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, 1999
                                OR
      ____  Transition  report  under  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934 For the transition period from __________ to _________.


                         Commission File Number: 0-28514

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


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

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

     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                         None
            per share



      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 __ No |X|
<PAGE>

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

      As of January 31, 1999, 88,320,677 shares of the registrant's common stock
were outstanding.

      The  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of July 20, 1999 was $6,528,009.




<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

<PAGE>

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
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.

      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.

Recent Development

      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.

      Pioneer has built a proprietary database of product information  regarding
over 300 of the leading manufactuers of industrial products. From this database,
Pioneer  publishes  print,  CD-ROM and Internet based catalog  solutions for its
industrial  customers  located  across Canada.  Pioneer  receives and reproduces
information for the database,  using the latest  technology tools, in the format
required  for the  target  publishing  media.  Pioneer  is  responsible  for the
maintenance  of the  electronic  information  and the output  applications.  All
printing and CD replication is outsourced through 3rd party sources with Pioneer
providing all pre-press and authoring services.

      Pioneer  also  builds  dynamic web sites which  enable  Internet  users to
access the information  available from a company's  print catalog.  Efficiencies
are  built  into  the  publishing  process  using a  single  database  to  serve
information to each publishing  media. The strength of Pioneer is its ability to
provide  customers  with  a  complete  end-to-end  print,  CD-ROM  and  Internet
publishing  solution.  Pioneer's 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.


<PAGE>

Corporate Summary and Growth Strategies

      With the change of management and redefinition of the Company's  business,
Treasury will now pursue the following objectives defined by our mandate:

      1.   Strategic   Market   Position.   Pioneer   Media  Group,
           through  initiatives such as database catalog publishing
           and dynamic  web site  development,  offers  Treasury 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  Pioneer's  proprietary
           information  database.   Treasury  is  also  seeking  an
           alliance  with a  transaction-based  software  solutions
           provider.

      2.   Asset  Productivity.   The  consolidation  of  corporate
           activities  allows us to focus our energy and  resources
           on    emerging     opportunities,     accountable    and
           complimentary  to  Treasury.   The  resulting  synergies
           from  consolidation  and  the  organization's  efficient
           business    process    yields    higher    velocity   of
           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.  We believe that  Treasury is well  positioned
           to   provide   beneficial    technology-based   business
           solutions   that  focus  on  awareness   (products   and
           capabilities),  preference (name and brand  recognition)
           and market share.

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

      During its last three fiscal  years,  the Company has incurred no material
expenditures on account of research and development, as management believes that
the  success  of the  Company  and  its  business  operations  did  not  require
significant research and development efforts.

Employees

      As of June 30,  1999,  the Company had 2 full time  officers,  3 sales and
marketing  representatives,  1 administrator and 5 production personnel. 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.


<PAGE>

Patents and Trademarks

      Due to the nature of Treasury's operations, it does not currently hold any
existing  or pending  patents or  trademarks  outside of the  Company's  and its
subsidiaries' names.


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


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

      On  June  8,  1998,  an  amendment  to the  Certificate  of  Incorporation
increasing the authorized shares of common stock from 50,000,000 to 100,000,000.

      On  November  30,  1998,  the sale of 100% of the  stock of the  Company's
indirect  subsidiary  Mega  Blow  Moulding  Limited,  a company  engaged  in the
manufacture  and  marketing of custom  plastic  containers,  to 1299004  Ontario
Corporation,  an Ontario corporation (the "Sale") on the terms contained in that
certain Stock  Purchase  Agreement  dated August 11, 1998 and amendment  thereto
dated as of September 30, 1998.



<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. 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, 1999 (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

      As of June 30,  1999,  there were 140  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.

      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.

                                                                      Exemption
            Title of                     Amount of   Price or         under
Date        Securities Transaction Type  Securities  Consideration    Securities
            Sold                         Sold                         Act
---------------------------------------------------------------------------
Feb. 23,    Common     For Services      1,400,000   $190            sec. 4 (2)
1998        Stock      Rendered
May 5, 1998 Common     Debt Conversion   1,000,000   $27,000         sec. 4 (2)
            Stock      (729759 Alberta
                       Limited)
May 5, 1998 Common     Debt Conversion   1,000,000   $27,000         sec. 4 (2)
            Stock      (GHQ Limited)
Aug. 10,    Common     Cancellation of   8,000,000   To cancel      Regulation S
1998        Stock      Options to James              11,500,000
                       Hal                           options
Aug. 10,    Common     Cancellation of   4,000,000   To cancel      Regulation S
1998        Stock      Options to                    7,500,000
                       Howard Halpern                options



<PAGE>
                                                                      Exemption
            Title of                     Amount of   Price or         under
Date        Securities Transaction Type  Securities  Consideration    Securities
            Sold                         Sold                         Act
---------------------------------------------------------------------------
Oct. 30,    Common     Debt Conversion   33,670,000  $1,000,000     Regulation S
1998        Stock
Nov. 30,    Common     Sale of Silver      113,750   N/A            Regulation S
1998        Stock      925
Jan. 28,    Common     For Services      2,000,000   $60,000        Regulation S
1999        Stock      Rendered


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

Overview

      Treasury is an asset management company in the business of acquiring other
organizations and creating resultant synergies primarily in North America.

      During the next 12 to 24 months,  Treasury  will  continue  its  expansion
goals. The company's acquisition strategy achieves the following objectives:  i)
gain strategic position for its subsidiaries, ii) improve asset productivity and
iii) improve  growth  potential in both emerging  technologies  and key targeted
vertical market sectors. To increase its future  subsidiaries' market share, the
Company  will seek to acquire key  competitors  or  companies  having  important
products and synergies with existing company operations.  Present operations are
also planned to be streamlined in order to reduce costs.

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

Fiscal 1999 compared to Fiscal 1998

      Net  sales  decreased  during  fiscal  year  1999  to $3.6  million,  down
approximately  42% from $6.1  million in fiscal year 1998.  The  decrease in net
sales  reflects the  inclusion of only nine months' of the results of operations
of Mega  Blow,  a former  subsidiary,  compared  to twelve  months in 1998.  The
Company experienced a net income of $2,158,635 for its fiscal year ended January
31, 1999, an increase of  approximately  241% when compared to the Company's net
loss of $1,529,782 in fiscal year ended January 31, 1998.  Among the significant
items impacting the 1999 results were the net gain of $2,811,231 realized on the
sale of Mega Blow which occurred on November 30, 1998.

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


<PAGE>

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

Fiscal 1998 Compared to Fiscal 1997

      Net sales increased  during the fiscal year ended January 31, 1998 to over
$6.1 million,  up approximately  189% from $2.1 million in the fiscal year ended
January 31,  1997.  The  increase in net sales  reflects  the  inclusion of Mega
Blow's  results  of  operations  from  the  twelve  month  period.  The  Company
experienced a net loss of $1,437,986 for its fiscal year ended January 31, 1998,
an increase of  approximately  40% when  compared to the  Company's  net loss of
$1,032,084 in the fiscal year ended January 31, 1997. Among the signficant items
impacting  the  1998  results  were  increased   expenses   resulting  from  the
disposition of Silver as well as extensive marketing and consulting arrangements
undertaken by the company.

      The cost of  sales  for  fiscal  1998  represented  76% of net  sales,  or
$4,628,960,  a 166% increase  compared to 82% of net sales,  or  $1,743,380,  in
fiscal 1997. The increase is  attributable  to  significantly  greater net sales
from Mega Blow's operations.

      Operating, general and administrative expenses increased in fiscal 1998 to
$1,846,345,   or  approximately  30%  of  sales,  compared  to  $1,151,128,   or
approximately  54% of sales,  in fiscal 1997.  The increase is  attributable  to
significantly higher sales and expenses related to the disposition of Silver.

Liquidity and Capital Resources

      The primary sources of liquidity for the Company were funds generated from
the sale of Mega Blow.

      On  October  30,  1996,  the  company  acquired  100%  of the  issued  and
outstanding  common shares of Megatran  Investments Ltd., parent company of Mega
Blow.  The  purchase  price  of  $2,863,182  consisted  of  $1,361,302  cash and
debentures of $1,501,880.  Subsequently,  on November 30, 1998, the company sold
Mega  Blow  for  $5,100,000,  of  which  $250,000  was  received  as a  deposit,
$4,000,000 and $850,000 were received as a promissory note and a note receivable
respectively.

      As of January 31,  1999,  current  assets  totalled  $873,054  compared to
$1,026,462 at January 31, 1998.  The decrease is  attributable  to the Company's
sale of Mega Blow and the resultant elimination of physical  inventories.  As of
January 31, 1999, accounts receivables totalled $850,000 compared to $608,659 as
of January 31,  1998,  representing  an increase of 40%,  due to the  offsetting
effects of the  elimination of customer  trade  receivables of Mega Blow and the

<PAGE>

recognition of the note  receivable for $850,000 on the sale of Mega Blow.  This
note was due on May 31,  1999 but  company  management  agreed to extend the due
date of the note to July 22, 1999. At fiscal year end 1999, the Company had cash
on hand of $19,956. The cash balance was utilized for working capital purposes.

      The Company also holds a promissory note receivable from the purchasers of
its subsidiary in the amount of $4,000,000.  This promissory note was due on May
31,  1999 but the  Company's  management  agreed to  extend  the due date of the
promissory  note to July  22,  1999.  As of July  20,  1999  the  note is  still
outstanding.

      As of January 31, 1999, current  liabilities  totalled $1,324,409 compared
to $2,496,876 as of January 31, 1998. The decrease is  attributable  to the sale
of the Company's subsidiary.

      As of January 31,  1999,  the Company  remained as  guarantor to Mega Blow
and, its banker,  the Royal Bank of Canada to a maximum  amount of $850,000 that
was negotiated as part of the sale of Mega Blow. This amount is reflected as the
current  portion of  long-term  debt as  referenced  in note 6 of the  financial
statements.

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

      The Company also  received  proceeds from the  transactions  listed in the
table regarding unregistered sales of common stock in Item 5 ("Market For Common
Equity and Related Stockholder Matters").

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.



<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                   43   Chief Executive Officer, President
                                  and Chairman of the Board
Marlin Doner                 33   Chief Operating Officer, Chief
                                  Financial Officer and Director
Lawrence Zeiben              32   Director
Mark Murphy                  37   Director
James Hal (a.k.a. James      37   Director
Halioua)

      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 been a
director for the Evangelical Missionary Church of Canada.

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


<PAGE>

     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.

     Mr.  James Hal has been a  Director  of the  Company  since  the  Company's
inception in August 1995.  From August 1995 to January 1999, Mr. Hal also served
as Chief Executive  Officer and Chairman of the Board. Mr. Hal was the President
and Chief  Financial  Officer  of JJAMP from its  inception  in  September  1993
through  acquisition  by the Company in August 1995.  From 1983 to 1993, Mr. Hal
was the President of Tropi-Golf  Inc. of Concord,  Canada.  He was  previously a
Director for Gaming Lottery  Corp., a company  trading both on the NASDAQ and on
the Toronto Stock  Exchange,  and Le Print  Express,  Inc.,  which trades on the
Canadian Dealer Network (CDN).

     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,  1998,  or
written representations that no Forms 5 were required, the Company believes that
during  the fiscal  year ended  January  31,  1999,  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,  1999 and (ii) each other  executive
officer of the Company whose  compensation  during the fiscal year ended January
31, 1999 exceeded $100,000.


Name          Fiscal   Annual Compensation      Long-Term Compensation
              Year
                       -----------------------------------------------
                       Annual       Annual      Securities
                       Salary       Bonus       underlying options
----------------------------------------------------------------------
James Hal (1) 1999     $47,517          --             200,000
Dale Doner(2) 1999     $15,000          --               --
------------------
1.  Resigned on January 22, 1999.
2.  Appointed on January 22, 1999.


<PAGE>

Stock Option Grants Table

      The  following  table  provides  information  with regard to stock options
granted to the persons named in the foregoing compensation table:


                  Number of        % Total Options
                  Securities       Granted to       Exercise  Expiration
Name of Grantee   Underlying       Employees in     Price     Date
                  Options          Fiscal Year
                  Granted
------------------------------------------------------------------------
James Hal         200,000          41.7%            $0.10     06-25-98


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 July 20, 1999 by
(i) each director of the Company, (ii) each executive officer of the Company and
each executive  officer of the Company named in the Summary  Compensation  Table
above,  (iii)  each  person  known by the  Company  to own  more  than 5% of the
Company's Common Stock and (iv) all directors and officers as a group:

  Name and Address     Beneficial Ownership of       Current Percent
                       Common Stock                  of Class (1)
  ---------------------------------------------------------------------
  Dale Doner
  1081 King St., E             28,537,599                 31%
  Kitchener, Ontario
  Canada  N2G 2N1

  Marlin Doner
  1081 King St., E             3,630,000                   4%
  Kitchener, Ontario
  Canada  N2G 2N1


<PAGE>

 Name and Address     Beneficial Ownership of       Current Percent
                       Common Stock                  of Class (1)
  ---------------------------------------------------------------------
  Mark Murphy
  37630 Interchange            4,929,000                   5%
  Dr.,
  Farmington Hills, MI
  USA  48335

  All directors,
  executive officers           37,096,599                 41%
  and 5% owners, as a
  group:

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

* Less than one percent.

(1)   Computed  on the basis of  89,320,677  shares of Common  Stock  and,  with
      respect  to  those  persons  holding  options  to  purchase  Common  Stock
      exerciseable within 60 days, the number of shares of Common Stock that are
      issuable upon the exercise thereof.


ITEM 12.  Certain Relationships and Related Transactions

      On August 10,  1998,  the Company  issued to James Hal, a director and the
former Chief Executive  Officer of the Company,  and Howard Halpern,  the former
Chief  Financial  Officer and a former  director of the Company,  8,000,000  and
4,000,000 shares, respectively, in consideration of $1,200 for services rendered
and the cancellation of 19,000,000 options exercisable at $.05 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**

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

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

21    Subsidiaries of the Company

23.1  Consent of Bromberg & Associate

27.0  Financial Data Schedule
--------------------------------------------------

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

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

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



       (b) Reports on Form 8-K

      None.


<PAGE>



                                   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 July 28, 1999
Dale Doner                     and Chairman of the Board


/s/ Marlin Doner               Chief Financial Officer           July 28, 1999
Marlin Doner                   and Director


/s/ Lawrence Zeiben            Director                          July 28, 1999
Lawrence Zeiben

/s/ Mark Murphy                Director                          July 28, 1999
Mark Murphy

/s/ James Hal                  Director                          July 28, 1999
James Hal


<PAGE>




                          TREASURY INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET
                             AS AT JANUARY 31, 1999

                                      INDEX



                                                            Page

Auditors' report..........................................   F-2

Consolidated balance sheet................................   F-3

Consolidated statement of deficit.........................   F-5

Consolidated statement of operations......................   F-6

Consolidated statement of changes in shareholders' equity.   F-7

Consolidated statement of cash flows......................   F-8

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



                                      F-1
<PAGE>



                                AUDITORS' REPORT



       Bromberg & Associate
                                        1183 Finch Ave. West, Suite  305
                                        Toronto, Ontario M3J 2G2
                                        Phone: (416)663-7521
        CHARTERED ACCOUNTANTS            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, 1999 and 1998, 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,
1999 and 1998 and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.


                                       BROMBERG & ASSOCIATES
                                       CHARTERED ACCOUNTS




TORONTO, CANADA
JUNE 15, 1999


                                      F-2
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET
                             AS AT JANUARY 31, 1999



                             ASSETS

                                        1999              1998
CURRENT
      Bank                           $  19,956         $ -
      Accounts receivable (Note 4)     850,000          608,659
      Inventories                            -          345,783
      Sundry assets                      3,098           72,020
                                     ------------      -----------

                                       873,054         1,026,462

PROMISSORY NOTE RECEIVABLE (Note 4)  4,000,000                -

GOODWILL                                     -         1,744,122

CAPITAL ASSETS (Notes 3 and 5)           6,935          620,279

                                     $4,879,989       $3,390,863
                                     ============      ===========



                           LIABILITIES

CURRENT
      Bank indebtedness (Note 6)       $   -         $   492,012

      Accounts payable and accrued        83,807         997,188
        liabilities
      Current portion of long-term     1,240,602       1,007,676
        debt (Note 6)
                                       -----------     -----------
                                       1,324,409       2,496,876

DEFERRED INCOME TAXES                         -           52,957

LONG-TERM DEBT                                -        1,117,392
                                       -----------     -----------

                                      $1,324,409      $3,667,225
                                      ===========     ===========



                                      F-3
<PAGE>



                              SHAREHOLDERS' EQUITY

SHARE CAPITAL
      Authorized
           100,000,000 common shares at $.0001
      Issued
           88,320,677 common shares        8,832           2,461
      Contributed surplus (Note 9)     4,455,076       2,788,140

DEFICIT                                 (908,328)     (3,066,963)
                                       -----------     -----------

                                       3,555,580       (276,362)
                                       -----------     -----------

                                       $4,879,989      $3,390,863
                                       ===========     ===========




APPROVED ON BEHALF OF THE BOARD


/s/ James Hal                             /s/ Marlin Doner
____________________________            _____________________________________
     James Hal, Director                   Marlin Doner, Director


                                      F-4

<PAGE>



                          TREASURY INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENT OF DEFICIT
                           YEAR ENDED JANUARY 31, 1999





                                         1999            1998

Balance, beginning of year           $(3,066,963)    $(1,556,912)

Net income (loss) for the year        2,158,635       (1,529,782)

Adjustments to prior year taxes               -          19,731
                                     -------------    ------------

Balance, end of year                 $(908,328)       $(3,066,963)
                                     =============    ============



                                      F-5
<PAGE>



                          TREASURY INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           YEAR ENDED JANUARY 31, 1999



                                            1999          1998

REVENUE                                  $3,583,715    $6,128,827

COST OF GOODS SOLD                       2,714,875     4,628,960
                                         -----------   -----------

GROSS PROFIT                               868,840     1,499,867
                                         -----------   -----------

EXPENSES

      Warehouse and factory                320,320       568,465
      General and administrative           978,769     1,403,193
      Selling and delivery                 147,248       155,340
                                         -----------   -----------

                                         1,446,337     2,126,998
                                         -----------   -----------

LOSS FROM OPERATIONS before undernoted   (577,497)     (627,131)
items

      Financial                             80,463       128,191
                                         -----------   -----------

LOSS BEFORE INCOME TAXES                 (657,960)     (755,322)

Deferred income taxes                      (5,364)       (1,204)
                                         -----------   -----------

NET LOSS FROM CONTINUED OPERATIONS       (652,596)     (754,118)

NET GAIN ON SALE OF SUBSIDIARY (Note 3)  2,811,231             -

NET LOSS FROM DISCONTINUED OPERATIONS            -     (282,260)

NET LOSS ON DISPOSAL OF DISCONTINUED             -     (493,404)
OPERATIONS
                                         -----------   -----------

NET INCOME (LOSS)                        $2,158,635    $(1,529,782)
                                         ===========   ===========

Income (loss) per common share           $     0.03    $    (0.09)
                                         ===========   ===========

Weighted average number of common        $67,679,323   $17,955,714
shares outstanding
                                         ===========   ===========


                                      F-6
<PAGE>



                          TREASURY INTERNATIONAL, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                           YEAR ENDED JANUARY 31, 1999



                                  COMMON     PAID-IN   CONTRIBUTED
                                  SHARES     CAPITAL     SURPLUS
                                  ------     -------    ----------
Balance-January 31, 1998         24,610,495  $ 2,461    $2,788,140

Issued 4,500,000 shares of       4,500,000       450        61,750
common stock for cash
consideration of $62,200

Issued 5,332,500 shares of       5,332,500       533        49,792
common stock for consulting and
public relations services

Issued 2,353,932 common shares   2,353,932       235        39,765
toward reduction of debentures
payable
                                 -----------------------------------

Balance-April 30, 1998           36,796,927    3,679     2,939,447
                                 -----------------------------------

Issued 33,670,000 common shares  33,670,000    3,367     1,318,513
toward reduction of debentures
payable

Issued 3,740,000 common shares   3,740,000       374        19,366
for consulting and public
relations services
                                 -----------------------------------

Balance-July 31, 1998            74,206,927    7,420     4,277,326
                                 -----------------------------------

Issued 12,000,000 common shares  12,000,000    1,200             -
in lieu of compensation
                                 -----------------------------------

Balance-October 31, 1998         86,206,927    8,620     4,277,326
                                 -----------------------------------

Issued 113,750 common shares      113,750         12         7,950
for consulting and public
relations services

Issued 2,000,000 common shares   2,000,000       200       169,800
for consulting and public
relations services
                                 -----------------------------------

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


                                      F-7
<PAGE>



                          TREASURY INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           YEAR ENDED JANUARY 31, 1999

                                              1999        1998
Cash flows from operating activities

      Net income (loss)                    $2,158,635  $(1,529,782)

      Adjustment to reconcile net loss to          -           -
      net cash used in operating
      activities

      Proceeds on issue of common shares      78,227     730,946
      for services received

      Adjustment to prior year income taxes       -      19,731

      Decrease in deferred income taxes     (52,957)     (1,204)

      Amortization                            84,147     229,450

      Decrease (Increase) in accounts      (241,341)     203,698
      receivable

      Decrease in income taxes receivable          -       6,182

      Decrease in inventories                345,783      40,132

      Decrease in sundry assets               68,922      72,521

      Decrease in accounts payable         (913,381)    (21,740)
                                           ----------- -----------

Net cash provided by (used for) operating  1,528,035   (250,066)
activities
                                           ----------- -----------

Cash flows from financing activities
      Promissory note receivable           (4,000,000)         -
      Long-term debt                       (884,466)   (217,205)
      Proceeds on issue of common shares   1,595,080     404,300
                                           ----------- -----------

Cash provided by (used for) financing      (3,289,386)   187,095
activities
                                           ----------- -----------

Cash flows from investing activities
      Goodwill                             1,744,122           -
      Net (purchase) disposal of capital     529,197    (34,634)
      assets
                                           ----------- -----------

Cash provided by (used for) investing      2,273,319    (34,634)
activities
                                           ----------- -----------

Decrease (increase) in bank indebtedness     511,968    (97,605)

Bank indebtedness, beginning of year       (492,012)   (394,407)
                                           ----------- -----------

Cash (Bank indebtedness), end of year      $  19,956   $(492,012)
                                           =========== ===========

                                      F-8
<PAGE>


                          TREASURY INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS AT JANUARY 31, 1999


1.   Nature of business

    Treasury  International,  Inc. is a holding company which was
    incorporated on August 18, 1995 in the State of Delaware.

2.   Summary of significant accounting policies

    (a)  Basis of consolidation

        These  consolidated  financial  statements  include the  accounts of the
        company and the revenues and expenses of its wholly-owned  subsidiaries,
        Megatran Investments Ltd. and Mega Blow Moulding Limited,  from November
        1, 1996 to  November  30,  1998,  which was the date Mega Blow  Moulding
        Limited was sold.

    (b)  Capital assets

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

              Office equipment - 20% diminishing balance

    (c)  Revenue recognition

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

    (d)  Income per share

        Income per share is calculated  based on the weighted  average number of
        shares outstanding during the period of 67,679,323.

    (e)  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.   Business combination and sale

    On October 30, 1996, the company acquired 100% of the issued and outstanding
    common  shares of Megatran  Investments  Ltd.,  parent  company of Mega Blow
    Moulding Limited.

                                      F-9
<PAGE>



    The purchase price of $2,863,182 consisted of $1,361,302 cash and debentures
    of  $1,501,880.  On November 30, 1998,  the company sold Mega Blow  Moulding
    Limited  for  $5,100,000  of which  $250,000  was  received as a deposit and
    $4,850,000 of notes receivable are owed to the company by the purchasers.

4.   Promissory note receivable

    The  promissory  note  receivable  is due May  31,  1999  in the  amount  of
    $4,000,000.  There is a note also due May 31, 1999 in the amount of $850,000
    as a result  of the  sale of Mega  Blow  Moulding  Limited  relating  to the
    repayment of the intercompany payable and bank debt.

    Further to the Stock Purchase Agreement,  dated August 11, 1998, the company
    agreed to extend the due date of the notes to July 22, 1999.

5.   Capital assets

                                      1999                 1998
                         -------------------------------  --------
                                    Accumulated Net       Net
                           Cost     Amortization book      book
                                                 value     value
                         ---------  ----------  --------  --------
     Leasehold           $    -     $     -     $    -    $2,556
       improvements
     Machinery and            -           -          -    575,488
       equipment
     Office equipment    18,314      11,379      6,935    42,235
                         ---------  ----------  --------  --------

                         $18,314    $11,379     $6,935  $620,279
                         =========  ==========  ========  ========

6. Current portion of long term debt

    The  current  portion  of  long-term  debt is owed to the  company's  former
    subsidiary Mega Blow Moulding Limited.

7.   Income taxes

    As at January 31, 1999 the company had a net  operating  loss  carryover  of
    approximately $2,623,000 expiring in various years through 2014.

8.  General and administrative expenses

    General  and  administrative  expenses  for the year ended  January 31, 1999
    include  fees  paid by the  company  for  consulting  and  public  relations
    services in the amount of $289,707.

9.  Contributed surplus

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



                                      F-10
<PAGE>







                                   EXHIBIT 21


                              None.

<PAGE>