finance and
Economics from Eastern Washington University. Mr. Robertson is a former
President and Vice President of Spokane Stock and Bond Club and has nine years
of experience in investing.

Kristina Sickels has been the Chief Financial Officer and Secretary of the
Company since June of 2001 and from February 2000 until May of 2003, as a
personal assistant to Mr. Doner.

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. 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, 2003, or
written representations that no Forms 5 were required, the Company believes that
during the fiscal year ended January 31, 2003, 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 except for transactions incurred on June 28, 2001, in which Mr. Doner
and Mr. Visel each were issued 1,400,000 shares of the Company's Common Stock in
exchange for loans and services.

ITEM 10. Executive Compensation

Summary Compensation Table
The following table sets forth the compensation paid to the CEO for each of the
Company's last three fiscal years.



                                       13


<PAGE>



                            Annual         Long-Term          All other
                         Compensation      Compensation      Compensation
             ------  ---------- --------  -----------------  ------------
             Fiscal    Annual    Annual   Securities under-
Name          Year     Salary     Bonus   lying options
----         ------  ---------- --------  -----------------  ------------
Dale Doner    2003    $55,000        --            --             --
Dale Doner    2002    $44,000        --            --             --
Dale Doner    2001    $35,000        --            --             --
-------------------------------------------------------------------------

Stock Option Grants Table
-------------------------
No officers or directors were granted any options during the fiscal year ended
January 31, 2003, nor do any officers or directors currently own any options.

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 does, however, reimburse directors 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, 2003 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:

                       Beneficial Ownership
Name and Address         of Common Stock         Percent of Class (1)
--------------------- ---------------------- --------------------------
Dale Doner(2)
P.O. Box 397                1,746,226                   30.0%
Claresholm
Alberta, CN TOL OTO

Paul Visel                  1,450,000                   24.9%
419 Jayvee St.,
Kingsville, TX
78363

Rob Dromerhauser              250,000                    4.3%
898 Manor Lane
Bayshore,NY 11706





                                       14


<PAGE>



Rader Gilleland               102,200                    1.8%
157 Cottonwood
Uvalde,TX
77801

Keith Robertson                80,000                    1.4%
PO Box 377
Spokane, WA 99005

Kristina Sickels                 0                        0%
7943 Shepherd Rd.
Shepherd, MT 59079

All directors, executive
Officers as a group (6):    3,628,426                   62.3%
----------------------------------------------------------------------

(1)      Computed on the basis of 5,821,853 shares of Common Stock


ITEM 12. Certain Relationships and Related Transactions: None


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(2)

10.1     Treasury International, Inc. 1995 Stock Option Plan.(1)

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.(3)

10.3     Stock Purchase Agreement effective July 18, 2001 by and
         between the Twelve Stories Corporation, Compelis Corporation
         and Retailport.com, Inc.(4)

10.4     Plan of Reorganization and Acquisition dated April 18,2002
         between the Company and American Sports Academy LLC. (5)




                                       15


<PAGE>



10.5     Plan of Reorganization and Acquisition dated November 11, 2002 between
         the Company and Raceaway Hospitality Inc.

23.1     Consent of Bromberg & Associate


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

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

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

      (4)    Incorporated by reference from the Company's Current Report on Form
             8-K, as filed with the SEC on August 7, 2001.

      (5)    Incorporated by reference from the Company's Current Report on Form
             8-K, as filed with the SEC on April 25, 2002.


(b) Reports on Form 8-K:
           None

ITEM 14.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer, and Principal Financial and Accounting Officer,
after evaluating the effectiveness of our disclosure controls and procedures (as
defined in the Securities Act of 1934 Rules 13a-14(c) and 15d-14 (c) as of a
date within 90 days of the filing date of this annual report on Form 10-KSB (the
"Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure
controls and procedures were adequate and effective to ensure that material
information relating to us would be made known to him by others within the
Company, particularly during the period in which this annual report on Form
10-KSB was being prepared.

(b) Changes in Internal Controls
There were no significant changes in our internal controls or other factors that
could significantly affect our disclosure controls and procedures subsequent to
the Evaluation Date, nor any significant deficiencies or material weaknesses in
such disclosure controls and procedures requiring corrective actions. As a
result, no corrective actions were taken.











                                       16


<PAGE>



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                                   Date: May 16, 2003
Chief Executive Officer



By: /s/ Kristina E. Sickels
----------------------------------           ------------------
Kristina E. Sickels                          Date: May 16, 2003
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  May 16,2003
Dale Doner               and Chairman of the Board


/s/ Paul Visel
--------------------     Director                            May 16,2003
Paul Visel


/s/ Rob Dromerhauser
--------------------     Director                            May 16,2003
Rob Dromerhauser


/s/ Rader Gilleland
--------------------     Director                            May 16, 2003
Rader Gilleland


/s/ Keith Robertson
--------------------     Director                            May 16, 2003
Keith Robertson


/s/ Kristina Sickels
--------------------    Chief Financial Officer,             May 16, 2003
Kristina Sickels        Secretary

                                       17


<PAGE>



Bromberg & Associate                   1183 Finch Ave. West, Suite 305
                                          Toronto, Ontario M3J 2G2
                                          Phone: (416) 663-7521
Chartered Accountants                     Fax:   (416) 663-1546


AUDITORS REPORT

         Board of Directors and Shareholders
         Treasury International, Inc.

         We have audited the consolidated balance sheets of Treasury
International, Inc. As at January 31, 2003 and January 31, 2002 and the
consolidated statements of operations, deficit, shareholders' equity and cash
flows for the years then ended. These consolidated financial statements are our
responsibility to express and opinion 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, 2002 and 2001 and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has a limited
operating history, has incurred substantial losses, and at January 31, 2003 has
a working deficiency and shareholders' deficit that raise substantial doubt
about its ability to continue as a going concern. The Financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                                                          BROMBERG & ASSOCIATE
                                                         CHARTERED ACCOUNTANTS
                                                               TORONTO, CANADA
                                                                April 15, 2003










                                       F-1


<PAGE>



                          TREASURY INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEET


                                          January 31,       January 31,
                                             2003              2002
ASSETS                                    ----------        ----------

CURRENT ASSETS
Bank                                        $56,080             $2,165
Accounts Receivable                         $26,231            $10,190
Securities Available for Sale(Note 3)       $60,460           $152,071
Due from Wexcap Group                         ---               $3,000
Sundry Assets                                 ---              $12,672
                                          ----------         ----------
TOTAL CURRENT ASSETS                       $142,771           $164,426

Goodwill                                   $292,239               ---
Loan Receivable                             $37,217               ---
Long Term Investments (Note 4)             $260,827           $250,266
Capital Assets (Notes 2c & 5)               $15,662             $4,473
                                          ----------         ----------
TOTAL ASSETS                               $748,716           $419,165


LIABILITIES
CURRENT LIABILITIES

Account Payable and Accrued Liabilities     $67,210           $300,235
Current portion of long-term debt (Note 6) $217,605           $612,605
                                          ----------       -----------
TOTAL CURRENT LIABILITIES                  $284,815           $912,840

Long Term Debt (Note 6)                    $233,361            $50,761
                                          ----------       -----------
TOTAL LIABILITIES                          $518,176           $963,601
                                          ----------       -----------



















                                       F-2


<PAGE>



                          TREASURY INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEET




SHAREHOLDER'S EQUITY


                                            January 31,    January 31,
                                               2003           2002
                                               ----           ----
SHARE CAPITAL

Authorized - 100,000,000 common shares
Issued - 5,821,853 common shares(Note7)       $52,845        $39,303

Contributed Surplus                        $7,145,590     $5,585,680

Deficit                                   ($6,988,355)   ($6,169,419)
                                          ------------    ------------
Total shareholders' equity                   $210,080      ($544,436)
                                          ------------    ------------
Accumulated Other Deficit                     $20,460          ---
                                          ------------    ------------
TOTAL LIABILITIES &
SHAREHOLDER'S EQUITY                         $748,716       $419,165
                                          ------------    ------------


                          TREASURY INTERNATIONAL, INC.

                        CONSOLIDATED STATEMENT OF DEFICIT



                                                January 31,    January 31,
                                                   2003           2002
                                                   ----           ----

Balance, beginning of year                  ($6,169,419)   ($5,576,867)

Net (Loss) for the year                       ($818,936)     ($592,552)
                                            ------------    -----------
Balance, end of year                        ($6,988,355)   ($6,169,419)
                                            ------------    -----------










                                       F-3


<PAGE>



                           TREASURY INTERNATIONAL, INC

                            CONSOLIDATED STATEMENT OF

                         CHANGES IN SHAREHOLDER'S EQUITY

                           YEAR ENDED JANUARY 31, 2003


                                        COMMON    CONTRUBUTED   PAID-IN
                                        SHARES      SURPLUS     CAPITAL
                                        ------    -----------   -------
Balance-January 31, 2002              4,467,667    $5,585,680   $39,303

Issued 460,000 shares of
common stock in consideration
for the receipt of $517,500             460,000      $512,900    $4,600

Issued 199,972 shares of common
stock in consideration for the
reduction in accounts payable
of $199,972                             199,972      $197,972    $2,000

Issued 410,000 shares of common
stock for consulting services of
$410,000.                               410,000      $405,900    $4,100

Issued 134,214 shares of common stock
in consideration for $195,980 payment
on Loan                                 134,214      $194,638    $1,342

Issued 100,000 shares as part of the
purchase of American Sports Academy
LLC                                     100,000      $199,000    $1,000

Issued 50,000 shares of common
stock in consideration for
signing bonus per employment
agreement of $50,000                     50,000       $49,500      $500

Balance-January 31, 2003              5,821,853    $7,145,590   $52,845
















                                       F-4


<PAGE>



                          TREASURY INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                           YEAR ENDED JANUARY 31, 2003

                                       January 31,       January 31,
                                          2003              2002
                                          ----              ----
REVENUE                                $  598,626          $   44,291

COST OF GOODS SOLD                     $   15,000          $   41,362
                                       ----------          ----------

GROSS PROFIT                           $  583,626          $    2,929
                                       ----------          ----------
EXPENSES

Software Development Expense                  ---          $    7,716

General and administrative             $1,200,163          $  526,157
                                       ----------          ----------
TOTAL OPERATING EXPENSES

LOSS from operations Before
under noted items                      $  616,537          $  530,944

Loss (Gain)on Sale of Shares           $   65,717          $   20,035

Bad debt expense                              ---          $   15,645

Interest Expense                       $  111,861          $   63,296

Amortization                           $    4,361          $    6,823
                                       ----------          ----------
LOSS (Gain)from Operations             $  798,876          $  636,743

(Gain) on sale or subsidiary                  ---            ($44,191)

Other loss, principally unrealized
losses on securities for Sale          $   20,460                 ---
                                       ----------          ----------
NET LOSS                               $  818,936          $  592,552
                                       ----------          ----------
Income per share                             0.00                0.00
                                       ----------          ----------
Weighted average number of common
shares outstanding                      5,010,999           2,704,507
                                       ==========          ==========








                                       F-5


<PAGE>



                          TREASURY INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                              January 31,  January 31,
                                                 2003         2002
                                                 ----         ----
Cash flows from operating activities:
Net (loss)                                   $ (818,936)   $ (592,552)
Adjustment to reconcile net loss to
Net cash used in operating activities,
Common shares issued for services rendered   $  240,000    $  179,400
Amortization                                 $    4,361    $    6,823
Decrease (Increase)in accounts receivable    $  (16,041)   $   36,623
Decrease in Securities Available for Sale    $  112,071    $   49,365
Decrease in amount due from Wexcap Group            ---    $    3,000
Decrease in sundry assets                           ---    $   12,672
Increase (Decrease) in accounts payable      $ (233,025)   $  147,985
                                             ----------    ----------
Cash (used for) operating activities         $ (711,570)   $ (156,684)
                                             ----------    -----------
Cash flows from financing activities:
Loans due to Officers & Directors                   ---    $ (309,771)
Notes Payable                                $ (212,400)   $ (160,006)
Loans receivable                             $  (37,217)          ---
Proceeds on issue of common shares           $1,333,452    $6,641,500
                                             ----------    ----------
Cash provided by financing activities        $1,083,835    $  194,373
                                             ----------    ----------

Cash flows from investing activities:
Long Term Investments                        $  (10,561)   $ (162,000)
Goodwill                                     $ (292,239)   $  172,089
Purchase (Disposal) of Capital Assets        $  (15,550)   $   15,491
                                             ----------    ----------
Cash (used for) provided by
investing activities                         $ (318,350)   $   25,580
                                             ----------    ----------
(Increase) in bank indebtedness              $   53,915    $   63,269
Bank (indebtedness), beginning of year       $    2,165    $  (61,104)
                                             ----------    ----------
Bank balance, end of year                    $   56,080    $    2,165
                                             ----------    ----------












                                       F-6


<PAGE>



                           TREASURY INTERNATIONAL, INC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             AS AT January 31, 2003

1. Nature of business
          Treasury International, Inc., through its wholly owned subsidiaries,
Retailport.com, Inc., provides services of creative designs, custom development,
hosting for web-based applications, secure payment processing gateway, set-up,
training and support of client technology solutions. American Sports Academy
LLC. is a service center provider of sports education and instructions to multi
sport camps and clinics. T-Ball USA Academy Inc. develops markets and operates
various programs related to the sport of T-Ball. Raceaway Hospitality Inc.
provides travel packages and hospitality services surrounding major sporting
events throughout the United States.


2. Summary of Significant accounting policies
       a)   Basis of consolidation these consolidated financial statements
            include the accounts of the company and its subsidiaries and the
            revenues and expenses of its subsidiaries since the date of
            purchase.

       b)   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 recorded as
            software development expense in the statement of operations.

       c)   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

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

       e)   Income per share is calculated based on the weighed average number
            of shares outstanding during the period.

       f)   General these financial statements have been prepared in accordance
            with United States Generally Accepted Accounting Principles (GAAP),
            as they relate to these financial statements.

3. Securities Available for Sale
         The Company owns equity securities in other Corporations that
management considers to be strategic or synergistic to the Company's growth. The
Securities Available for Sale are recorded at the acquisition cost base which is
lower than the fair market value for this reporting period according to the
requirements of SFAS 115.

                                       F-7


<PAGE>



Issuer                               Market     Cost   Unreported    Fair
                                                       Gain,(Loss)  Value

Wall Street Financial Corporation     OTC BB   $4,060   ($4,060)     N/L

Modern Manufacturing, Inc.            OTC BB  $56,400  ($16,400)  $40,000
                                 ------------------------------------------
                                              $60,460  ($20,460)  $40,000
                                 ------------------------------------------

4. Long Term Investments
         The Company has made certain equity investments in other Corporations
that management considers being strategic or synergistic to the Company's
growth. These Corporations are the Company's wholly owned subsidiaries;
Retailport.com Inc, American Sports Academy LLC, T-Ball Academy Inc., and
Raceaway Hospitality Inc.

5.  Capital Assets
                                                              January
                                   January 31, 2003           31, 2002
                          -------------------------------     ---------
                            Cost   Accumulated   Net book     Net Book
                                   Amortization    value        value

Office equipment          $24,474    $10,925      $13,549        $751
Computer equipment        $13,436    $11,323       $2,113      $3,722
                          -------    -------       ------      -------
                          $37,910    $22,248      $15,662      $4,473
                          -------    -------       ------      -------

6.  Notes payable
         The notes payable consist of the following:
      Due Date                                        Principal Amount
      Current                                               $217,605
      January 31, 2005                                      $233,361
                                                            --------
      Total                                                 $450,966
                                                            --------
The interest rates on the notes are between 0%-7%.

7. Contributed surplus

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

8. Income taxes
      As at January 31, 2003 the Company had a net operating loss carryover of
      approximately $6,988,355 expiring in various years through 2017.






                                       F-8