As filed with the Securities and Exchange Commission on
                                February 25, 1998
===================================================================

                                     Registration No: 333-_________
===================================================================
                SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ---------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                ---------------


                          TREASURY INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)
                              ---------------


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



                          Treasury International, Inc.


           1183 Finch Avenue West, North York, Ontario M3J 2G2
             (Address of Principal Executive Offices)
                               ---------------


        Treasury International, Inc. 1995 Stock Option Plan
                            (Full Title of the Plan)
                               ---------------


                                    James Hal
                                    President
                          Treasury International, Inc.
                             1183 Finch Avenue West
                           North York, Ontario M3J 2G2
                                     Canada
                                  (914) 666-3200
     (Name, Address, Including Zip Code, and Telephone Number,
            Including Area Code, of Agents for Service)
                               ---------------


                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------
                                Proposed    Proposed
    Title of       Amount to     Maximum     Maximum     Amount of
   Securities         be        Offering    Aggregate   Registration
to be Registered  Registered      Price     Offering      Fee(2)
                      (1)          Per       Price(2)
                                Share(2)
---------------------------------------------------------------------
---------------------------------------------------------------------
  Common Stock    10,000,000      $.02       $200,000       $60
---------------------------------------------------------------------

(1) Represents  shares of Common Stock  issuable to pursuant to options  granted
    under the  Treasury  International,  Inc.  1995  Stock  Option  Plan,  which
    issuance  is to  occur  from  time to time  after  the  time of  filing  and
    effectiveness  of this  Registration  Statement  on Form S-8.  In  addition,
    pursuant  to  Rule  416(c),  this  Registration  Statement  also  covers  an
    indeterminate  amount of  Option  as may  become  issuable  pursuant  to the
    provisions  of the  Treasury  International,  Inc.  1995 Stock  Option  Plan
    described herein pursuant to the anti-dilution provisions thereof.

(2) Pursuant to Rule 457(c),  the  proposed  maximum  offering  price per share,
    proposed maximum aggregate offering price and amount of registration fee are
    based upon the basis of the bid and asked price within a five  business days
    prior to the date of the filing.


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



<PAGE>



                                     PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      The following documents have been filed by the Company with the Commission
and are incorporated herein by reference:

      (a)  Annual  Report on Form  10-KSB for the fiscal  year
ended January 31, 1997;

      (b)  Quarterly  Reports on Form  10-QSB for the  quarters  ended April 30,
1997, July 31, 1997 and October 31, 1997; and

      (c)  the  description  of the  Company's  Common  Stock  contained  in its
Registration  Statement on Form 10-SB, as amended,  originally  filed on October
21, 1996,  and including any amendment or report  heretofore or hereafter  filed
for the  purpose of updating  the  description  of the  Company's  Common  Stock
contained therein.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") subsequent
to the  date of  this  registration  statement  and  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities  remaining unsold shall be deemed to be
incorporated by reference into this  registration  statement (the  "Registration
Statement")  and to be a part hereof from the date of filing of such  documents.
Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  The
documents  required to be so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.    Description of Securities.

      Not required.

Item 5.    Interests of Named Experts and Counsel.

      No expert or counsel was hired on a  contingent  basis,  will  receive any
direct or indirect  interest  in the  Company,  or was a promoter,  underwriter,
voting trustee, director, officer or employee of the Company.



<PAGE>



Item 6.    Indemnification of Directors and Officers.

      The Company is required by its By-Laws and Certificate of Incorporation to
indemnify,  to the fullest extent permitted by law, each person that the Company
is  permitted  to  indemnify.   The  Company's   Certificate  of   Incorporation
specifically  requires  indemnification  of such  parties to the fullest  extent
permitted by Sections 102(b)(7) and 145 of the Delaware General Corporation Law.

      Section 102(b)(7) of the Delaware General Corporation Law generally allows
the Company to indemnify its  directors  except in the event of: (1) a breach of
the duty of loyalty to the Company or its  stockholders;  (2) an act or omission
that involves  intentional  misconduct or a knowing  violation of the law and an
act or omission not in good faith;  (3)  liability  arising under Section 174 of
the  Delaware  General  Corporation  Law relating to unlawful  stock  purchases,
redemptions,  or  payment  of  dividends;  or (4) a  transaction  in  which  the
potential indemnitee received an improper personal benefit.

      Section 145 of the Delaware General Corporation Law permits the Company to
indemnify  its  directors,  officers,  employees  or  agents  against  expenses,
including  attorney's  fees,  judgments,  fines and amounts paid in  settlements
actually and reasonably incurred in relation to any action,  suit, or proceeding
brought by third parties because they are or were directors, officers, employees
or agents of the  Company.  In order to be  eligible  for such  indemnification,
however, the directors,  officers,  employees or agents of the Company must have
acted in good faith and in a manner  they  reasonably  believed to be in, or not
opposed to, the best interests of the Company. In addition,  with respect to any
criminal  action or proceeding,  the officer,  director,  employee or agent must
have had no reason to believe that the conduct in question was unlawful.

      In  derivative  actions,  the Company  may only  indemnify  its  officers,
directors,  employees  and  agents  against  expenses  actually  and  reasonably
incurred in connection  with the defense or  settlement  of a suit,  and only if
they acted in good faith and in a manner they  reasonably  believed to be in, or
not  opposed  to, the best  interests  of the  Company.  Indemnification  is not
permitted in the event that the director, officer, employee or agent is actually
adjudged liable to the Company unless, and only to the extent that, the court in
which the action was brought so determines.

Item 7.    Exemption From Registration Claimed.

      Not applicable.



<PAGE>



Item 8     Exhibits.

      Exhibit
      Number    Description

      4         Treasury International 1995 Stock Option Plan

      5         Opinion of Piper & Marbury L.L.P.

      23.1      Consent of Piper & Marbury  L.L.P.  (contained
                in Exhibit 5).

      23.2      Consent of Bromberg & Associates

Item 9.    Undertakings.

(a)   The undersigned registrant hereby undertakes to:

           (1) file,  during any period in which offers or sales are being made,
      a post-effective amendment to this registration statement to:

                (i)  include      any     prospectus
           required    by   section    10(a)(3)   of
           Securities  Act of 1933,  as amended (the
           "Securities Act");

                (ii) reflect in the prospectus any facts or events arising after
           the effective date of this registration statement (or the most recent
           post-effective  amendment  thereof)  which,  individually  or in  the
           aggregate,  represent a  fundamental  change in the  information  set
           forth in this registration statement.  Notwithstanding the foregoing,
           any  increase  or decrease  in volume of  securities  offered (if the
           total dollar value of securities  offered would not exceed that which
           was  registered)  and any  deviation  from the high or low end of the
           estimated  maximum  offering  range may be  reflected  in the form of
           prospectus  filed with the Commission  pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           20 percent change in the maximum  aggregate  offering price set forth
           in the  "Calculation  of  Registration  Fee"  table in the  effective
           Registration Statement; and

                (iii) include any additional or changed material  information on
           the plan of distribution not previously disclosed in the registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement.
<PAGE>

      PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
      the information  required to be included in a post-effective  amendment by
      those  paragraphs  is contained in periodic  reports  filed by the Company
      pursuant to Section 13 or Section  15(d) of the  Exchange Act of 1934 that
      are incorporated by reference in the Registration Statement.

           (2) for the purpose of determining any liability under the Securities
      Act,  treat  each  such  post-effective  amendment  as a new  registration
      statement of the securities offered, and the offering of the securities at
      that time to be the initial bona fide offering.

           (3) file a post-effective  amendment to remove from  registration any
      of the securities that remain unsold at the termination of the offering.

(b)   The undersigned  registrant  hereby undertakes that, for
      purposes  of   determining   any  liability   under  the
      Securities Act, each filing of the  registrant's  annual
      report  pursuant  to section  13(a) or section  15(d) of
      the Exchange Act (and, where applicable,  each filing of
      an employee  benefit  plan's annual  report  pursuant to
      section 15(d) of the Exchange Act) that is  incorporated
      by  reference  in the  Registration  Statement  shall be
      deemed to be a new  registration  statement  relating to
      the  securities  offered  therein,  and the  offering of
      such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

(c)   Insofar  as  indemnification   for  liabilities  arising
      under the  Securities Act may be permitted to directors,
      officers and  controlling  persons of the small business
      issuer   pursuant  to  the  foregoing   provisions,   or
      otherwise,  the small  business  issuer has been advised
      that   in   the   opinion   of   the   Commission   such
      indemnification  is against  public  policy as expressed
      in   the    Securities    Act   and    is,    therefore,
      unenforceable.   In  the   event   that  a   claim   for
      indemnification  against  such  liabilities  (other than
      the  payment by the small  business  issuer of  expenses
      incurred or paid by a director,  officer or  controlling
      person of the small  business  issuer in the  successful
      defense of any action,  suit or  proceeding) is asserted
      by such  director,  officer  or  controlling  person  in
      connection  with the securities  being  registered,  the
      small  business  issuer  will,  unless in the opinion of
      its counsel the matter has been  settled by  controlling
      precedent,    submit   to   a   court   of   appropriate
      jurisdiction the question  whether such  indemnification
      by it is  against  public  policy  as  expressed  in the
      Securities  Act  and  will  be  governed  by  the  final
      adjudication of such issue.



<PAGE>



                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of North York,  Ontario,  on this 24th day of February,
1998.

                          TREASURY INTERNATIONAL, INC.


                         By: /S/ James Hal
                          James Halioua a/k/a James Hal
                          President and Chief Executive Officer


      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.


/s/ James Hal              President and Chief Executive   February 24, 1998
James Hal                 Officer and Director


/s/ Howard Halpern        Chief Financial Officer         February 24, 1998
Howard Halpern


/s/ Mark Halioua          Director                        February 24, 1998
Mark Halioua


/s/ Robert Abourmad       Director                        February 24, 1998
Robert Abourmad







<PAGE>


                                  EXHIBIT INDEX

      Exhibit
      Number    Description

      4         Treasury  International, Inc. 1995  Stock  Option Plan

      5         Opinion of Piper & Marbury L.L.P.(contains Consent of Counsel).

      23.1      Consent of Piper & Marbury  L.L.P. (contained in Exhibit 5).

      23.2      Consent of Bromberg & Associates




<PAGE>





                                                                      Exhibit 4

                          TREASURY INTERNATIONAL, INC.
                             a Delaware Corporation
                              (the "Company")

                             1995 STOCK OPTION PLAN

(As  adopted by the Board of  Directors  and  Shareholders  on
the 18th day of August 1995)

      1.   Purposes

           The  Company's  1995 Stock  Option  Plan (the  "Plan") is intended to
attract and retain the best  available  personnel for  positions of  substantial
responsibility  with the Company and its  subsidiaries,  if any,  and to provide
additional  incentive to such persons to exert their maximum  efforts toward the
success of the Company. The Plan is also intended to provide and encourage stock
ownership by officers,  directors,  employees and consultants of the Company and
to afford such persons the right to increase their  proprietary  interest in the
Company.  The above aims will be  effectuated  through  the  granting of certain
options  ("Options") to purchase shares of the Company's common stock, par value
$.0001 per share (the  "Common  Stock").  Under the Plan,  the Company may grant
"incentive  stock  options"  ("ISOs")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or Options which are not
intended to be ISOs ("Non-Qualified Options").

      2.   Administration of the Plan.

      The Plan shall be administered by a committee (the "Committee") consisting
of at least one (1) person,  appointed  by the Board of Directors of the Company
(the "Board of Directors").  Within the limits of the express  provisions of the
Plan, the Committee  shall have the authority,  in its  discretion,  to take the
following actions under the Plan:

      (a) to determine the  individuals to whom, and the time or times at which,
Options shall be granted,  the number of shares of Common Stock to be subject to
each of the Options  and whether  such  Options  shall be ISOs or  Non-Qualified
Options,

      (b)  to interpret the Plan;

      (c)  to   prescribe,   amend  and   rescind   rules  and
regulations relating to the Plans;

      (d) to determine the terms and provisions of the  respective  stock option
agreements  granting  Options,  including  the date or dates upon which  Options
shall become exercisable, which terms need not be identical;

      (e)  to  accelerate  the  vesting  of  any   outstanding
Options; and

      (f) to make all other  determinations and take all other actions necessary
or advisable for the administration of the Plan.
<PAGE>

      In making such  determinations,  the  Committee  may take into account the
nature of the services rendered by such  individuals,  and such other factors as
the Committee, in its discretion,  shall deem relevant. An individual to whom an
Option has been granted  under the Plan is referred to herein as an  "Optionee".
The  Committee's  determinations  on the matters  referred to in this  Section 2
shall be conclusive.

      3.   Shares Subject to the Plan.

      (a) The total  number of shares of Common  Stock for which  Options may be
granted under the Plan shall be 10,000,000.

      (b) The Company shall at all times while the Plan is in force reserve such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements  of  outstanding  Options.  The shares of Common Stock to be issued
upon exercise of Options shall be authorized  and unissued or reacquired  shares
of Common Stock.

      (c) The shares of Common Stock relating to the unexercised  portion of any
expired,  terminated  or canceled  Option shall  thereafter be available for the
grant of new Options under the Plan.

      4.   Eligibility.

      (a) Options may be granted under the Plan only to directors, employees and
consultants of the Company or any "subsidiary corporation" of the Company within
the meaning of Section 424 (f) of the Code (a "Subsidiary").  The term "Company"
when used in the context of an Optionee's employment, shall be deemed to include
the Company and its Subsidiaries.

      (b) Nothing contained in the Plan shall be construed to limit the right of
the  Company to grant  stock  options  otherwise  than under the Plan for proper
corporate purposes.


      5.   Terms of Options.

      The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:

      (a) The  purchase  price of the  shares of Common  Stock  subject  to each
Option  shall be fixed by the  Committee,  in its  discretion,  at the time such
Option is granted; provided, however, that in no event shall such purchase price
be less than the Fair Market Value (as defined in paragraph  (g) of this Section
5) of the shares of Common Stock as of the date such Option is granted.

      (b) The  dates  on  which  each  Option  (or  portion  thereof)  shall  be
exercisable shall be fixed by the Committee, in its discretion, at the time such
Option is granted.
<PAGE>

      (c) The expiration of each Option shall be fixed by the Committee,  in its
discretion,  at the time such  Option is  granted;  provided,  however,  that no
Option shall be exercisable after the expiration of ten (10) years from the date
of its  grant  and each  Option  shall be  subject  to  earlier  termination  as
determined  by the  Committee,  in its  discretion,  at the time such  Option is
granted.

      (d)  Options  shall be  exercised  by the  delivery  to the Company at its
principal office or at such other address as may be established by the Committee
(Attention:  Corporate  Secretary) of written  notice of the number of shares of
Common Stock with respect to which the Option is being exercised  accompanied by
payment  in  full  of the  purchase  price  of  such  shares.  Unless  otherwise
determined by the Committee at the time of grant, payment for such shares may be
made (i) in cash, (ii) by certified check or bank cashier's check payable to the
order of the Company of shares of Common  Stock having a Fair Market Value equal
to such  purchase  price,  (iii) by  delivery to the Company of shares of Common
Stock  having a Fair Market  Value  equal to such  purchase  price,  (iv) at the
discretion of the Committee,  by simultaneously  exercising  Options and selling
the shares of Common Stock acquired thereby,  pursuant to a brokerage or similar
arrangement approved by the Committee, and using the proceeds as payment of such
purchase price, or (v) by any combination of the methods of payment described in
(i) through (iv) above.

      (e) An Optionee shall not have any of the rights of a holder of the Common
Stock with respect to the shares of Common Stock subject to an Option until such
shares are issued to such Optionee upon the exercise of such Option.

      (f) An  option  shall not be  transferable,  except by will or the laws of
descent  and  distribution,  and  during the  lifetime  of an  Optionee,  may be
exercised  only by the  Optionee.  No Option  granted  under  the Plan  shall be
subject to execution, attachment or other process.

      For the purposes of the Plan, the Fair Market Value of the Common Stock as
of any date shall be as determined by the Committee and such determination shall
be binding upon the company and upon the  Optionee.  The Committee may make such
determination  (i) if the Common  Stock is not then  listed  and  traded  upon a
recognized  securities exchange,  upon the basis of the mean between the bid and
asked  quotations  on the  relevant  date (as  reported  by a  recognized  stock
quotation  service)  or, if there are no such bid and  asked  quotations  on the
relevant  date,  then  upon  the  basis of the mean  between  the bid and  asked
quotations  on the date  nearest  the  relevant  date or (ii) in case the Common
Stock is quoted on the National  Association  of  Securities  Dealers  Automated
Quotation  System National Market System  ("NASDAQNMS") or listed on one or more
national securities  exchanges,  the Fair Market Value of the Common Stock as of
any date shall be deemed to be the mean  between  the  highest  and lowest  sale
prices of the Common Stock reported on the NASDAQ-NMS or the principal  national
securities  exchange  on which  the  Common  Stock is listed  and  traded on the

<PAGE>

immediately  preceding  date, or, if there is no such sale on that date, then on
the last preceding date, on which such a sale was reported.

      6.   Special Provisions Applicable to ISOs.

      The following special provisions shall be applicable to ISOs granted under
the Plan.

      (a) No ISOs shall be granted  under the Plan after ten (10) years from the
earlier  of (i) the  date  the  Plan is  adopted,  or (ii)  the date the Plan is
approved by the Company's shareholders as provided in Section 10 hereof.

      (b) If an ISO is granted to a person who owns stock  possessing  more than
10% of the total  combined  voting power of all classes of stock of the Company,
the  purchase  price of the shares  subject to the Option shall not be less than
110% of the Fair  Market  Value of such  shares  as of the date  such  Option is
granted.

      (c) If the aggregate Fair Market Value of the Common Stock with respect to
which ISOs are  exercisable for the first time by any Optionee during a calendar
year exceeds $100,000, such ISOs shall be treated, to the extent of such excess,
as  Non-Qualified  Options.  For purposes of the  preceding  sentence,  the Fair
Market  Value  of the  Common  Stock  shall be  determined  at the time the ISOs
covering such shares were granted.

      7.   Adjustment upon Changes in Capitalization.

      (a) In the event that the outstanding  shares of Common Shares are changed
by reason of  reorganization,  reclassification,  stock  split,  combination  or
exchange of shares and the like, or dividends payable in shares of Common Stock,
an appropriate adjustment shall be made by the Committee in the aggregate number
of shares of Common Stock  available  under the Plan and in the number of shares
of Common  Stock and price per  share of Common  Stock  subject  to  outstanding
Options. If the Company shall be sold, reorganized, consolidated, taken private,
or merged,  with  another  corporation,  or if all or  substantially  all of the
assets of the Company  shall be sold or  exchanged  (a  "Corporate  Event"),  an
Optionee shall at the time of issuance of the stock under such  Corporate  Event
be entitled to receive  upon the exercise of his Option the same number and kind
of shares of stock or the same  amount of  property,  cash or  securities  as he
would have been entitled to receive upon the  occurrence  of any such  Corporate
Event as if he had been,  immediately  prior to such  event,  the  holder of the
number of Common  Stock  covered  by his  Option,  provided,  however,  that the
Committee  may,  in its  discretion,  (i)  accelerate  the  exercisabilility  of
outstanding  Options,  and  shorten the term  thereof,  to any date prior to the
occurrence of such  Corporate  Event,  or (ii) provide for the  cancellation  of
outstanding  Options in exchange  for cash equal to the  aggregate  in-the-money
value of such Options at the time of such Corporate  Event, as determined in its
discretion.
<PAGE>

      (b) Any adjustment  under this Section 7 in the number of shares of Common
Stock subject to Options  shall apply  proportionately  to only the  unexercised
portion of any Option  granted  hereunder.  If fractions of a share would result
from any such  adjustment,  the  adjustment  shall be  revised to the next lower
whole number of shares.

      8.   Termination, Modification and Amendment.

      (a) The Plan (but not  Options  previously  granted  under the Plan) shall
terminate  ten  (10)  years  from  the  date of its  adoption  by the  Board  of
Directors, and no Option shall be granted after termination of the Plan.

      (b) The Plan may at any  time be  terminated  or,  from  time to time,  be
modified or amended by the Board of Directors; provided, however, that the Board
of Directors shall not,  without approval by the affirmative vote of the holders
of a  majority  of the shares of the  capital  stock of the  Company  present in
person or by proxy and  entitled  to vote at a meeting  duly held in  accordance
with  Delaware  law, (i) increase  (except as provided by Section 7) the maximum
number of shares of Common  Stock as to which  Options may be granted  under the
Plan,  (ii) reduce the minimum  purchase  price at which  Options may be granted
under the Plan,  (ii) reduce the minimum  purchase price at which Options may be
granted under the Plan, or (iii) change the class of persons eligible to receive
Options under the Plan.

      (c) No termination, modification or amendment of the plan adversely affect
the  rights  conferred  by any  Options  without  the  consent  of the  affected
Optionee.

      9.   Effectiveness of the Plan.

      The Plan shall become effective upon adoption by the Board of Directors of
the Company, subject to the approval by the shareholders of the Company. Options
may be granted under the Plan prior to receipt of such approval,  provided that,
in the event such  approval is not  obtained,  the Plan and all Options  granted
under the Plan shall be null and void and of no force and effect.

      10.  Not a Contract of Employment.

      Nothing  contained in this Plan or in any stock option agreement  executed
pursuant  hereto shall be deemed to confer upon any Optionee any right to remain
in the employ of the Company or any Subsidiary.

      11.  Governing Law.

      The Plan shall be governed  by the laws of the State of  Delaware  without
reference to principles of conflict of laws thereof



<PAGE>



      12.  Withholding.

      As a condition to the exercise of any Option,  the  Committee  may require
that an  Optionee  satisfy,  through  withholding  from  other  compensation  or
otherwise,  the full amount of federal, state and local income taxes required to
be withheld in connection with such exercise.



<PAGE>


                                                                     Exhibit 5




                                 PIPER & MARBURY
                                     L.L.P.
                           1251 Avenue of the Americas
                               NEW YORK, NEW YORK
                                  10020-1104                     WASHINGTON
                                 212-835-6000                    NEW YORK
                             FAX: 212-835-6001                   PHILADELPHIA
                                                                 EASTON

                                February 25, 1998



Treasury International, Inc.
1183 Finch Avenue West, Suite 508
North York, Ontario, Canada M3J 2G2

Gentlemen:

      We have acted as  counsel  to  Treasury  International,  Inc.,  a Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities Act of 1933, as amended,  of 10,000,000  shares of common stock,  par
value $.0001 per share, of the Company (the "Shares") pursuant to a Registration
Statement on Form S-8 of the Company (the "Registration  Statement") to be filed
with the Securities and Exchange Commission (the  "Commission").  The Shares (i)
have been or may be offered for  purchase  and issued  pursuant to the  Treasury
International,  Inc.  1995 Stock  Option Plan (the  "Plan") and (ii) once issued
pursuant to options granted under the Plan to certain selling  stockholders  may
be  reoffered  and resold by such  selling  stockholders.  This opinion is being
provided  at your  request in  connection  with the  filing of the  Registration
Statement.  Capitalized  terms used but not otherwise  defined herein shall have
the meanings ascribed thereto in the Registration Statement.

      In this capacity, we have examined the Registration  Statement,  the Plan,
the Articles of Incorporation and By-Laws of the Company, the proceedings of the
Board of Directors of the Company relating to the  authorization of the issuance
of the Shares, and such other statutes, certificates,  instruments and documents
relating  to the  Company  and  matters  of law as we have  deemed  relevant  or
necessary  to the  opinion  as set forth  below.  In such  examination,  we have
assumed, without independent  investigation,  the genuineness of all signatures,
the legal  capacity of all  individuals  who have  executed any of the aforesaid
documents,  the authenticity of all documents submitted to us as originals,  the

<PAGE>

conformity  with  originals of all documents  submitted to us as copies (and the
authenticity of the originals of such copies),  and all public records  reviewed
are accurate and complete. As to factual matters, we have relied on an officer's
certificate and have not independently verified the matters stated therein.

      Based upon the foregoing, we are of the opinion and so advise you that the
Shares,  when issued,  sold and delivered upon the exercise of any or all of the
options in the manner described in the prospectus  included in the Registrations
Statement are, or when issued and delivered as contemplated in the  Registration
Statement and in accordance with the Plan,  will be, validly issued,  fully-paid
and non-assessable.

      The opinion  expressed in this letter is solely for the use of the Company
in connection with the Registration Statement. This opinion may not be relied on
by any other  person  or in any  other  connection  without  our  prior  written
approval other than the Company's transfer agent in connection with the issuance
of the shares  upon  exercise  of options  granted  under the Plan.  The opinion
expressed  in this  letter is limited to the matters  set forth  herein,  and no
other opinion should be inferred beyond the matters expressly stated.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement. In giving this consent, the firm does not admit that it
comes within the category of persons whose  consent is required  under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.

                                          Very truly yours,





<PAGE>


                                                  Exhibit 23.2


      Bromberg & Associate
      Chartered Accountants


      The Board of Directors
      Treasury International, Inc.:

      We consent to the use of our report  incorporated  herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.


                                    Bromberg & Associates

      Downsviw, Ontario
      February 16, 1998
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 34606}]
{"company-data": {"conformed-name": "TREASURY INTERNATIONAL INC", "cik": "0001003007", "assigned-sic": "5122", "irs-number": "980160284", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46859", "film-number": "98549117"}, "business-address": {"street1": "1183 FINCH AVENUE WEST", "street2": "MISSISSAUGA", "city": "DOWNSVIEW ONTARIO CN", "state": "A6", "zip": "00000", "phone": "4166630668"}, "mail-address": {"street1": "1183 FINCH AVENUE WEST", "street2": "MISSISSAUGA", "city": "DOWNSVIEW ONTARIO CN", "state": "A6", "zip": "00000"}}
As filed with the Securities and Exchange Commission on
                                February 25, 1998
===================================================================

                                     Registration No: 333-_________
===================================================================
                SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                ---------------

                          TREASURY INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)
                              ---------------

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

                          Treasury International, Inc.

           1183 Finch Avenue West, North York, Ontario M3J 2G2
             (Address of Principal Executive Offices)
                               ---------------

        Treasury International, Inc. 1995 Stock Option Plan
                            (Full Title of the Plan)
                               ---------------

                                    James Hal
                                    President
                          Treasury International, Inc.
                             1183 Finch Avenue West
                           North York, Ontario M3J 2G2
                                     Canada
                                  (914) 666-3200
     (Name, Address, Including Zip Code, and Telephone Number,
            Including Area Code, of Agents for Service)
                               ---------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------
                                Proposed    Proposed
    Title of       Amount to     Maximum     Maximum     Amount of
   Securities         be        Offering    Aggregate   Registration
to be Registered  Registered      Price     Offering      Fee(2)
                      (1)          Per       Price(2)
                                Share(2)
---------------------------------------------------------------------
---------------------------------------------------------------------
  Common Stock    10,000,000      $.02       $200,000       $60
---------------------------------------------------------------------

(1) Represents  shares of Common Stock  issuable to pursuant to options  granted
    under the  Treasury  International,  Inc.  1995  Stock  Option  Plan,  which
    issuance  is to  occur  from  time to time  after  the  time of  filing  and
    effectiveness  of this  Registration  Statement  on Form S-8.  In  addition,
    pursuant  to  Rule  416(c),  this  Registration  Statement  also  covers  an
    indeterminate  amount of  Option  as may  become  issuable  pursuant  to the
    provisions  of the  Treasury  International,  Inc.  1995 Stock  Option  Plan
    described herein pursuant to the anti-dilution provisions thereof.

(2) Pursuant to Rule 457(c),  the  proposed  maximum  offering  price per share,
    proposed maximum aggregate offering price and amount of registration fee are
    based upon the basis of the bid and asked price within a five  business days
    prior to the date of the filing.

===============================================================================
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      The following documents have been filed by the Company with the Commission
and are incorporated herein by reference:

      (a)  Annual  Report on Form  10-KSB for the fiscal  year
ended January 31, 1997;

      (b)  Quarterly  Reports on Form  10-QSB for the  quarters  ended April 30,
1997, July 31, 1997 and October 31, 1997; and

      (c)  the  description  of the  Company's  Common  Stock  contained  in its
Registration  Statement on Form 10-SB, as amended,  originally  filed on October
21, 1996,  and including any amendment or report  heretofore or hereafter  filed
for the  purpose of updating  the  description  of the  Company's  Common  Stock
contained therein.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") subsequent
to the  date of  this  registration  statement  and  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities  remaining unsold shall be deemed to be
incorporated by reference into this  registration  statement (the  "Registration
Statement")  and to be a part hereof from the date of filing of such  documents.
Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  The
documents  required to be so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4.    Description of Securities.

      Not required.

Item 5.    Interests of Named Experts and Counsel.

      No expert or counsel was hired on a  contingent  basis,  will  receive any
direct or indirect  interest  in the  Company,  or was a promoter,  underwriter,
voting trustee, director, officer or employee of the Company.
Item 6.    Indemnification of Directors and Officers.

      The Company is required by its By-Laws and Certificate of Incorporation to
indemnify,  to the fullest extent permitted by law, each person that the Company
is  permitted  to  indemnify.   The  Company's   Certificate  of   Incorporation
specifically  requires  indemnification  of such  parties to the fullest  extent
permitted by Sections 102(b)(7) and 145 of the Delaware General Corporation Law.

      Section 102(b)(7) of the Delaware General Corporation Law generally allows
the Company to indemnify its  directors  except in the event of: (1) a breach of
the duty of loyalty to the Company or its  stockholders;  (2) an act or omission
that involves  intentional  misconduct or a knowing  violation of the law and an
act or omission not in good faith;  (3)  liability  arising under Section 174 of
the  Delaware  General  Corporation  Law relating to unlawful  stock  purchases,
redemptions,  or  payment  of  dividends;  or (4) a  transaction  in  which  the
potential indemnitee received an improper personal benefit.

      Section 145 of the Delaware General Corporation Law permits the Company to
indemnify  its  directors,  officers,  employees  or  agents  against  expenses,
including  attorney's  fees,  judgments,  fines and amounts paid in  settlements
actually and reasonably incurred in relation to any action,  suit, or proceeding
brought by third parties because they are or were directors, officers, employees
or agents of the  Company.  In order to be  eligible  for such  indemnification,
however, the directors,  officers,  employees or agents of the Company must have
acted in good faith and in a manner  they  reasonably  believed to be in, or not
opposed to, the best interests of the Company. In addition,  with respect to any
criminal  action or proceeding,  the officer,  director,  employee or agent must
have had no reason to believe that the conduct in question was unlawful.

      In  derivative  actions,  the Company  may only  indemnify  its  officers,
directors,  employees  and  agents  against  expenses  actually  and  reasonably
incurred in connection  with the defense or  settlement  of a suit,  and only if
they acted in good faith and in a manner they  reasonably  believed to be in, or
not  opposed  to, the best  interests  of the  Company.  Indemnification  is not
permitted in the event that the director, officer, employee or agent is actually
adjudged liable to the Company unless, and only to the extent that, the court in
which the action was brought so determines.

Item 7.    Exemption From Registration Claimed.

      Not applicable.
Item 8     Exhibits.

      Exhibit
      Number    Description

      4         Treasury International 1995 Stock Option Plan

      5         Opinion of Piper & Marbury L.L.P.

      23.1      Consent of Piper & Marbury  L.L.P.  (contained
                in Exhibit 5).

      23.2      Consent of Bromberg & Associates

Item 9.    Undertakings.

(a)   The undersigned registrant hereby undertakes to:

           (1) file,  during any period in which offers or sales are being made,
      a post-effective amendment to this registration statement to:

                (i)  include      any     prospectus
           required    by   section    10(a)(3)   of
           Securities  Act of 1933,  as amended (the
           "Securities Act");

                (ii) reflect in the prospectus any facts or events arising after
           the effective date of this registration statement (or the most recent
           post-effective  amendment  thereof)  which,  individually  or in  the
           aggregate,  represent a  fundamental  change in the  information  set
           forth in this registration statement.  Notwithstanding the foregoing,
           any  increase  or decrease  in volume of  securities  offered (if the
           total dollar value of securities  offered would not exceed that which
           was  registered)  and any  deviation  from the high or low end of the
           estimated  maximum  offering  range may be  reflected  in the form of
           prospectus  filed with the Commission  pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           20 percent change in the maximum  aggregate  offering price set forth
           in the  "Calculation  of  Registration  Fee"  table in the  effective
           Registration Statement; and

                (iii) include any additional or changed material  information on
           the plan of distribution not previously disclosed in the registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement.
PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
      the information  required to be included in a post-effective  amendment by
      those  paragraphs  is contained in periodic  reports  filed by the Company
      pursuant to Section 13 or Section  15(d) of the  Exchange Act of 1934 that
      are incorporated by reference in the Registration Statement.

           (2) for the purpose of determining any liability under the Securities
      Act,  treat  each  such  post-effective  amendment  as a new  registration
      statement of the securities offered, and the offering of the securities at
      that time to be the initial bona fide offering.

           (3) file a post-effective  amendment to remove from  registration any
      of the securities that remain unsold at the termination of the offering.

(b)   The undersigned  registrant  hereby undertakes that, for
      purposes  of   determining   any  liability   under  the
      Securities Act, each filing of the  registrant's  annual
      report  pursuant  to section  13(a) or section  15(d) of
      the Exchange Act (and, where applicable,  each filing of
      an employee  benefit  plan's annual  report  pursuant to
      section 15(d) of the Exchange Act) that is  incorporated
      by  reference  in the  Registration  Statement  shall be
      deemed to be a new  registration  statement  relating to
      the  securities  offered  therein,  and the  offering of
      such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

(c)   Insofar  as  indemnification   for  liabilities  arising
      under the  Securities Act may be permitted to directors,
      officers and  controlling  persons of the small business
      issuer   pursuant  to  the  foregoing   provisions,   or
      otherwise,  the small  business  issuer has been advised
      that   in   the   opinion   of   the   Commission   such
      indemnification  is against  public  policy as expressed
      in   the    Securities    Act   and    is,    therefore,
      unenforceable.   In  the   event   that  a   claim   for
      indemnification  against  such  liabilities  (other than
      the  payment by the small  business  issuer of  expenses
      incurred or paid by a director,  officer or  controlling
      person of the small  business  issuer in the  successful
      defense of any action,  suit or  proceeding) is asserted
      by such  director,  officer  or  controlling  person  in
      connection  with the securities  being  registered,  the
      small  business  issuer  will,  unless in the opinion of
      its counsel the matter has been  settled by  controlling
      precedent,    submit   to   a   court   of   appropriate
      jurisdiction the question  whether such  indemnification
      by it is  against  public  policy  as  expressed  in the
      Securities  Act  and  will  be  governed  by  the  final
      adjudication of such issue.
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of North York,  Ontario,  on this 24th day of February,
1998.

                          TREASURY INTERNATIONAL, INC.

                         By: /S/ James Hal
                          James Halioua a/k/a James Hal
                          President and Chief Executive Officer

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

/s/ James Hal              President and Chief Executive   February 24, 1998
James Hal                 Officer and Director

/s/ Howard Halpern        Chief Financial Officer         February 24, 1998
Howard Halpern

/s/ Mark Halioua          Director                        February 24, 1998
Mark Halioua

/s/ Robert Abourmad       Director                        February 24, 1998
Robert Abourmad
EXHIBIT INDEX

      Exhibit
      Number    Description

      4         Treasury  International, Inc. 1995  Stock  Option Plan

      5         Opinion of Piper & Marbury L.L.P.(contains Consent of Counsel).

      23.1      Consent of Piper & Marbury  L.L.P. (contained in Exhibit 5).

      23.2      Consent of Bromberg & Associates
Exhibit 4

                          TREASURY INTERNATIONAL, INC.
                             a Delaware Corporation
                              (the "Company")

                             1995 STOCK OPTION PLAN

(As  adopted by the Board of  Directors  and  Shareholders  on
the 18th day of August 1995)

      1.   Purposes

           The  Company's  1995 Stock  Option  Plan (the  "Plan") is intended to
attract and retain the best  available  personnel for  positions of  substantial
responsibility  with the Company and its  subsidiaries,  if any,  and to provide
additional  incentive to such persons to exert their maximum  efforts toward the
success of the Company. The Plan is also intended to provide and encourage stock
ownership by officers,  directors,  employees and consultants of the Company and
to afford such persons the right to increase their  proprietary  interest in the
Company.  The above aims will be  effectuated  through  the  granting of certain
options  ("Options") to purchase shares of the Company's common stock, par value
$.0001 per share (the  "Common  Stock").  Under the Plan,  the Company may grant
"incentive  stock  options"  ("ISOs")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or Options which are not
intended to be ISOs ("Non-Qualified Options").

      2.   Administration of the Plan.

      The Plan shall be administered by a committee (the "Committee") consisting
of at least one (1) person,  appointed  by the Board of Directors of the Company
(the "Board of Directors").  Within the limits of the express  provisions of the
Plan, the Committee  shall have the authority,  in its  discretion,  to take the
following actions under the Plan:

      (a) to determine the  individuals to whom, and the time or times at which,
Options shall be granted,  the number of shares of Common Stock to be subject to
each of the Options  and whether  such  Options  shall be ISOs or  Non-Qualified
Options,

      (b)  to interpret the Plan;

      (c)  to   prescribe,   amend  and   rescind   rules  and
regulations relating to the Plans;

      (d) to determine the terms and provisions of the  respective  stock option
agreements  granting  Options,  including  the date or dates upon which  Options
shall become exercisable, which terms need not be identical;

      (e)  to  accelerate  the  vesting  of  any   outstanding
Options; and

      (f) to make all other  determinations and take all other actions necessary
or advisable for the administration of the Plan.
In making such  determinations,  the  Committee  may take into account the
nature of the services rendered by such  individuals,  and such other factors as
the Committee, in its discretion,  shall deem relevant. An individual to whom an
Option has been granted  under the Plan is referred to herein as an  "Optionee".
The  Committee's  determinations  on the matters  referred to in this  Section 2
shall be conclusive.

      3.   Shares Subject to the Plan.

      (a) The total  number of shares of Common  Stock for which  Options may be
granted under the Plan shall be 10,000,000.

      (b) The Company shall at all times while the Plan is in force reserve such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements  of  outstanding  Options.  The shares of Common Stock to be issued
upon exercise of Options shall be authorized  and unissued or reacquired  shares
of Common Stock.

      (c) The shares of Common Stock relating to the unexercised  portion of any
expired,  terminated  or canceled  Option shall  thereafter be available for the
grant of new Options under the Plan.

      4.   Eligibility.

      (a) Options may be granted under the Plan only to directors, employees and
consultants of the Company or any "subsidiary corporation" of the Company within
the meaning of Section 424 (f) of the Code (a "Subsidiary").  The term "Company"
when used in the context of an Optionee's employment, shall be deemed to include
the Company and its Subsidiaries.

      (b) Nothing contained in the Plan shall be construed to limit the right of
the  Company to grant  stock  options  otherwise  than under the Plan for proper
corporate purposes.

      5.   Terms of Options.

      The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:

      (a) The  purchase  price of the  shares of Common  Stock  subject  to each
Option  shall be fixed by the  Committee,  in its  discretion,  at the time such
Option is granted; provided, however, that in no event shall such purchase price
be less than the Fair Market Value (as defined in paragraph  (g) of this Section
5) of the shares of Common Stock as of the date such Option is granted.

      (b) The  dates  on  which  each  Option  (or  portion  thereof)  shall  be
exercisable shall be fixed by the Committee, in its discretion, at the time such
Option is granted.
(c) The expiration of each Option shall be fixed by the Committee,  in its
discretion,  at the time such  Option is  granted;  provided,  however,  that no
Option shall be exercisable after the expiration of ten (10) years from the date
of its  grant  and each  Option  shall be  subject  to  earlier  termination  as
determined  by the  Committee,  in its  discretion,  at the time such  Option is
granted.

      (d)  Options  shall be  exercised  by the  delivery  to the Company at its
principal office or at such other address as may be established by the Committee
(Attention:  Corporate  Secretary) of written  notice of the number of shares of
Common Stock with respect to which the Option is being exercised  accompanied by
payment  in  full  of the  purchase  price  of  such  shares.  Unless  otherwise
determined by the Committee at the time of grant, payment for such shares may be
made (i) in cash, (ii) by certified check or bank cashier's check payable to the
order of the Company of shares of Common  Stock having a Fair Market Value equal
to such  purchase  price,  (iii) by  delivery to the Company of shares of Common
Stock  having a Fair Market  Value  equal to such  purchase  price,  (iv) at the
discretion of the Committee,  by simultaneously  exercising  Options and selling
the shares of Common Stock acquired thereby,  pursuant to a brokerage or similar
arrangement approved by the Committee, and using the proceeds as payment of such
purchase price, or (v) by any combination of the methods of payment described in
(i) through (iv) above.

      (e) An Optionee shall not have any of the rights of a holder of the Common
Stock with respect to the shares of Common Stock subject to an Option until such
shares are issued to such Optionee upon the exercise of such Option.

      (f) An  option  shall not be  transferable,  except by will or the laws of
descent  and  distribution,  and  during the  lifetime  of an  Optionee,  may be
exercised  only by the  Optionee.  No Option  granted  under  the Plan  shall be
subject to execution, attachment or other process.

      For the purposes of the Plan, the Fair Market Value of the Common Stock as
of any date shall be as determined by the Committee and such determination shall
be binding upon the company and upon the  Optionee.  The Committee may make such
determination  (i) if the Common  Stock is not then  listed  and  traded  upon a
recognized  securities exchange,  upon the basis of the mean between the bid and
asked  quotations  on the  relevant  date (as  reported  by a  recognized  stock
quotation  service)  or, if there are no such bid and  asked  quotations  on the
relevant  date,  then  upon  the  basis of the mean  between  the bid and  asked
quotations  on the date  nearest  the  relevant  date or (ii) in case the Common
Stock is quoted on the National  Association  of  Securities  Dealers  Automated
Quotation  System National Market System  ("NASDAQNMS") or listed on one or more
national securities  exchanges,  the Fair Market Value of the Common Stock as of
any date shall be deemed to be the mean  between  the  highest  and lowest  sale
prices of the Common Stock reported on the NASDAQ-NMS or the principal  national
securities  exchange  on which  the  Common  Stock is listed  and  traded on the
immediately  preceding  date, or, if there is no such sale on that date, then on
the last preceding date, on which such a sale was reported.

      6.   Special Provisions Applicable to ISOs.

      The following special provisions shall be applicable to ISOs granted under
the Plan.

      (a) No ISOs shall be granted  under the Plan after ten (10) years from the
earlier  of (i) the  date  the  Plan is  adopted,  or (ii)  the date the Plan is
approved by the Company's shareholders as provided in Section 10 hereof.

      (b) If an ISO is granted to a person who owns stock  possessing  more than
10% of the total  combined  voting power of all classes of stock of the Company,
the  purchase  price of the shares  subject to the Option shall not be less than
110% of the Fair  Market  Value of such  shares  as of the date  such  Option is
granted.

      (c) If the aggregate Fair Market Value of the Common Stock with respect to
which ISOs are  exercisable for the first time by any Optionee during a calendar
year exceeds $100,000, such ISOs shall be treated, to the extent of such excess,
as  Non-Qualified  Options.  For purposes of the  preceding  sentence,  the Fair
Market  Value  of the  Common  Stock  shall be  determined  at the time the ISOs
covering such shares were granted.

      7.   Adjustment upon Changes in Capitalization.

      (a) In the event that the outstanding  shares of Common Shares are changed
by reason of  reorganization,  reclassification,  stock  split,  combination  or
exchange of shares and the like, or dividends payable in shares of Common Stock,
an appropriate adjustment shall be made by the Committee in the aggregate number
of shares of Common Stock  available  under the Plan and in the number of shares
of Common  Stock and price per  share of Common  Stock  subject  to  outstanding
Options. If the Company shall be sold, reorganized, consolidated, taken private,
or merged,  with  another  corporation,  or if all or  substantially  all of the
assets of the Company  shall be sold or  exchanged  (a  "Corporate  Event"),  an
Optionee shall at the time of issuance of the stock under such  Corporate  Event
be entitled to receive  upon the exercise of his Option the same number and kind
of shares of stock or the same  amount of  property,  cash or  securities  as he
would have been entitled to receive upon the  occurrence  of any such  Corporate
Event as if he had been,  immediately  prior to such  event,  the  holder of the
number of Common  Stock  covered  by his  Option,  provided,  however,  that the
Committee  may,  in its  discretion,  (i)  accelerate  the  exercisabilility  of
outstanding  Options,  and  shorten the term  thereof,  to any date prior to the
occurrence of such  Corporate  Event,  or (ii) provide for the  cancellation  of
outstanding  Options in exchange  for cash equal to the  aggregate  in-the-money
value of such Options at the time of such Corporate  Event, as determined in its
discretion.
(b) Any adjustment  under this Section 7 in the number of shares of Common
Stock subject to Options  shall apply  proportionately  to only the  unexercised
portion of any Option  granted  hereunder.  If fractions of a share would result
from any such  adjustment,  the  adjustment  shall be  revised to the next lower
whole number of shares.

      8.   Termination, Modification and Amendment.

      (a) The Plan (but not  Options  previously  granted  under the Plan) shall
terminate  ten  (10)  years  from  the  date of its  adoption  by the  Board  of
Directors, and no Option shall be granted after termination of the Plan.

      (b) The Plan may at any  time be  terminated  or,  from  time to time,  be
modified or amended by the Board of Directors; provided, however, that the Board
of Directors shall not,  without approval by the affirmative vote of the holders
of a  majority  of the shares of the  capital  stock of the  Company  present in
person or by proxy and  entitled  to vote at a meeting  duly held in  accordance
with  Delaware  law, (i) increase  (except as provided by Section 7) the maximum
number of shares of Common  Stock as to which  Options may be granted  under the
Plan,  (ii) reduce the minimum  purchase  price at which  Options may be granted
under the Plan,  (ii) reduce the minimum  purchase price at which Options may be
granted under the Plan, or (iii) change the class of persons eligible to receive
Options under the Plan.

      (c) No termination, modification or amendment of the plan adversely affect
the  rights  conferred  by any  Options  without  the  consent  of the  affected
Optionee.

      9.   Effectiveness of the Plan.

      The Plan shall become effective upon adoption by the Board of Directors of
the Company, subject to the approval by the shareholders of the Company. Options
may be granted under the Plan prior to receipt of such approval,  provided that,
in the event such  approval is not  obtained,  the Plan and all Options  granted
under the Plan shall be null and void and of no force and effect.

      10.  Not a Contract of Employment.

      Nothing  contained in this Plan or in any stock option agreement  executed
pursuant  hereto shall be deemed to confer upon any Optionee any right to remain
in the employ of the Company or any Subsidiary.

      11.  Governing Law.

      The Plan shall be governed  by the laws of the State of  Delaware  without
reference to principles of conflict of laws thereof
12.  Withholding.

      As a condition to the exercise of any Option,  the  Committee  may require
that an  Optionee  satisfy,  through  withholding  from  other  compensation  or
otherwise,  the full amount of federal, state and local income taxes required to
be withheld in connection with such exercise.
Exhibit 5

                                 PIPER & MARBURY
                                     L.L.P.
                           1251 Avenue of the Americas
                               NEW YORK, NEW YORK
                                  10020-1104                     WASHINGTON
                                 212-835-6000                    NEW YORK
                             FAX: 212-835-6001                   PHILADELPHIA
                                                                 EASTON

                                February 25, 1998

Treasury International, Inc.
1183 Finch Avenue West, Suite 508
North York, Ontario, Canada M3J 2G2

Gentlemen:

      We have acted as  counsel  to  Treasury  International,  Inc.,  a Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities Act of 1933, as amended,  of 10,000,000  shares of common stock,  par
value $.0001 per share, of the Company (the "Shares") pursuant to a Registration
Statement on Form S-8 of the Company (the "Registration  Statement") to be filed
with the Securities and Exchange Commission (the  "Commission").  The Shares (i)
have been or may be offered for  purchase  and issued  pursuant to the  Treasury
International,  Inc.  1995 Stock  Option Plan (the  "Plan") and (ii) once issued
pursuant to options granted under the Plan to certain selling  stockholders  may
be  reoffered  and resold by such  selling  stockholders.  This opinion is being
provided  at your  request in  connection  with the  filing of the  Registration
Statement.  Capitalized  terms used but not otherwise  defined herein shall have
the meanings ascribed thereto in the Registration Statement.

      In this capacity, we have examined the Registration  Statement,  the Plan,
the Articles of Incorporation and By-Laws of the Company, the proceedings of the
Board of Directors of the Company relating to the  authorization of the issuance
of the Shares, and such other statutes, certificates,  instruments and documents
relating  to the  Company  and  matters  of law as we have  deemed  relevant  or
necessary  to the  opinion  as set forth  below.  In such  examination,  we have
assumed, without independent  investigation,  the genuineness of all signatures,
the legal  capacity of all  individuals  who have  executed any of the aforesaid
documents,  the authenticity of all documents submitted to us as originals,  the
conformity  with  originals of all documents  submitted to us as copies (and the
authenticity of the originals of such copies),  and all public records  reviewed
are accurate and complete. As to factual matters, we have relied on an officer's
certificate and have not independently verified the matters stated therein.

      Based upon the foregoing, we are of the opinion and so advise you that the
Shares,  when issued,  sold and delivered upon the exercise of any or all of the
options in the manner described in the prospectus  included in the Registrations
Statement are, or when issued and delivered as contemplated in the  Registration
Statement and in accordance with the Plan,  will be, validly issued,  fully-paid
and non-assessable.

      The opinion  expressed in this letter is solely for the use of the Company
in connection with the Registration Statement. This opinion may not be relied on
by any other  person  or in any  other  connection  without  our  prior  written
approval other than the Company's transfer agent in connection with the issuance
of the shares  upon  exercise  of options  granted  under the Plan.  The opinion
expressed  in this  letter is limited to the matters  set forth  herein,  and no
other opinion should be inferred beyond the matters expressly stated.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement. In giving this consent, the firm does not admit that it
comes within the category of persons whose  consent is required  under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.

                                          Very truly yours,
Exhibit 23.2

      Bromberg & Associate
      Chartered Accountants

      The Board of Directors
      Treasury International, Inc.:

      We consent to the use of our report  incorporated  herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.

                                    Bromberg & Associates

      Downsviw, Ontario
      February 16, 1998