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 __


<PAGE>ii

     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 [ ].

     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.


<PAGE>1

                                     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
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.

<PAGE>2

     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
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

<PAGE>3


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,
     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.

<PAGE>4

     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.

     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.


<PAGE>5

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.

     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,

<PAGE>6

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:

     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

<PAGE>7


          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.


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.

<PAGE>8

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

<PAGE>9

relevant by the Company's Board of Directors.

ITEM 6.  Management's Discussion and Analysis or Plan of Operation


Overview

     Treasury  International,  Inc. is an asset management company whose mandate
is to  create  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.  Treasury's operations are primarily located in
North America.

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

Highlights of Significant Events

     The changes to the  Company's  management  team has brought a new  business
vision for the restructuring of Treasury's  financial state as well as operating
activity.  With the new  direction at the Company,  Treasury has seen  increased
shareholder   value,   increased  market  valuation  and  increased   liquidity.
Management believes the Company is now ready to realize strong growth in revenue
and market share within its operating entities.

     The  purchase of Pioneer  Media  Group (now known as Compelis  Corporation)
cast a new vision and  direction for Treasury and brought  business  activity in
the exciting and emerging Internet E-commerce and E-business field.

     As well,  through the  acquisition  of Pioneer,  Treasury also  repurchased
3,200,000  shares of its common stock owned by Pioneer prior to the transaction.
These repurchased shares are retained as treasury shares for future purposes.

     Management  believes that the  acquisition of new software assets now known
as ActiveRMS and  ActiveCommerce  opens new avenues for revenue  generation  and
asset appreciation. These assets are at the core of Treasury's Internet strategy
and management believes represent significant opportunities for growth.

     The  restructuring  of the Mega Blow sale was a necessary  event during the
1999 fiscal year.  It became  apparent to current  management  that the original
agreement  and  representations  to Treasury  shareholders  were not going to be
realized. It was necessary to be flexible and protect the Company's interests as
much  as  possible  in the  re-negotiation  of the  outstanding  balance  of the
promissory note due from this transaction. Management is still hopeful that some

<PAGE>10

positive  contributions  will come from this  transaction  during  the  upcoming
fiscal  2000 year.  To date the  Company  has  received  an  initial  deposit of
$250,000 in December 1998, $110,000 in cash payments against the promissory note
and also a $1,394,266 credit to retire the Company's long-term debt.

     These are all positive results coming form the Company's  activities during
the past fiscal year.

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

Fiscal 2000 compared to Fiscal 1999

     Comparative  year over year results are impacted by the  Company's  sale of
Mega Blow Mouldings  Ltd.  ("Mega  Blow").  The Company's  previous year results
included nine months of operating activity at Mega Blow prior to the sale of the
asset in December  1998;  these were  represented  in the  results  shown on the
Company's  fiscal 1999  statements.  Mega Blow was the Company's  only operating
subsidiary prior to its sale.

     Total  revenues  decreased  during  fiscal  year  2000  to  $999,086,  down
approximately  72% from $3.6  million in fiscal  year 1999.  Operating  revenues
include  activity  from  Compelis   Corporation  the  Company's  only  operating
subsidiary  in the  past  fiscal  year.  Revenues  from  Compelis  showed a 148%
increase during this fiscal year when compared with their  previously  privately
held  results.  The company  continues to see strong demand for its products and
services  and an  increase in its current  work in progress  backlog.  These key
indicators are expected to continue during the upcoming fiscal year.

     The Company  experienced  net income of $229,111  for its fiscal year ended
January 31, 2000, a decrease  from the  Company's  net income of  $2,158,635  in
fiscal year ended January 31, 1999. Again this result is affected by the sale of
Mega Blow in fiscal 1999 where the Company  realized a net gain of $2,811,231 on
the  disposition  of this  asset.  The net  gain  has  since  been  restated  as
$1,961,231.

     The cost of sales for fiscal 2000 represented 64% of revenue generated from
operations and is expected to improve in fiscal 2001 as the company improves its
development  process and  realizes  new  revenues  from the  software  assets it
develops and markets.

     Operating,  general and administrative expenses decreased in fiscal 1999 to
$520,845, or approximately 52% of total revenues.  Included is the settlement of
two outstanding judgments against the Company from the Silver 925 acquisition in
the  amount of  $39,267.  In  addition,  costs for the  ongoing  operations  and
administration of the public company are included.

Fiscal 1999 compared to Fiscal 1998

     Net  sales  decreased  during  fiscal  year  1999  to  $3.6  million,  down
approximately  42% from $6.1  million in fiscal year 1998.  The  decrease in net
sales  reflects the  inclusion of only nine months' of the results of operations
of Mega  Blow,  a former  subsidiary,  compared  to twelve  months in 1998.  The
Company experienced a net income of $2,158,635 for its fiscal year ended January
31, 1999, an increase of  approximately  241% when compared to the Company's net
loss of $1,529,782 in fiscal year ended January 31, 1998.  Among the significant

<PAGE>11

items impacting the 1999 results were the net gain of $2,811,231 realized on the
sale of Mega Blow that occurred on November 30, 1998.

     The  cost of  sales  for  fiscal  1999  represented  76% of net  sales,  or
$2,714,875, representing nil change compared to 76% of net sales, or $4,628,960,
in fiscal 1998.

     Operating,  general and administrative expenses decreased in fiscal 1999 to
$1,446,337,   or  approximately  40%  of  sales,  compared  to  $2,126,998,   or
approximately  35% of sales, in fiscal 1998. The decrease is attributable to the
inclusion of only ten months'  results of operations of Mega Blow in fiscal year
1999, compared to twelve months' results of operations in fiscal year 1998.

Liquidity and Capital Resources

     The primary  sources of liquidity for the Company were funds generated from
the sale of Mega Blow and cash flow from the operations of Compelis Corporation.

     On  October  30,  1996,  the  Company  acquired  100%  of  the  issued  and
outstanding  common shares of Megatran  Investments Ltd., parent company of Mega
Blow.  The  purchase  price  of  $2,863,182  consisted  of  $1,361,302  cash and
debentures of $1,501,880.  Subsequently,  on November 30, 1998, the company sold
Mega  Blow  for  $4,250,000,  of  which  $250,000  was  received  as a  deposit,
$4,000,000  and as a promissory  note. On November 7, 1999 the Company  received
payment on the promissory note outstanding of $1,394,266 in the form of a credit
and release of its  long-term  debt  obligations  of  $1,240,602  plus  interest
accrued in the amount of $153,664 to Mega Blow.  The Company  also  received two
payments  during the 2000 fiscal year on the promissory  note - June 30, 1999 in
the amount of $10,000 and January 31, 2000 in the amount of $100,000.

     As of January  31,  2000,  current  assets  totaled  $668,138  compared  to
$873,054 at January 31, 1999. A one-time  adjustment  for activity in a previous
period of $850,000 was booked in the second quarter  adjusting the sale price of
Mega Blow.  On November 30, 1998 the sale of MBML was  inaccurately  reported by
previous  management to include an $850,000  note  receivable in addition to the
$250,000  non-refundable  deposit plus the $4,000,000  Promissory  Note ("Note")
being held from the purchasers, for an aggregated sale price of $5,100,000. Upon
further  review,  subsequent  to the year ended  January  31,  1999,  it was the
opinion of management that this adjustment was required to more accurately state
the  amount  realizable  from  the  sale of  Mega  Blow  as  $4,250,000  not the
$5,100,000  previously  reported.  This  decrease  impacted the January 31, 1999
accounts  receivable  amount  shown as  $850,000.  Accounts  receivable  totaled
$662,531 on January 31, 2000  compared to the restated $0 as of January 31, 1999
and represent  trade  receivables  plus the interest  accrual on the outstanding
amount the promissory note due from the sale of Mega Blow.  Management continues
to negotiate with the purchasers of Mega Blow in order to achieve the successful
completion to this transaction.

     As of January 31,  2000,  current  trade  payables at Compelis and Treasury
totaled  $153,839.  The Company's  current  portion of long term debt,  due over
various  periods  in this  year,  are  Notes  payable  to  individuals  and have
negotiable  due dates  based on mutually  agreed upon terms.  At fiscal year end
2000, the Company owed $56,547 on its $68,000  operating line of credit with the
Royal Bank of Canada.

<PAGE>12

     The Company  believes it will generate  sufficient  positive cash flow from
operations to meet its requirements for the next twelve months.  However,  there
can be no assurance  that the Company will be able to realize on its  promissory
note  and accounts  receivable and therefore be able to repay its debts.  If the
funds available from the promissory note and accounts receivable,  together with
its current cash and cash  equivalents  are not sufficient to meet the company's
cash  needs the  Company  may,  from time to time,  seek to raise  capital  from
additional sources. These include, but are not limited to, expanding its current
lending facilities and/or establishing new lending facilities,  project-specific
financings and additional public or private debt or equity financings.


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.

<PAGE>13

     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.

     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.

<PAGE>14

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

                                                 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                 --                          --


</TABLE>

(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:

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

 Name and Address                      Beneficial Ownership of Common Stock               Current Percent of Class (1)
 ------------------------------------- -------------------------------------------------- --------------------------------

Dale Doner
 1081 King St., E                                       28,004,599                                    29%
 Kitchener, Ontario
 Canada  N2G 2N1

<PAGE>15


 Name and Address                      Beneficial Ownership of Common Stock               Current Percent 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%

</TABLE>

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

(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.***

<PAGE>16


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.


<PAGE>17




                                   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       May  9, 2000
    ----------------     and Chairman of the Board
    Dale Doner


/s/ MARLIN DONER         Chief Financial Officer                  May 12, 2000
    ----------------     and Director
    Marlin Doner


/s/ LAWRENCE ZEIBEN      Director                                 May 12, 2000
    ----------------
    Lawrence Zeiben

/s/ MARK MURPHY          Director                                 May 12, 2000
    -----------------
    Mark Murphy


<PAGE>18

                          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



<PAGE>F-1


                                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
     April 20, 2000

<PAGE>F-2

                          Treasury International, Inc.
                           CONSOLIDATED BALANCE SHEET
                             AS AT JANUARY 31, 2000

                                     ASSETS

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

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

   Bank                                                           $                -      $           19,956
   Accounts Receivable                                                       662,531                 850,000
   Due from Wexcap Group                                                       3,000                       -
   Sundry Assets                                                               2,607                   3,098
                                                                  -------------------     --------------------
TOTAL CURRENT ASSETS                                                         688,138                 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                                                      $        3,874,392      $        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
LONG TERM DEBT (Note 7)                                                      45,903                        -
LOAN PAYABLE (Note 8)                                                        43,772                        -
                                                                  -------------------     --------------------
TOTAL LIABILITIES                                                 $         497,405                1,324,409
                                                                  -------------------     --------------------

                              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 (Note 11)                                                        (1,529,217)                (908,328)
                                                                  -------------------     --------------------
                                                                          3,376,987                3,555,580
                                                                  -------------------     --------------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                          $       3,874,392       $        4,879,989
                                                                  ===================     ====================

</TABLE>




<PAGE>F-3


                          Treasury International, Inc.
                        Consolidated Statement of Deficit
                           YEAR Ended JANUARY 31, 2000


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

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

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

Adjustment to Selling Price of Mega Blow Moulding Limited                         ($850,000)                        -
(Note 12)

Net Income for the Year                                                             229,111                 2,158,635
                                                                           ------------------        ------------------
Balance, End of Year                                                            ($1,529,217)                ($908,328)
                                                                           ==================        ==================
</TABLE>


<PAGE>F-4


                          Treasury International, Inc.
                      Consolidated Statement of Operations
                           YEAR Ended JANUARY 31, 2000


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

                                                                  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                                                520,845               1,126,017
                                                                  ----------------        -----------------
INCOME (LOSS) FROM OPERATIONS BEFORE UNDER NOTED ITEM                     244,946                (577,497)

Interest Expense                                                           15,835                  80,463
                                                                  ----------------        -----------------
NET INCOME (LOSS) Before Income Taxes                             $       229,111               ($657,960)

Deferred Income Taxes                                                           -                  (5,364)
                                                                  ----------------        -----------------
NET INCOME (LOSS) from Operations                                 $       229,111               ($652,596)

NET GAIN from Sale of Subsidiary                                                -               2,811,231
                                                                  ----------------        -----------------
NET INCOME                                                        $       229,111         $     2,158,635
                                                                  ----------------        -----------------

Income per Share                                                  $         0.002         $          0.03
                                                                  ================        =================
Weighted Average Number of Common Shares Outstanding                   92,892,333              67,679,323
                                                                  ================        =================

</TABLE>

<PAGE>F-4

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


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

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


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

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

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

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

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

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


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

Issued 773,600 shares of common stock at $0.11 per               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 $0.16 per                   7,500                  1                    1,199
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
                                                            =============         ==========            =============

</TABLE>


<PAGE>F-5

                          Treasury International, Inc.
                      Consolidated Statement of cash flows
                           YEAR Ended JANUARY 31, 2000

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

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

Cash flows from operating activities

     Net income                                                            $       229,111        $      2,158,635
     Adjustment to Retained Earnings                                              (850,000)                      -
     Adjustment to reconcile net income to net cash used in operating                    -                       -
     activities
     Proceeds on issue of common shares for services rendered                            -                  78,227
     Amortization                                                                   93,080                  84,147
     Decrease in Deferred Income Taxes                                                   -                  52,957
     (Increase) decrease in accounts receivable                                    187,469                 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                                  (272,817)              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
     Research and development costs                                               (233,540)                      -
     Disposal (Purchase) of capital assets                                         (12,652)                529,197
                                                                          -----------------      ------------------
Cash provided by (used for) investing activities                                  (643,001)              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
                                                                          =================      ==================
</TABLE>

<PAGE>F-6

                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT JANUARY 31, 2000

1.   Nature of business

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

2.   Summary of significant accounting policies

     a)   Basis of consolidation
          These  consolidated  financial  statements include the accounts of the
          company and the revenues and expenses of its wholly owned  subsidiary,
          Compelis Corporation,  from 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.  Amortization  is
          provided on a straight-line basis over a three-year period.

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

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

     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.


<PAGE>F-7


3.   Promissory Note Receivable

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

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

<TABLE>

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

4.   Goodwill

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


5.   Research & Development Costs

                               January 31, 2000                                   January 31, 1999
       ------------------------------------------------------------------       ---------------------
                                   Accumulated               Net book                 Net book
             Cost                  Amortization               value                    value
       ------------------       -------------------       ---------------       ---------------------
           $233,540                  $73,538                  $160,002               $        -
       ==================       ===================       ===============       =====================
</TABLE>
<TABLE>
<S>                                     <C>               <C>                  <C>              <C>

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
                                        ==============    =================    ============    =====================
</TABLE>

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

8.   Loan Payable

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

<PAGE>F-8

9.   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:

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

                 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
                                                                                            =========================

</TABLE>

     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.

10.  Contributed surplus

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

11.  Income taxes

     As at January 31, 2000 the company had a net  operating  loss  carryover of
     approximately $2,193,000 expiring in various years through 2015.

12.  Adjustment to selling price

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