TREASURY INTERNATIONAL INC
8-K, 1999-05-27
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                December 1, 1998



                          Treasury International, Inc.
             (Exact name of registrant as specified in its charter)




        Delaware                0-28514                 98-0160284
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)




                             1183 Finch Avenue West
                         Downsview, Ontario, Canada M3J2G2
               (Address of principal executive offices) (Zip Code)



                                 (416) 663-0668
                         (Registrant's telephone number)


<PAGE>



Item 2.         Acquisition or Disposition of Assets.


      On  December  1,  1998,  Treasury  International,   Inc.  (the  "Company")
consummated  the sale of 100% of the stock of its indirect  subsidiary Mega Blow
Moulding  Limited  ("Mega  Blow"),  a company  engaged  in the  manufacture  and
marketing of custom  plastic  containers,  to 1299004  Ontario  Corporation,  an
Ontario  corporation  ("Ontario").  Pursuant to the terms of that certain  Stock
Purchase  Agreement  dated  August 11, 1998 and  amendment  thereto  dated as of
September 30, the purchase price was  $5,100,000,  of which $250,000 was paid in
cash,  $850,000  shall be paid directly to Mega Blow's bank to repay Mega Blow's
indebtedness   and  the  remaining   $4,000,000  is  evidenced  by  Ontario's  a
non-interest bearing, 190-day promissory note.

Item 7.         Financial Statements and Exhibits.

      Exhibits

           2.  Stock  Purchase  Agreement  (incorporated  by  reference  to  the
Company's Proxy Statement  pursuant to Section 14(A) of the Securities  Exchange
Act of 1934  (Amendment  No.  3),  as filed  with the  Securities  and  Exchange
Commission on November 18, 1998.

                                      -2-
<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:  February 11, 1999      TREASURY INTERNATIONAL, INC.



                              By:      /s/ James Hal
                                    --------------------------------
                                    James Hal
                                    President and Chief Executive Officer





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