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, 2001
                                       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                (IRS Employer Identification No.)
 Incorporation or Organization)

    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

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

         Check  whether the  registrant:  (1) filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes |X| No   .
          ---   ---
         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ].

         As of April 30, 2001,  927,066 shares of the registrant's  common stock
were outstanding.

Revenues for the most recent fiscal year.                   $ 300,110
                                                            ---------
                                       1
<PAGE>

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 April 30, 2001 was $179,764.  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.















































                                       2
<PAGE>

                                     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.  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 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 is 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

                                       3
<PAGE>

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  is also  involved  in the  development  of  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 as a result of the Pioneer  acquisition.  Pioneer owned the shares
prior to its purchase by the Company.

         On June 10, 1999, the Company entered into an agreement to purchase all
the outstanding  shares and assets of Virtual Systems  Solutions,  Inc. of Wixom
Michigan, at an aggregate price of $500,000. On December 1, 1999, the management
of the Companies amended the original Purchase  Agreement so that Treasury would
purchase certain proprietary software Assets, Code and Licenses from Virtual 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  October  4, 1999 the name of  Pioneer  Media  Group was  changed to
Compelis  Corporation.  Management  felt that the new identity  more  accurately
reflects their future vision for the direction of the Company.

Compelis  Corporation  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  our  clients  a  single   technology   partner  for
Internet-based  Electronic  Commerce  (on-line  shopping),  Electronic  Business
(online Request for Quote, Quoting,  Purchase Order and trading  co-operatives),
Internet-based  Retail Management (including  Point-of-Sale,  Inventory Control,
Customer  Database,   Inventory   Transfer  &  Allocation,   Consolidated  Chain
Management and  Reporting),  Electronic  Catalogs  (Internet and CD ROM),  Print
Catalogs,  Brochures and Flyers,  Creative Design including  Corporate Web Sites
and  Corporate   Identity,   Aggregated  Industry  Data  and  Information  Asset
Management.
                                       4
<PAGE>

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, a continual keeping abreast of technology.  It 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.  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),  Compelis 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.

                                       5
<PAGE>

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 colour, 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.
Designed  to promote  corporate  image,  make  product  selection  easy for your
customer  and extend  the reach and  effectiveness  of your sales and  marketing
effort. Compelis generates revenue from the creation of content in the catalog -
both  text and  images - plus  from the  management  of print or output to other
media. All printing is outsourced through 3rd party sources.

4.      ActiveCD
Product catalog in electronic format on CD-ROM. Two CD products allow Compelis's
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
                                      6
<PAGE>

         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,
maintenance repair and operation,  fastener,  fluid power,  power  transmission,
electrical, plumbing, occupational health and safety products.


Subsequent Events
-----------------
     Company   information   can  be   found   at  the   following   web   sites
www.compelis.com  and  www.treyinvestor.com.  These  sites  are to  attract  new
----------------       --------------------
business and inform interested parties about the Company's  intiatives.  Further
the  Company  has  launched  its  demomonstration  site  for  ActiveCommerce  at
www.commerceIS.com.  to demonstrate the functional  capabilities of software. It
-------------------
is  populated  with  product   information  from  leading   industrial   product
manufacturers  and gives  Compelis a strategic  advantage  in the  evolution  of

                                       7
<PAGE>

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

         With  the  change  of  management  and  redefinition  of the  Company's
business,  Treasury will now pursue its mandate: "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." 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 high yielding growth  opportunities  where we can
                  capture revenue stream and market share through leveraging our
                  asset base.

                                       8
<PAGE>

Government Approvals and Licenses
---------------------------------
         The Company has sought legal and technical  expertise to ensure that it
and  its  suppliers,  distributors  and  independent  associates  have  all  the
necessary government approvals, licenses, permits and certificates.

Research and Development Costs
------------------------------
         The  Company,   as  a  software   development   provider,   does  incur
expenditures on account of research and development and management believes that
the success of the Company and its business  operations  will require  continued
expenditures on research and development.  However,  management also believes it
can  manage  these  expenditures  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, 2001, the Company had twelve full time employees: two
officers, 2 sales representatives,  1 administrator and 7 production/development
personnel.  The Company  outsources  software  development to independent  third
party  contractors  in Canada and 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 received Canadian Trademark protection on the following
business  names and  activities:  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.

ITEM 3.  Legal Proceedings

         The Company,  through its subsidiary Compelis Corporation,  is involved
in a legal  claim  against a  previous  employee  for loss of wages and  damages
totaling  $20,000Cdn.  This claim is the result of the employee being terminated
with cause and the Company is prepared to defend its  position  and believes the
claims by the  former  employee  are  without  merit.  However;  there can be no
guarantee  that  these  proceedings  and  litigation  could not 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.

On December  20,  2000,  stockholders  approved an  amendment to the Articles of
Incorporation  of the Company to effect a 100 for 1  reverse  stock split of the
Company.  In accordance with this stock split,  each one hundred (100) shares of
common stock was converted to one share of new common stock. The total shares of
common stock issued and  outstanding  as of December 20, 2000,  was  92,196,677.
After the reverse  stock split,  the Company had 921,967  shares of common stock
issued and outstanding.               9
<PAGE>

                                     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".  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
        April 30, 2000                           $0.35            $0.295
        July 31, 2000                            $0.175           $0.155
        October 31, 2000                         $0.07            $0.0625
        January 31, 2001                         $0.04            $0.038
        April 30, 2001                           $0.30            $0.30

         As of April 30, 2001, there were approximately 150 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, 2000 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.
<TABLE>
<S>                 <C>           <C>                     <C>        <C>         <C>
                                                       Amount of                 Exemption
                     Title of                          Securities  Price or      under
Date              Securities Sold Transaction Type        Sold     Consideration Securities Act
----------------- --------------- --------------------- ---------- ------------- ----------------
March 13, 2000      Common Stock  Employee Benefit Plan   323,900    $35,629     ss. 4 (2)
March 31, 2000      Common Stock  Debt Conversion         171,000    $34,200     ss. 4 (2)
June 28, 2000       Common Stock  Employee Benefit Plan   400,000    $40,000     ss. 4 (2)
December 29, 2000   Common Stock  Employee Benefit Plan   510,000    $20,400     ss. 4 (2)
</TABLE>
                                       10
<PAGE>

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

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

Overview

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

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

Significant Events

         The   Company's   management   team  has  revised  both  the  Company's
restructuring  plans  and the  Company's  operations.  Management  believes  the
Company is now in an improved position to realize its growth objectives.

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

         The Company's  former  subsidiary,  Mega Blow Mouldings  Limited ("Mega
Blow"),  was  acquired  on  October  30,  1996  for  $2,863,182,  consisting  of
$1,361,302 of cash and  $1,501,880 of  debentures.  Subsequently,  Mega Blow was
sold effective  November 30, 1998 for $4,250,000,  consisting of a $250,000 cash
deposit,  a $4,000,000  promissory  note,  and an $850,000  promissory  note. On
November 7, 1999, the $4,000,000 promissory note was reduced by a credit against

                                       11
<PAGE>

the debentures of $1,394,266  (principal of $1,240,602  and accrued  interest of
$153,664).  During the fiscal year ended January 31, 2000,  the note  receivable
resulting  from  the sale of Mega  Blow  was  restructured  by  eliminating  the
$850,000 note receivable against deferred gain.

         On February 2, 2001 the financial  statements for the fiscal year ended
January  31,  2000 were  restated  from those  previously  filed with the United
States Securities and Exchange Commission in the Company's Annual Report on Form
10-KSB for the fiscal year ended  January  31,  2000,  to  recognize a charge to
operations of $602,481 for  uncollectible  accounts  receivable  relating to the
Mega Blow promissory note, to charge to operations $160,002 of deferred research
and development costs related to software development, and to recognize deferred
gain on sale of Mega Blow of $1,961,231.

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated  Financial  Statements  included  elsewhere in the Annual Report on
Form 10-KSB for the fiscal year ended January 31, 2001.


Fiscal Years Ended January 31, 2001 and 2000

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

         Revenues  from  operations  for the fiscal year ended  January 31, 2001
were  $300,110,  as compared to $363,272  for the fiscal year ended  January 31,
2000.  This decrease is primarily the result of the timing of completed  project
work  relative to the Company's  year end. It is the Company's  policy to report
deposits  received from  customers in the period they are received and to report
revenues due from a contract at the  completion of the contract less any prepaid
deposits.  The result is a Work in Progress  balance which  management uses as a
better indicator of the Company's  activity.  During the year the Company's Work
in Progress balance increased to $476,000 a 112% increase in project backlog.

         Management  fees of $33,333 were charged to Mega Blow during the fiscal
year ended January 31, 2000. Interest income of $602,481 resulted from extension
agreements  signed with the  purchasers of Mega Blow relating to the  $4,000,000
promissory note. Since no interest payment has been received, and the promissory
note and  related  accrued  interest  are in  default,  a bad debt  expense  was
recorded to write-off the accrued interest of $602,481 at January 31, 2000.

         Cost of goods sold was $204,748 or 68.2% of operating  revenues for the
fiscal  year ended  January  31,  2001,  as  compared  to  $233,295  or 64.2% of
operating  revenues for the fiscal year ended  January 31, 2000.  The  Company's
policy is to report  production  expenses as they are incurred  while revenue is
reported only upon completion of the project.

         General and  administrative  expenses continued to decrease to $211,798
for the fiscal year ended  January  31,  2001,  as compared to $501,303  for the
fiscal year ended January 31, 2000. General and administrative costs include the
normal costs  associated  with the ongoing  operations and  administration  of a
public company and its subsidiaries.


                                       12
<PAGE>

         During the year ended  January  31,  2001  software  development  costs
increased to $428,063  from $160,002 for the fiscal year ended January 31, 2000.
This increase resulted primarily from the Company's  development of its software
code for ActiveCommerce and ActiveRMS; two Internet based software solutions for
enterprises  who want to integrate  their  "bricks and mortar"  operations  with
their e-commerce initiatives.

         As a result of the foregoing  factors,  the Company  recorded a loss of
$1,323,936  from  operations  for its fiscal  year ended  January 31,  2001,  as
compared to a loss of $533,372  for the fiscal year ended  January 31,  2000.  A
charge of  $688,167  was  recorded  in this  fiscal  year to fully write off the
balance  of the  Promissory  Note  outstanding  from the sale of Mega  Blow.  In
addition,  the Company recorded a Bad Debt expense of $43,821 to write-off trade
receivables  the  Company  feels  are  uncollectible.  Any  future  payments  or
interested  collected from these debts and  receivables  will be reported in the
period in which payment is received by the Company.


Liquidity and Capital Resources

         During the fiscal  years ended  January 31, 2001 and 2000,  the primary
sources of  liquidity  for the Company were from the sale of common  stock,  the
issuance of notes payable, and cash flows provided by the operations of Compelis
Corporation.

         Operating. During the fiscal year ended January 31, 2001, the Company's
operations used cash resources of $1,281,700, independent of the Note Receivable
write off of $2,549,398, compared to providing cash resources of $343,643 in the
previous fiscal year. As of January 31, 2001 and 2000, the Company's net working
capital was ($354,988) and ($342,073),  respectively,  reflecting an improvement
to a current ratio of .37:1 from .16:1 in the prior fiscal year.

         Financing.  During the fiscal  year ended  January 31, 2001 the Company
received  proceeds  from the  issuance of common stock in the amount of $130,229
versus  receiving  proceeds  from the  issuance  of common  stock of $442,296 in
fiscal year 2000.

         At January 31,  2001,  the Company owed $61,104 to Royal Bank of Canada
under a $67,000 operating line of credit.

         Long-term debt increased by $431,100 at January 31, 2001 as compared to
January 31, 1999.

         As of  January  31,  2001,  the  Company  had notes  payable to various
individuals  aggregating  $656,140 with  interest at 12% to 15% per annum,  with
various terms of repayment.

         The Company  believes,  based on its currently  proposed  restructuring
plans and assumptions  relating to its existing assets,  that its projected cash
flows from operations,  combined with borrowings, will be sufficient to meet its
operating and financing  requirements  for the next twelve months.  Depending on
the  Company's  activities,  the  Company may seek to raise  additional  debt or
equity  capital  through  public or private  financings,  increasing its current
lending facilities, or through project-specific financings. The Company may also
seek to sell certain assets the Company  determines are not  contributory to its
business objectives in order to retire debt or raise additional cash.

                                       13
<PAGE>

Recent Accounting Pronouncements

         In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, "Reporting  Comprehensive  Income" ("SFAS No. 130"), which is effective
for financial  statements  issued for fiscal years  beginning after December 15,
1997.  SFAS No. 130  establishes  standards  for the  reporting  and  display of
comprehensive  income, its components and accumulated  balances in a full set of
general purpose financial statements.  SFAS No. 130 defined comprehensive income
to include all changes in equity  except those  resulting  from  investments  by
owners  and  distributions  to owners.  Among  other  disclosures,  SFAS No. 130
requires  that all  items  that are  required  to be  recognized  under  current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  presented  with  the  same  prominence  as  other
financial  statements.  The  Company  adopted  SFAS No. 130 for its fiscal  year
beginning  February  1, 1998.  Adoption  of SFAS No. 130 did not have a material
effect on the Company's financial statement presentation and disclosures.

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

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

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS
No. 133"),  which,  as amended,  is effective for financial  statements  for all
fiscal  quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial

                                       14
<PAGE>

position  and  measure  them at fair  value.  SFAS No.  133 also  addresses  the
accounting for hedging  activities.  The Company will adopt SFAS No. 133 for its
fiscal year beginning  February 1, 2001. The Company currently does not have any
derivative  instruments  nor is it engaged in any hedging  activities,  thus the
Company  does  not  believe  that  implementation  of SFAS No.  133 will  have a
material effect on its financial statement presentation and disclosures.

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

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.
























                                       15
<PAGE>

                                    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          45        Chief Executive Officer, President and
                              Chairman of the Board

Marlin Doner        35        Chief Operating Officer, Chief Financial
                              Officer and Director

Lawrence Zeiben     35        Director

Paul Visel          49        Director


     Messrs. Dale Doner and Marlin Doner are brothers.

     Mr. Dale Doner has been the Chief Executive Officer, President and Chairman
of the Board of Treasury  since January 22, 1999.  Since 1992 as an  independent
business consultant, Mr. Doner has directed corporate mergers,  acquisitions and
restructuring and been involved in public company turnarounds.  In addition, Mr.
Doner and family operate a 960 acre  foundation  pedigree forge seed  production
farm.

     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 served as
a director for various charitable organizations.

    Mr. Paul 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.

     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

                                       16
<PAGE>

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,  2001,  or
written representations that no Forms 5 were required, the Company believes that
during  the fiscal  year ended  January  31,  2001,  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  each  of the
Company's fiscal years since inception for the (i) the Company's Chief Executive
officer  during  the  fiscal  year ended  January  31,  2001 and (ii) each other
executive officer of the Company whose compensation during the fiscal year ended
January 31, 2001 exceeded $100,000.

                       Annual Compensation        Long-Term Compensation
Name           Fiscal ---------------------------------------------------------
                Year   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          --      --
Dale Doner     2001      $35,000          --      --
--------------------------------------------------------------------------------
(1) Resigned on January 22, 1999.
(2) Appointed on January 22, 1999.

Stock Option Grants Table
-------------------------
         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 $0.10 per share.  These  options  were  exercised
during the year ended January 31, 2001.  Marlin Doner does not currently own any
options. The exercise price was the Fair Market Value of the common stock on the
date of grant.


                                       17
<PAGE>

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 April
30, 2001 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         Current Percent of Class (1)
   --------------------- ---------------------- --------------------------------
   Dale Doner
   1081 King Street, E        261,235                     28.3%
   Kitchener, Ontario
   Canada N2G 2N1

   Marlin Doner                32,998                      3.6%
   1081 King Street, E
   Kitchener, Ontario
   Canada N2G 2N1

   Paul Visel                  33,600                      3.7%
   419 Jayvee St.,
   Kingsville, TX
   78363

   Lawrence Zeiben                  0                      0%
   9614A 105 St.,
   Grande Prairie, AB
   Canada T2V 6M3

   All directors, executive   327,833                     35.6%
   officers and 5% owners,
   as a group:
------------------------------------------
* Less than one percent.

(1)      Computed  on the basis of  927,067  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.


                                       18
<PAGE>

ITEM 12.  Certain Relationships and Related Transactions

         On April 30, 2000 the Company  returned  3,200,000  of its common stock
acquired through the acquisition of Pioneer Media Group (Compelis  Corporation).
The common stock was an asset of Pioneer (Compelis) 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.***

23.1     Consent of Bromberg & Associate

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



         * 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.


                                       19
<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
                                            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 16, 2001
Dale Doner                 and Chairman of the Board


/s/ Marlin Doner
-----------------          Chief Financial Officer               May 16, 2001
Marlin Doner               and Director


/s/ Lawrence Zeiben
-----------------          Director                              May 16, 2001
Lawrence Zeiben


/s/ Paul Visel
-----------------          Director                              May 16, 2001
Paul Visel







                                       20
<PAGE>










                                      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.......................         7-10


























                                        1
<PAGE>



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


Board of Directors and Shareholders
Treasury International, Inc.

We have audited the consolidated balance sheets of Treasury International,  Inc.
as at January 31, 2001 and 2000, 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,
2001 and 2000 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
May 9, 2001












                                       2
<PAGE>

                          TREASURY INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET
                             AS AT JANUARY 31, 2001

ASSETS
                                          January 31, 2001    January 31, 2000
CURRENT
  Accounts Receivable                      $   46,813          $    60,050
  Securities Available for Sale (Note 7)      142,250                    -
  Due from Wexcap Group                         3,000                3,000
  Sundry Assets                                12,672                2,607
                                          -----------          -----------
TOTAL CURRENT ASSETS                          204,735               65,657
Promissory Note Receivable (Note 4)                 -            2,649,398

Goodwill (Notes 2b  & 5)                      172,089              381,929
Long Term Investments                          88,266                    -
Capital Assets (Notes 2d & 6)                  26,787               14,925
                                          -----------          -----------
TOTAL ASSETS                               $  491,877          $ 3,111,909
                                          ===========          ===========
LIABILITIES

CURRENT LIABILITIES
  Bank Indebtedness                        $   61,104          $    56,547
  Account Payable and Accrued Liabilities     152,250              153,839
  Current portion of long-term debt (Note 8)  346,369              197,344
                                          -----------          -----------
TOTAL CURRENT LIABILITIES                  $  559,723          $   407,730

Deferred Gain On Sale Of Subsidiary (Note 9)        -            1,961,231
Long Term Debt (Note 8)                       477,003               45,903
Loans Due To Officers & Directors (Note 8)    309,771               43,772
                                          -----------          -----------
TOTAL LIABILITIES                          $1,346,497          $ 2,458,636
                                          -----------          -----------

                              SHAREHOLDERS' EQUITY
SHARE CAPITAL
  Authorized - 100,000,000 common shares
  Issued
      92,706,677 common shares (Note 10)        9,271                9,510
Contributed Surplus (Note 11)               4,772,162            4,896,694
Deficit                                    (5,576,867)          (4,252,931)
                                          -----------          -----------
TOTAL SHAREHOLDERS EQUITY                  ($ 795,434)           $ 653,273

Accumulated Other Deficit (Note 7)          ($ 59,186)                   -
                                          -----------          -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY    $ 491,877          $ 3,111,909
                                          ===========          ===========





                                       3
<PAGE>

                          TREASURY INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENT OF DEFICIT
                           YEAR ENDED JANUARY 31, 2001

                                    January 31, 2001           January 31, 2000

    Balance, Beginning of Year         ($ 4,252,931)              ($ 3,719,559)

    Net (Loss) for the Year              (1,323,936)                  (533,372)
                                     --------------               ------------
    Balance, End of Year               ($ 5,576,867)              ($ 4,252,931)
                                     ==============               ============












































                                       4
<PAGE>

                          TREASURY INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           YEAR ENDED JANUARY 31, 2001

                                           January 31, 2001     January 31, 2000

REVENUE
   From Operations                               $  300,110          $  363,272
   Management Fees                                        -              33,333
   Interest and Penalty on Promissory Note                -             602,481
    (Note 3)                                   ------------         -----------
TOTAL REVENUE                                       300,110             999,086

COST OF GOODS SOLD                                  204,748             233,295
                                               ------------         -----------
GROSS PROFIT                                         95,362             765,791
                                               ------------         -----------
EXPENSES
   General and administrative                       211,798             501,303
   Software Development                             428,063             160,002
                                               ------------         -----------
TOTAL OPERATING EXPENSES                            639,861             661,305
                                               ------------         -----------
INCOME (LOSS) from Operations before               (544,499)            104,486
    under noted items                          ------------         -----------

   Write down of Note Receivable                    688,167                   -
   Bad debt Expense (Note 3)                         43,821             602,481
   Amortization (Note 5, 6)                          20,253              19,542
   Interest Expense                                  27,196              15,835
                                               ------------         -----------
                                                    779,437             637,858
                                               ------------         -----------
NET (LOSS) from Continuing Operations          ($ 1,323,936)        ($  533,372)
    Other (Loss), principally unrealized          ($ 59,196)                  -
    (losses) on Securities Available for
     Sale (Note 7)                             ------------         -----------
NET (LOSS)                                     ($ 1,383,132)        ($  533,372)
                                               ============         ===========

Income per Share                                    ($0.015)            ($0.005)
                                               ============         ===========

Weighted Average Number of Common Shares         92,081,744          92,892,333
  Outstanding                                  ============         ===========






                                       5
<PAGE>

                          TREASURY INTERNATIONAL, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                           YEAR ENDED JANUARY 31, 2001

                                        COMMON       PAID-IN      CONTRIBUTED
                                        SHARES       CAPITAL       SURPLUS
                                       ------------  ---------   --------------
Balance-January 31, 2000                95,101,777   $  9,510     $ 4,896,694

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

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

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

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

Issued 400,000 shares of common            400,000         40          39,960
stock at $0.10 per share under
the Company's Employee Benefit
Plan Registration Statement of
February 25, 1998.

Issued 510,000 shares of common            510,000         52          20,348
stock at $0.04 per share for
services rendered under the
Company's Employee Benefit Plan
Registration Statement of
February 25, 1998.                     -----------     -------      ---------
Balance - January 31, 2001              92,706,677    $  9,271    $ 4,772,162
                                       ===========    ========    ===========











                                       6
<PAGE>

                          TREASURY INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           YEAR ENDED JANUARY 31, 2001

                                           January 31, 2001    January 31, 2000
                                           ----------------    -----------------
Cash flows from operating activities
   Net (Loss)                                ($ 1,323,936)         ($ 533,372)
   Adjustments to reconcile net
   income to net cash used in operating
   activities
   Proceeds on issue of common shares              20,400                   -
   for services rendered
   Note Receivable Write off                    2,549,398                   -
   Amortization                                    20,253              19,542
   Decrease in accounts receivable                 13,237             789,950
   Increase in amount due from Wexcap Group             -              (3,000)
   Decrease (Increase) in sundry assets           (10,065)                491
   Increase (Decrease) in accounts payable         (1,589)             70,032
                                             ------------       -------------
Cash provided by operating activities           1,267,698             343,643
                                             ------------       -------------
Cash flows from financing activities
   Deferred Gain on sale of subsidiary         (1,961,231)           (850,000)
   Promissory note payments received              100,000           1,350,602
   Notes payable                                  580,125             243,247
   Long-term debt                                       -          (1,240,602)
   Loan Due to Officers &Directors                265,999              43,772
   Proceeds on issue of common shares            (145,171)            442,296
                                             ------------       -------------
Cash (used for) financing activities           (1,160,278)            (10,685)
                                             ------------       -------------
Cash flows from investing activities
   Long Term Investments                         (289,702)                  -
   Goodwill                                       200,000            (396,809)
   Purchase of capital assets                     (22,275)            (12,652)
                                             ------------       -------------
Cash (used for) investing activities             (111,977)           (409,461)
                                             ------------       -------------
(Increase) in bank indebtedness                    (4,557)            (76,503)
Bank balance (indebtedness), beginning of year    (56,547)             19,956
                                             ------------       -------------
Bank balance (indebtedness), end of year        ($ 61,104)          ($ 56,547)
                                             ============       =============












                                       7
<PAGE>

                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT JANUARY 31, 2001

1. Nature of business
              Treasury   International,   Inc.,   through   its   wholly   owned
         subsidiaries,   Compelis  Corporation  and  Retailport.com,   Inc.,  is
         involved  in  the  development  of  business  to  business  E-Commerce,
         Web-enabled database publishing and Internet Portal development.

2. Summary of significant accounting policies

a)       Basis of consolidation
         These  consolidated  financial  statements  include the accounts of the
         company and the  revenues  and  expenses of Compelis  Corporation,  its
         wholly owned subsidiary.

b)       Goodwill
         The  goodwill  arises  on the  purchase  of common  shares of  Compelis
         Corporation.  Amortization is provided on a straight-line  basis over a
         twenty-year period.  During the period, the goodwill amount was reduced
         by $200,000 as a result of the cancellation of 3,200,000 shares related
         to the purchase of Compelis Corporation (formerly Pioneer Media Group).

c)       Research and development costs
         The  research  and  development  costs  relate  to  the  work  done  in
         developing an e-commerce software package and an Internet point of sale
         package,  together with database  development.  These costs are written
         off as  incurred  and  shown as  software  development  expense  in the
         statement of operations.

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

                  Office equipment             - 20% diminishing balance

                  Computer equipment           - 30 % diminishing balance

                  Leasehold improvements       - term of lease


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

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

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

                                       8
<PAGE>

3.  Accounts Receivable
         Accounts Receivable consist of the following:

               Trade Accounts Receivable                              $ 72,801
               Interest Receivable on Promissory Note                $ 602,481
                                                                --------------
                                                                     $ 675,282
               Less: Allowance for Doubtful Accounts                 $ 628,469
                                                                --------------
               Accounts Receivable                                    $ 46,813
                                                                --------------

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

                 Promissory Note Receivable                       $ 2,549,398
                 Less: Write down of Note Receivable              $ 2,549,398
                                                          -------------------
                 Balance                                          $ -
                                                          -------------------


5. Goodwill
             January 31, 2001                               January 31, 2000
      -----------------------------------------      --------------------------
                        Accumulated    Net book
        Cost            Amortization     value               Net book value
      -------------  ---------------- ----------     -------------------------
       $ 196,809            $ 24,720   $ 172,089                 $ 381,929
      =============  ===============  ==========     =========================

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













                                       9
<PAGE>

6. Capital Assets
                           January 31, 2001                  January 31, 2000
               -------------------------------------------  ------------------
                                   Accumulated    Net book        Net book
                        Cost       Amortization    value            value
                     ---------  ---------------- ---------  ------------------
 Office equipment     $ 21,715         $ 15,059    $ 6,656          $ 8,320
 Computer equipment     43,594           23,463     20,131            6,483
 Leasehold improvements  1,407            1,407          -              122
                     ---------  ---------------  ---------  ---------------
                      $ 66,716         $ 39,929   $ 26,787         $ 14,925
                     =========  ===============  =========  ===============

7. Securities Available for Sale
              During the year the Company  purchased equity  securities in other
         Corporations  that management  considers to be strategic or synergistic
         to the Company's growth. The Securities Available for Sale are recorded
         at their fair market value for this reporting period (January 31, 2001)
         according to the requirements of SFAS 115.

                                                        Reported    Fair Value
 Issuer                               Market    Cost   Gain (Loss)  (@1/31/01)
 --------------------------------- ---------- -------- -----------  ----------
 American Sports History Inc.        OTC BB   $130,486  ($30,611)     $99,875
 Wall Street Financial Corporation   OTC BB    $70,950  ($28,575)     $42,375
                                              -------- ---------   ----------
                                              $201,436  ($59,186)    $142,250
                                              -------- ---------   ----------

8. Notes payable
       The notes payable consist of the following:

     Due Date                  Principal Amount       Interest Rate
     Current                          $ 346,369         12% - 15%
     Loans due to Officers &          $ 309,771         12% - 15%
     Directors
     July 20, 2005                    $ 477,003            12%
                               ----------------
           Total                    $ 1,133,143
                               ----------------

        Loans due to Officers and Directors of the Company have no fixed
                                repayment terms.



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

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

10. Stock Options

a)            Options to  purchase  common  shares  have been  issued  under the
              Employee Benefit Plan Registration Statement,  registered February
              25,  1998,  to officers  and key  employees of the company and its
              subsidiary.  Options  outstanding  at  January  31,  2001  are  as
              follows:

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

       b)     As at January 31, 2001, 400,000 warrants were issued and exercised
              at a price of $0.10 per share,  1,097,500 warrants were issued and
              exercised  at a price of $0.11 per share and 7,500  warrants  were
              issued  and  exercised  at a price of $0.16  per  share,  for each
              warrant  owned.  An  additional  510,000  warrants were issued and
              exercised at a price of $0.04 per share for services rendered. The
              warrants covered in this plan are exercisable over a 3 year period
              and expire in November 2002.

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



12. Income taxes
              As at  January  31,  2001 the  company  had a net  operating  loss
         carryover of approximately $6,327,677 expiring in various years through
         2015.



















                                       11