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

                                   FORM 10-KSB

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

        For the fiscal year ended January 31, 2002           OR

[___]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from ___________ to ___________

                         Commission File Number: 0-28514



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



                Delaware                                  98-0160284
    -------------------------------            ---------------------------------
    (State or Other Jurisdiction of            (IRS Employer Identification No.)
     Incorporation or Organization)

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

       Registrant's telephone number, including area code: (406) 293-7299

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


     Title of Each Class:             Name of Each Exchange on which registered:
     --------------------             ------------------------------------------
Common Stock, par value $0.001                              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 [ ].

                                       1
<PAGE>
          As of April 30, 2002, 4,501,216 shares of the registrant's common
stock were outstanding.

          Revenues for the most recent fiscal year. $ 44,291

          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, 2002 was $3,494,616. 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 as a cash
payment over a five-year period and $1,800,000 was to be paid in shares of


                                       3
<PAGE>
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 provided
creative design services which addressed the Advertising, Marketing and
Corporate Identity requirements of its customers through ActiveDesign.

Compelis offered 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>
On July 27, 2001, the Company sold its subsidiary, Compelis Corporation and the
rights to the Company's ActiveCatalog technology to Twelve Stones Corporation, a
corporation principally owned by the Company's former Chief Financial Officer
and director. In exchange for all of its shares of Compelis, the Company
received from Twelve Stones $22,000 CDN plus the return of 32,000 shares of
Common Stock of the Company, owned by Twelve Stones, valued at $100,000. Twelve
Stones also will be responsible for all of the Compelis liabilities of
approximately $150,000.

The Company retained two of its active business solution products--ActiveRMS and
ActiveCommerce. The ActiveRMS product is based on the leading, open system
technology (Microsoft Commercial Internet Systems, "MCIS"), industry proven
methodology and more than a decade of design, implementation and support
success.

In today's market, in order to be successful, a retailer has much more to do
than merchandise its store and select the right products. 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 store's activity--providing,
in a timely manner, the information needed to make the right decisions.

ActiveCommerce is based on Microsoft's industry leading MS SQL database,
industry-specific architecture and Internet Commerce Technology. ActiveCommerce
is an advanced Internet commerce-enabled product catalog that allows customers
to navigate through its product offerings and then view or print in-depth
product knowledge, as well as conduct numerous transactional processes such as:
E-Catalog - display even the most complex of products utilizing a dynamic
industry specific database structure allowing for unlimited categorization, the
use of an item matrix to present "sku" variations such as color, size, depth,
width, diameter, weight, clarity, etc. Associate item pictures, product
specification sheets, description and selling features as well as related
products; E-Commerce - Allow customers to select items from your catalog and add
them directly to the order desk. Select shipping location and accept payment by
Visa, MasterCard, Amex and other tender methods - with online payment
authorization; E-Business - Customers can now request price and availability
quotes online freeing up order desk resources. 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.

The Company intends to generate 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.

The Company is in its early marketing stage for its products and has only
generated minimum revenues.



                                       5
<PAGE>
The Company's principal, executive offices are located at 422 Montana Avenue,
Libby, Montana 59923, and its telephone number is (406) 293-7299.

                     Corporate Summary and Growth Strategies

Since the sale of its primary business in July 2001, Treasury began, again, to
pursue its mandate: "To create shareholder value by acquiring and/or building
companies or proprietary assets that provide revenue opportunities and yield
long-term growth potential in asset value."

Plan of Operation
-----------------
The Company intends to seek, investigate and, if such investigation warrants,
acquire a target company or business which desires to employ the Company's skill
in its business or to seek the perceived advantages of a publicly-held
corporation. One of the Company's principal business objectives for the next 12
months, and beyond, will be to seek long-term growth potential through the
acquisition of a business rather than immediate, short-term earnings. The
Company will not restrict its search to any specific business, industry or
geographical location and, thus, may acquire any type of business.

The Company may seek a business which has recently commenced operations, is a
developing concern in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need market
for its shares, while avoiding the time delays occurred in a public offering,
e.g. significant expense, loss of voting control and compliance with various
federal and state securities laws.

The Company anticipate that the selection of a business combination will be
complex and extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, the Company's management believes that there are numerous firms seeking
even limited additional capital or the benefits of becoming a publicly traded
company. Such benefits may include: facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals and the stockholders of the business, and creating a means for
providing incentive stock options or similar benefits to key employees.
Potentially available business combinations may occur in many different
industries and at various stages of development. As a consequence, the task of
comparative investigation and analysis of such opportunities could be extremely
difficult and complex.

Evaluation of Business Combinations
-----------------------------------
The officers and directors will analyze or supervise the analysis of business
combinations. Its management intends to concentrate on identifying preliminary
prospective business combinations which may be brought to its attention through
present associations or by the use of finders. While the Company has not
established definitive criteria for acquisition candidates, it intends to focus
on candidates satisfying the following criteria:




                                       6
<PAGE>
o        Audited financial statements.
o        $500,000 in annual revenue
o        Positive cash flow
o        Little or no debt
o        Positive shareholders' equity
o        Five employees

In analyzing prospective business combinations, management will also consider
the following:

o        Available technical, financial and managerial resources
o        Working capital and other financial requirements
o        History of operations, if applicable
o        Prospects for the future
o        Nature of current and anticipated competition
o        Quality, experience and depth of current management
o        Future risk factors
o        Potential for growth or expansion
o        Potential for profit
o        Product or service recognition or acceptance
o        Name identification

As a part of the Company's investigation, its officers and directors will meet
personally with the prospect's management and key personnel, visit and inspect
facilities, independently verify and analyze all information provided including
reference of management and its key personnel. To the extent of its limited
financial resources and expertise, the Company will take all the reasonable,
investigative measures it deems necessary for proper investigation. It is
anticipated that any finders retained will assist in these efforts; however, the
ultimate investigation, analysis, decision and negotiations with respect to a
potential candidate will reside with Treasury's management and Board of
Directors.

Since the Company is subject to Sections 13 or 15(d) of the Exchange Act, and
depending upon the size of the acquisition or merger candidate, Treasury will be
required to obtain the appropriate audited financial statements, from one to
three years, depending upon the size of the acquisition. Consequently,
acquisition prospects that do not have, or unable to obtain, the required
audited statements may not be appropriate candidates for acquisition insofar as
the reporting requirements of the Exchange Act are applicable.

Business Combinations
---------------------
In implementing a structure for a specific business acquisition, the Company may
become a part to a merger, consolidation, reorganization, joint venture or
licensing agreement with another corporation or entity. The Company may,
alternatively, purchase stock or assets of an existing business. Any merger or
acquisition can be expected to have a significant dilutive effect on the
percentage of shares held by Treasury's existing stockholders.

Furthermore, the issuance of substantial additional securities, and their
potential sale into any trading market which may develop in the Company's Common
Stock, may have a depressive effect on its trading market.

The structure of the business combination will depend on, among other factors:


                                       7
<PAGE>
o        Nature of the prospective business
o        Needs and desires of Treasury as well as those of the prospective
         business
o        Management of the prospective business
o        Treasury's negotiating strength relative to the strength of the
         potential business candidate

The Company will not purchase the assets of any company in which a majority of
the outstanding capital stock is beneficially owned by one or more of the
Company's officers, directors, promoters, affiliates or associates. Furthermore,
the Company has adopted a procedure whereby a special meeting of its
stockholders will be called in order to vote upon a business combination with an
affiliated entity. Stockholders who also hold securities of such affiliated
entity will be required to vote their shares of stock in the same proportion as
that of the publicly held shares of the Company.

The Company has adopted a policy not to pay a Finder's Fee to any member of
management for locating a merger or acquisition candidate. No member of
management may seek or negotiate a Finder's Fee. In the event there is a
Finder's Fee due any member of management, the fee will be paid at the direction
of the successor management after the business combination has been completed.
The Company's policy regarding Finder's Fees is based upon oral agreement among
management. The Company is unaware of any circumstances under which it would
initiate a change to this policy.

Competition
-----------
The Company is an insignificant player among the firms that engage in business
combinations. There are many established venture capital and financial concerns
that have significantly greater financial, personnel and technical resources. In
view of these limitations, the Company will continue to be at a siginigicant
competitive disadvantage.

Research and Development Costs
------------------------------
The Company, as a software development provider, does incur expenditures for
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, 2002, the Company had four full-time employees: two officers
and two employees in sales and production/development. The Company outsources
software coding, programming and software development, on an as needed basis ,
to independent third-party contractors in Canada. 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 and ActiveRMS.

                                       8
<PAGE>
Subsequent Event
----------------
In April 2002, the Company acquired all of the issue and outstanding interests
in American Sports Academy, LLC ("ASA") in exchange for: (i) 100,000 shares of
the Company's Common Stock, (ii) a $100,000 Promissory Note payable in two years
with interest at seven percent per annum, and (iii) five percent of the net
profits earned by ASA, payable semi-annually, up to an aggregate amount of
$500,000.

ASA provides multi-sport youth instructional programs throughout Long Island,
New York, headed by its President, and former member of the Baltimore Orioles
and New York Mets, Rob Dromerhauser. ASA currently has over 40 camps in five
sports, e.g. baseball, softball, soccer, wrestling and lacrosse, which are
offered to children ages five through 15.

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

The competition for instructional sports camps is different; since the
competition is largely fragmented, as there are no national franchises of sports
camps. The Company intends to continue its operations on Long Island and enter
into new markets, some that contain entrenched local competitors. The Company
plans to gain market share in such areas by retaining and promoting experienced
management of other sports camps. Additionally, the Company may seek to retain
the services of local talent through an alliance or otherwise.

ITEM 2. Properties

The Company leases 600 square feet of office space in Libby, Montana as
administrative offices. The Company also leases approximately 400 square feet
for sales offices in Claresholm, Alberta, Canada and Port Orchard, Washington,
respectively. All of the leases are month-to-month at a rent of $400 per month.

All of the Company's offices are located in buildings owned by Dale Doner, the
President and a director of the Company. Management believes that the rent paid
by the Company is equal to or less than the rent that would be paid in an
arms-length transaction.

ITEM 3. Legal Proceedings

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

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

The Company had no stockholders meeting during its 2002 fiscal year. The Company
intends to have an annual stockholders meeting in the fall of 2002.







                                        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
-------------                           --------         -------
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
July 31, 2001                            $3.00            $2.76
October 31, 2001                         $1.45            $1.45
January 31, 2002                         $0.40            $0.40
April 30, 2002                           $2.12            $2.10


As of April 30, 2002, 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, 2002 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.

In February and March 2001, the Company issued an aggregate of 8,000 shares of
its Common Stock to a business consultant for $12,800 of services rendered to
the Company.

In June 2001, the Company issued 656,600 shares to 14 individuals in
consideration for the reduction in notes payable owed to them in the amount of
$164,150. All of the noteholders are sophisticated investors and have been
involved with the Company for over two years. Each noteholder was given the
opportunity to review the Company's business and financial history and to
discuss any matters with the officers and directors of the Company.


                                       10
<PAGE>
In December, 2001, the Company issued 15,000 shares of its common stock to a
consultant for $15,000 of services rendered to the Company.

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

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Act of 1995:

The information included in this discussion contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, including statements that include the words "believes," "expects,"
"anticipates," or similar expressions. These forward-looking statements may
include, among others, statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause actual
results, performance or achievements of Treasury International, Inc. ("Company")
to differ materially from those expressed in or implied by the forward-looking
statements contained in the discussion below.

Overview:

Since inception, the Company's business objective has been to acquire and/or
develop operations and proprietary assets to generate revenues and yield
long-term growth potential for its shareholders. In 1999, the Company acquired
certain software assets that allowed the it to enter into the growing Internet
e-commerce and e-business field. The Company believes that these assets will
become the core of the its Internet strategy so that the Company may be in a
position to exploit Internet e-commerce and e-business opportunities, which is
still expected to be a growth business area. Unless the Company succeeds in
obtaining additional capital to fund necessary research and development costs of
its software products and develops product distribution channels, there can be
no assurance that these assets will be realized to generate substantial or any
revenue streams from the sales or license of these products.

In the first half of fiscal 2002, the Company experienced erosion in sales,
devaluation of equity properties and high fixed costs.

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

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

Results of Operations  - Fiscal Years 2002 and 2001
---------------------------------------------------
The Company sold Compelis Corporation, a wholly-owned subsidiary, effective July
27, 2001, to Marlin Doner, the Company's former COO and CFO. (This subsidiary
had been acquired in May 1999). In conjunction with such disposition, the


                                       11
<PAGE>
Company retained ownership of two of the software assets developed by such
subsidiary. Thus, the Company's results of operations for fiscal year 2002
include approximately six months of Compelis' operations.

The Company's accumulated deficit increased from $5,576,867 in fiscal 2001 to
$5,939,875 in fiscal 2002. Losses from operations in fiscal 2002 declined by
approximately 43 percent over fiscal 2001.

Revenues from operations in fiscal 2002 decreased approximately 85 percent over
fiscal 2001 due to the sale of Compelis Corporation and severe reduction in
sales. The Company also experienced declines in cost of goods and gross profit
from the prior fiscal year.

Decreases in revenues, cost of goods and gross profit were due to the sale of
Compelis Corporation and the inability to market its remaining software
products.

The Company also experienced reductions in amounts spent on research and
development from $250,000 in fiscal 2001 to $7,716 in fiscal 2002 primarily
because the software products were developed and were in the marketing and
sales stage.

General and administrative expense level in fiscal 2002 increased by 3.3 percent
over fiscal 2001 due to increased marketing and sales activities for Compelis.

Liquidity and Capital Resources - Fiscal Years 2002 and 2001
------------------------------------------------------------
In fiscal 2002, our primary sources of liquidity continued to be the issuance of
Company common stock for services rendered ($179,000), borrowings from
affiliated parties ($663,366), disposition of assets and the restructuring of
notes payable (to officers and directors) into equity ($664,150). Revenue from
operations was not significant. We have not sought or made any arrangements with
our bank or any other financial institution for working capital loans or lines
of credit and we are uncertain that we would succeed in obtaining such
institutional financing pending the Company's improvement of its business
prospects, results of operations and financial condition.


Operating. During fiscal 2002, the Company's operations used cash resources of
$156,684, compared to providing cash resources of $1,267,698 in fiscal 2001. At
January 31, 2002 and 2001, we had a net working capital of $(748,414) and
$(354,988), respectively, reflecting erosion of our current ration of 18:1 to
37:1 from the prior fiscal year.

Financing.  In fiscal 2002, the note payable decreased $664,150 for issuance of
common stock as compared to $130,229 in fiscal 2001.

Long-term debt decreased by $(426,242) in fiscal 2002, compared to an increase
of $431,000 in fiscal 2001 due to the issuance of common stock.

At January 31, 2002, the Company had notes payable to various individuals
aggregating $663,366 with interest at 7 and 10 percent of which $612,605 was due
and payable. See Note 6 to the Financial Statements for the fiscal year ended
January 31, 2002.



                                       12
<PAGE>
Without additional capital to meet its operating expenses at current projected
levels, of which there is no assurance that we will obtain any additional
financing, the Company's operations may be materially reduced.

New Accounting Pronouncements:

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

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This pronouncement addresses the adverse accounting practice for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company will be required to adopt this
pronouncement effective January 1, 2003. The Company does not expect that the
adoption of SFAS No. 143 will have any impact on its financial statement
presentation or disclosures.

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

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"), which is effective for
financial statements issued for fiscal years beginning after December 15, 1997.
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


                                       13
<PAGE>
financial statement that is presented with the same prominence as other
financial statements. The Company adopted SFAS No. 130 for its fiscal year
beginning February 1, 1998. Adoption of SFAS No. 130 did not have a material
effect on the Company's financial statement presentation and disclosures.

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

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

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
which, as amended, is effective for financial statements for all fiscal quarters
of all fiscal years beginning after June 15, 2000. SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, by requiring that an entity recognize those items
as assets or liabilities in the statement of financial position and measure them
at fair value. SFAS No. 133 also addresses the accounting for hedging
activities. The Company will adopt SFAS No. 133 for its fiscal year beginning
February 1, 2001. The Company currently does not have any derivative instruments
nor is it engaged in any hedging activities, thus the Company does not believe
that implementation of SFAS No. 133 will have a material effect on its financial
statement presentation and disclosures.

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


                                       14
<PAGE>
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          47        Chief Executive Officer, President and
                              Chairman of the Board

Lawrence Zeiben     37        Director

Paul Visel          51        Director

Rob Dromerhauser    39        Director


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. 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
multi-national firms. Further, Mr. Zeiben has extensive knowledge of taxation,
corporate finance and strategic planning.

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

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.

                                       16
<PAGE>
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, 2002, 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 except for
transactions incurred on June 28, 2001, in which Mr. Doner and Mr. Visel each
were issued 1,400,000 shares of the Company's Common Stock.

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.

                                                   Long-Term          All other
                           Annual Compensation    Compensation      Compensation
                      --------------------------- ----------------- ------------
              Fiscal                              Securities under-
Name          Year    Annual Salary  Annual Bonus   lying options
------------- ------  -------------  ------------ ----------------- -----------
Dale Doner     2000      $47,000          --             --              --
Dale Doner     2001      $35,000          --             --              --
Dale Doner     2002      $44,000*         --             --              --
-------------------------------------------------------------------------------
* In June 2001, Mr. Doner was issued 200,000 shares of the Company's Common
Stock valued at $0.25 per share for services rendered to the Company.



Stock Option Grants Table
-------------------------
No officers or directors were granted any options during the fiscal year ended
January 31, 2002, nor do any officers or directors currently own any options.

















                                       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, 2002 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(2)
P.O. Box 105                1,647,438                   36.6%
Sunset House
Alberta, CN T0H 3H0

Paul Visel                  1,443,000                   32.0%
419 Jayvee St.,
Kingsville, TX
78363

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

Rob Dromerhauser                    0                      0%

All directors, executive
Officers as a group (4):    3,087,438                   68.6%

-------------------------------------------------
(1) Computed on the basis of 4,501,216 shares of Common Stock and, with respect
to those persons holding options to purchase Common Stock exercisable within 60
days, the number of shares of Common Stock that are issuable upon the exercise
thereof.

(2) Includes 1,445,000 shares, 190,226 shares and 12,212 shares owned by 729759
Alberta Ltd., GHQ, Ltd. and GHQ, Inc., respectively. Mr. Doner is an officer,
director and principal stockholder of all of these entities.

ITEM 12. Certain Relationships and Related Transactions

On June 28, 2001, the Company issued 1,000,000 shares each to two directors, Mr.
Doner and Mr. Visel, in exchange for the reduction of notes payable of $500,000
owed to Messrs. Doner and Visel. In addition, Mr. Doner and Mr. Visel were each

                                       18
<PAGE>
issued 400,000 shares for services rendered to the Company. The Company valued
the Common Stock issued at its fair market value which was $0.25 per share.

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


         (a)    Exhibits
                --------
3.1      Certificate of Incorporation of the Company, as amended *

3.2      By-Laws of the Company.*

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

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

4.3      Form of Series A  Senior Convertible Subordinated Debenture due October
         29, 1997(2)

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

10.2     Stock  Purchase  Agreement,  dated as  August  11,  1998 and  amendment
         thereto  dated  as of  September  30,  1998,  by and  between  Treasury
         International, Inc. and 1299004 Ontario Corporation.(3)

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

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

23.1     Consent of Bromberg & Associate

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

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

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

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

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






                                       19
<PAGE>
(b) Reports on Form 8-K None.

The Company filed a Form 8-K on August 7, 2001 relating to the sale of its
Compelis subsidiary to Twelve Stories Corporation.

The Company filed a Form 8-k on April 25, 2002 relating to the purchase of
American Sport Academy, LLC.

                                   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                           May 16, 2002
                    ----------------------------------           --------------
                    Dale Doner                                   Date
                    Chief Executive Officer


                    By: /s/ Kristina E. Sickels                  May 16, 2002
                    ----------------------------------           --------------
                    Kristina E. Sickels                          Date
                    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, 2002
Dale Doner                 and Chairman of the Board


/s/ Rob Dromerhauser
-----------------          Director                              May 16, 2002
Rob Dromerhauser


/s/ Lawrence Zeiben
-----------------          Director                              May 16, 2002
Lawrence Zeiben


/s/ Paul Visel
-----------------          Director                              May 16, 2002
Paul Visel



                                       20
<PAGE>
Bromberg & Associate                          1183 Finch Ave. West, Suite 305
                                              Toronto, Ontario M3J 2G2
                                              Phone: (416) 663-7521
Chartered Accountants                         Fax: (416) 663-1546


AUDITORS REPORT

     Board of Directors and Shareholders
     Treasury International, Inc.

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

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going  concern.  The Company has a limited  operating
history,  has incurred substantial losses, and at January 31, 2002 has a working
deficiency  and  shareholders'  deficit that raise  substantial  doubt about its
ability to continue as a going concern.  The Financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                                       BROMBERG & ASSOCIATE
                                                       CHARTERED ACCOUNTANTS



       TORONTO, CANADA
       April 15, 2002











                                      21
<PAGE>
                          TREASURY INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEET

                             AS AT January 31, 2002




ASSETS

                                         January 31, 2002      January 31, 2001

CURRENT ASSETS
 Bank                                          $2,165                    ---
Accounts Receivable                          $ 10,190                $46,813
 Securities Available for Sale(Note 3)       $152,071               $142,250
  Due from Wexcap Group                           ---                 $3,000
Sundry Assets                                     ---                $12,672
                                           ----------            -----------
TOTAL CURRENT ASSETS                         $164,426               $204,735

Goodwill                                          ---               $172,089
Long Term Investments (Note 4)               $250,266                $88,266
Capital Assets (Notes 2c & 5)                 $ 4,473                $26,787
TOTAL ASSETS                                 $419,165               $491,877


LIABILITIES

CURRENT LIABILITIES
  Bank Indebtedness                               ---                $61,104
  Account Payable and Accrued Liabilities    $300,235               $152,250
  Current portion of long-term debt (Note 6) $612,605               $346,369
                                           ----------            -----------
TOTAL CURRENT LIABILITIES                    $912,840               $559,723

Long Term Debt (Note 6)                      $ 50,261               $477,003
Loans Due To Officers & Directors                 ---               $309,771
                                           ----------            -----------
TOTAL LIABILITIES                           $ 963,601             $1,346,497
                                           ----------            -----------















                                       22
<PAGE>
                          TREASURY INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEET

                             AS AT January 31, 2002

                              SHAREHOLDER'S EQUITY

                                           January 31, 2002    January 31, 2001
SHARE CAPITAL

Authorized - 100,000,000 common shares
Issued - 4,467,667 common shares(Note7)           $39,303              $9,271

Contributed Surplus (Note 9)                  $ 5,585,680          $4,772,162

Deficit                                       ($6,169,419)        ($5,576,867)
                                             ------------        ------------
TOTAL SHAREHOLDERS EQUITY                       ($544,436)          ($795,434)
                                             ------------        ------------
Accumulated Other Deficit                             ---            ($59,186)
                                             ------------        ------------
TOTAL LIABILITIES &
SHAREHOLDER'S EQUITY                             $419,165            $491,877
                                             ------------        ------------
































                                       23
<PAGE>
                          TREASURY INTERNATIONAL, INC.

                        CONSOLIDATED STATEMENT OF DEFICIT

                           YEAR ENDED JANUARY 31, 2002




                                         January 31, 2002    January 31, 2001

Balance, beginning of year                  ($5,576,867)        ($4,252,931)

Net (Loss) for the year                       ($592,552)        ($1,323,936)
                                           ------------         -----------
Balance, end of year                        ($6,169,419)        ($5,576,867)
                                           ------------         -----------








































                                       24
<PAGE>
                          TREASURY INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                           YEAR ENDED JANUARY 31, 2002

                                           January 31, 2002   January 31, 2001


REVENUE                                          $44,291          $300,110
                                            ------------      ------------
COST OF GOODS SOLD                                41,362           204,748
                                            ------------      ------------
GROSS PROFIT                                        2929            95,362
                                            ------------      ------------
EXPENSES
     Software Development Expense                   7716           428,063

     General and administrative                  526,157           211,798
                                            ------------      ------------
TOTAL OPERATING EXPENSES                         533,873           639,861
                                            ------------      ------------
 LOSS from operations before under noted items  (530,944)         (544,499)
                                            ------------      ------------
    Loss on Sale of Shares                        20,035               ---
   Write down of Note Receivable                     ---           688,167
    Bad debt expense                              15,645            43,821
    Interest Expense                              63,296            27,196
    Amortization (Note 1C and 5)                   6,823            20,253
                                            ------------      ------------
                                                 105,799           779,437

    NET (LOSS) from Continuing Operations       (636,743)       (1,323,936)
         Gain on sale or subsidiary               44,191
         Other (loss), principally unrealized
         (losses) on Securities Available
         for Sale (Note 7)                           ---          ($59,196)
                                            ------------      ------------
    NET LOSS                                   ($592,552)      ($1,383,132)

    Income per share                              (0.219)           (0.015)
                                            ------------      ------------
   Weighted average number of Common Shares
   Outstanding                                 2,704,507        92,081,744













                                      25
<PAGE>
                          TREASURY INTERNATIONAL, INC.

                            CONSOLIDATED STATEMENT OF

                         CHANGES IN SHAREHOLDERS' EQUITY

                       FOR THE YEAR ENDED JANUARY 31, 2002


                                              COMMON   CONTRIBUTED   PAID-IN
                                              SHARES     SURPLUS      CAPITAL
                                          ------------ ------------ -----------
Balance-January 31, 2001 (Note7)              927,067   $4,772,162     $9,271

Issued 8,000 shares of common stock in          8,000      $12,320        $80
consideration for professional services of
$12,400

Issued 2,800,000 shares of common           2,800,000     $672,000    $28,000
stock in consideration for the
reduction of notes payable of $500,000
and consulting services of $200,000

Issued 656,600 shares of common               656,600     $163,508     $1,642
stock in consideration for the reduction
in notes payable of $164,150

Issued 60,000 shares of common                 60,000      $14,850       $150
stock in consideration for professional
services of $15,000

Cancellation of 32,000 shares of              (32,000)    ($96,680)     ($320)
common stock on the sale of Compelis
Corporation

Issued 48,000 shares of common stock
in consideration for professional service
of $48,000                                     48,000       47,520        480
                                          ----------- ------------ ----------
                                            4,467,667   $5,585,680   $ 39,303
                                          ----------- ------------ ----------
















                                      26
<PAGE>
                          TREASURY INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                           YEAR ENDED JANUARY 31, 2002

                                               January 31, 2002 January 31, 2001
Cash flows from operating activities
 Net (loss)                                         ($592,552)    ($1,323,936)
 Adjustment to reconcile net income to
  net cash used in operating activities
  Proceeds on issue of common shares for
  services rendered                                  179,400           20,400
  Note Receivable Write off                              ---        2,549,398
  Amortization                                         6,823           20,253
  Decrease in accounts receivable                     36,623           13,237
  Increase in Securities Available for Sale           49,365              ---
  Decrease in amount due from Wexcap Group             3,000              ---

  Decrease (Increase) in sundry assets                12,672          (10,065)
  Increase (Decrease) in accounts payable            147,985           (1,589)
                                                ------------     ------------
Cash provided by (used for) operating activities   ($156,684)      $1,267,698
                                                ------------     ------------
Cash flows from financing activities
      Deferred Gain and Loss on sale of subsidiary       ---       (1,961,231)
      Loans due to Officers & Directors            ($309,771)        $265,999
      Promissory note payments received                  ---         $100,000
      Notes Payable                                 (160,006)        $580,125
      Proceeds on issue of common shares         $ 6,641,500        ($145,171)
                                                ------------     ------------
 Cash provided by (used for) financing activities    194,373       (1,160,278)
                                                ------------     ------------
 Cash flows from investing activities
     Long Term Investments                          (162,000)        (289,702)
    Goodwill                                        $172,089          200,000
     Purchase (Disposal) of Capital Assets          $ 15,491          (22,275)
                                                ------------     ------------
Cash provided by (used for) investing activities      25,580         (111,977)
                                                ------------     ------------
    (Increase) in bank indebtedness                   63,269           (4,557)
     Bank (indebtedness),beginning of year          ($61,104)        ($56,547)
                                                ------------     ------------
     Bank balance (indebtedness),end of year         $ 2,165         ($61,104)
                                                ------------     ------------












                                      27
<PAGE>
                           TREASURY INTERNATIONAL, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT January 31, 2002

1.   Nature of business
         Treasury International, Inc., through its wholly owned subsidiary,
         Retailport.com, Inc., is involved in business to E-Commerce,
         Web-enabled 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 Compelis Corporation, it's wholly
         owned subsidiary up to June 29, 2001, the date of disposition.

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

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

             Office equipment                -20% diminishing balance
             Computer equipment              -30% diminishing balance

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

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

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

3.  Securities Available for Sale

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







                                      28
<PAGE>
                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT January 31, 2002

Issuer                            Market     Cost   Unreported Gain,  Fair Value
                                                         (Loss)
American Sports History Inc.      OTC BB   $126,411      $23,541       $149,952

Wall Street Financial Corporation OTC BB     $4,060      ($3,260)          $800

Modern Manufacturing, Inc.        OTC BB     $3,915       $2,453         $1,462

Digital Bridge, Inc.              OTC BB    $17,685     ($14,685)       $ 3,000
                                           --------      -------       --------
                                           $152,071       $3,143       $155,214
                                           --------      -------       --------
4.  Long Term Investments

         The Company has made certain equity investments in other Corporations
that management considers to be strategic or synergistic to the Company's
growth.

5.  Capital Assets
                                     January 31, 2002         January 31, 2001
                                 -------------------------    ----------------
                       Cost      Accumulated      Net book         Net Book
                                 Amortization      value            value

Office equipment      $6,578        $5,827          $751            $6,556
Computer equipment   $13,436        $9,714        $3,722           $20,131
                     -------       -------        ------           -------
                     $20,014       $15,541        $4,473           $26,687
                     -------       -------        ------           -------

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

Due Date                                                    Principal Amount
Current (To January 31,2003)-in Default                           $612,605
January 31, 2004                                                       ---
January 31, 2005                                                       ---
January 31, 2006                                                   $50,761
                                                                  --------
Total                                                             $663,366
                                                                  --------
The interest rates on the notes are between 7%-15%.

7.  Outstanding shares

              During the year, the Company reverse split its common stock 100:1







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<PAGE>
                           TREASURY INTERNATIONAL, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT January 31, 2002




8.  Stock Options

          a) Options to purchase 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,
2002 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, 2002, 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 $0.16 per share for each warrant owned.  An additional 10,000 warrants
were issued and exercised at a price of $ 0.04 per share for services rendered.
These warrants covered in this plan are exercised over a 3 year period and
expire in November 2002.

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

10.  Gain on Sale of Subsidiary

         The Company sold its subsidiary, Compelis Corporation during this year.

                               Selling Price         $241,000
                               Cost                  $196,809
                               ------------------------------
                               Gain on sale           $44,191
                               ------------------------------
11.  Income taxes

         As at January 31, 2002 the company had a net operating loss carryover
of approximately $6,920,229 expiring in various years through 2016.











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