SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                   For the Fiscal Year Ended December 31, 1998

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

        For the transition period from ______________ to _______________.

                          Commission File No. 2-96366-A

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
               --------------------------------------------------
                (Name of registrant as specified in its charter)

             Florida                                      59-2483405
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

       2300 Glades Road, Suite 450, West Tower, Boca Raton, Florida 33431
       ------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code:  (561) 750-7200

Securities Registered Pursuant to Section 12(b) of the Act:

          Title of Each Class          Name of Each Exchange on Which Registered
          -------------------          -----------------------------------------
                None                                      None

Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          ------------------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 ninety (90) days. Yes No X

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]

     28,990,756  shares of common stock of the Registrant were outstanding as of
April 10, 2000. As of such date,  the  aggregate  market value of the voting and
non-voting common equity held by  non-affiliates,  based on the closing price on
the Nasdaq SmallCap Market, was approximately $12,559,293.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                        -------

PART I

         ITEM 1.  BUSINESS...............................................   1
         ITEM 2.  PROPERTIES.............................................   2
         ITEM 3.  LEGAL PROCEEDINGS .....................................   3
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS....................................   4

PART II

         ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
                  AND RELATED STOCKHOLDER MATTERS........................   4
         ITEM 6.  SELECTED FINANCIAL DATA................................   5
         ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATIONS..........................................   6
         ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK......................................   8
         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............   8
         ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH
                  ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE...................................   8

PART III

         ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
                  REGISTRANT.............................................   8
         ITEM 11. EXECUTIVE
                  COMPENSATION...........................................   9
         ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT..................................  10
         ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS...........................................  12

PART IV

         ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                  REPORTS ON FORM 8-K....................................  13

SIGNATURES...............................................................  14

<PAGE>

                                     PART I

     This Form 10-K contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the  forward-looking  statements.  Certain factors that might
cause such a difference are discussed in the section  entitled  "Certain Factors
Affecting Future Operating Results" beginning on page 8 of this Form 10-K.

ITEM 1.  BUSINESS

     Incorporated  in  Florida  on  January  16,  1985,  Treasure  and  Exhibits
International,  Inc. (the "Company"),  formerly  Vanderbilt Square  Corporation,
originally  engaged in the business of equipment rental through our wholly owned
subsidiary  Hi-Tech  Leasing,  Inc.  At that  time we also  provided  management
services  to  Corrections  Services,  Inc.  ("CSI").  In July 1997,  we sold our
subsidiary  to CSI  and  received  2,000,000  shares  of CSI  stock  which  were
subsequently  distributed to Company  shareholders  as dividends.  Thereafter we
entered  a  letter  of  intent  to  acquire  an  affiliated  company,  Michael's
International Treasure Jewelry, Inc. ("Michaels"); and the Company and Michaels,
as  co-lessees,  entered a lease  purchase  agreement  with  Seahawk  Deep Ocean
Technology,  Inc. (and its partners,  collectively "Seahawk") to acquire certain
Treasure and artifacts (the "Artifacts") known as the Dry Tortugas Treasure.  As
a  compliment  to the  proposed  Michaels  acquisition,  on March 19,  1998,  we
exercised  our option to purchase the Artifacts for $682,500 in cash, a $200,000
promissory note, and the issuance of 9,500,000 shares of our common stock,  with
certain put options attached.  We borrowed the cash portion of this transaction,
as well as the funds to pay off the  $200,000  note,  from our  affiliate  First
Capital  Services,  Inc.  ("First  Capital").  After  completing  a lengthy  due
diligence process,  and the determination that Michaels' operations could not be
audited, we abandoned the Michaels acquisition.  On December 31, 1998, we sold a
portion of the Artifacts to an unrelated third party purchaser in exchange for a
$750,000 note receivable.  Simultaneously,  the purchaser  entered into a credit
arrangement  with First  Capital,  who paid the Company the  $750,000 and took a
security  interest in those pieces of the  Artifacts  purchased.  The  purchaser
subsequently  defaulted  on its  loan  obligation  to  First  Capital,  who then
accepted the pledged Artifacts in lieu of foreclosure.

     On October 30, 1998,  we executed a lease  purchase  agreement for a casino
cruise ship which  provided  for  monthly  lease  payments  of $80,000,  payable
quarterly in advance.  We funded this venture with  additional  borrowings  from
First Capital and another affiliated company, First Consolidated Financial Corp.
("First   Consolidated").   To  coincide  with  our  projected  floating  casino
operations, on December 29, 1998 we acquired approximately 200 gambling machines
from American  Consolidated  Amusement,  Inc.,  along with a related 4000 square
foot leasehold  interest in Sunny Isles Beach,  Florida,  in  consideration  for
1,500,000 shares of the Company's common stock and assumption of a $750,000 note
owed to First Capital,  which was secured by a pledge of the gambling  machines.
The casino  cruise ship  launched  its maiden  voyage in January 1999 wherein we
discovered  certain  structural  and/or  operational  defects.  We ceased  lease
payments for the ship and the lessor took  possession  thereof.  We operated the
adult gaming facility for a short time; and thereafter  closed the facility upon
determining that the business was not viable.

     By December 1999 we had defaulted on our master loan  agreement  with First
Capital whereby we had acquired funds to purchase the Artifacts and casino ship,
as well as the  $750,000  note to First  Capital.  At the close of  business  of
December 31, 1999, First Capital  accepted the remaining  Artifacts and gambling
machines and related  assets as  settlement of amounts due under both the master
loan agreement and the $750,000 note.

     In  January  2000,  we entered  into a letter of intent to acquire  100% of
Union IPO  Corporation  ("Union  IPO"),  a Nevada  corporation  in exchange  for
15,000,000 shares of the Company's common stock. Union IPO is an investment firm
targeting labor resources and union based venture  capital,  and promoting union
friendly technology companies.  In connection with the Union IPO acquisition,  a
majority of our shareholders  have approved a name change to Union IPO, Inc. and
an increase in the number of authorized shares from 50,000,000 to 100,000,000.

     We expect  that from time to time in the future we will have  opportunities
to invest or  participate  in ventures  outside of, but  connected  to, our core
businesses.  We will  evaluate  any such  opportunities  and,  where we deem the
potential of such  opportunities to merit  participation  or investment,  we may
enter into additional ventures outside of our core businesses.

                                       1
<PAGE>

Marketing

     Other than the short lived  operations  of the El Dorado Casino cruise ship
and the  operation of the adult gaming  facility in 1999,  we have not conducted
any  business  nor  marketed  any  operations.  Union  IPO has  retained  Market
Management  International,  a public  relations  firm  located  in Winter  Park,
Florida to provide marketing services. Union IPO's strategy of investing in, and
developing  promising union friendly  technology  growth companies  includes the
formation of an advisory board consisting of retired Union members,  consultants
and/or  pension  fund  advisors.  Union  IPO  plans  for the  advisory  board to
concentrate on private investments such as venture capital,  startups,  and real
estate investments; and to use its union connections to form strategic alliances
and to provide investment opportunities.  Additionally,  Union IPO relies on the
efforts of our  operating and executive  management  team who regularly  contact
union personnel and administrators of union venture capital.

     In the event that the Union IPO  acquisition  is not  consummated,  we will
rely exclusively upon the efforts of Mr. Larry Schwartz,  the Company  President
to seek and obtain other business opportunities.

Competition

     Following  a closing of the  acquisition  of Union  IPO,  we will enter the
general venture capital  marketplace  which is highly  competitive.  We consider
CMGI, Inc. ("CMGI"),  a Nasdaq 100 company,  our largest competitor and exemplar
in this field.  Through its  subsidiaries  and/or  affiliates,  CMGI  operates a
strategic online investment firm, via its @Venture affiliates.

     Union IPO also competes with numerous small venture capital firms including
but not  limited  to:  eCompanies  in Santa  Monica,  California;  eHatchery  in
Atlanta, Georgia; Intend Change in Santa Clara, California; Venture Frogs in San
Francisco,  California;  and Ventureworx in Charlotte, North Carolina. We do not
know of any company  which only  targets  union based  venture  capital,  and by
specializing  and  offering  a family  of  union  friendly  services  we hope to
capitalize in this area.

     The  market  for   Internet   services  is  rapidly   evolving  and  highly
competitive;   principal   competitive   factors   include   name   recognition,
performance,  ease of use,  variety of value added services,  functionality  and
quality of support.  Union IPO is a new company and is not as well known as many
of its  competitors.  Additionally  many  competitors  have  greater  financial,
technical and marketing resources than Union IPO.

Employees

     On April 30, 1998,  Edward  Meyers  resigned as our secretary and treasurer
leaving only one employee, Mr. Larry Schwartz,  serving as president. On January
4, 1999 we hired Mr. Lee Summers as chief executive officer; however he resigned
from the Company's employ within five months,  again leaving Mr. Schwartz as the
Company's only employee.  Mr.  Schwartz  serves as President and works on a part
time basis.  Upon  consummation of the Union IPO  acquisition,  we will have two
full time  employees:  Mr. Brian Murphy and his brother Mr. John Murphy to serve
as President and Vice President respectively.

ITEM 2.  PROPERTIES

     During 1998, we maintained executive corporate offices at 2300 Glades Road,
Suite 450 in Boca Raton,  Florida,  provided cost free from our affiliate  First
Capital.  On December 7, 1998 we entered a one year lease for 15,000 square feet
of office space and  additional  dockage for the casino boat. The lease provided
for monthly  payments  of $12,000  plus $1.00 per every  passenger  in excess of
7,500.  We vacated these premises in April 1999 and the landlord filed a lawsuit
and obtained a default judgment for approximately $130,000.

     In 1999 we leased 1,866 square feet of office space in Boca Raton,  Florida
pursuant to a three year lease which provided for monthly  payments of $2,307.50
for the first year;  $29,074.50 for the second year and $30,532.84 for the third
year.  We vacated these  premises in August 1999,  and settled with the landlord
for payment of current rents totaling approximately $9,000. We also acquired the
leasehold  pertaining to the adult gaming facility in Sunny Isles Beach Florida,
which  consisted of a 3000 square foot  facility and monthly  payments of $6,500
for a two year term. With the cessation of the casino  business,  we vacated the
adult gaming  premises,  and the Boca Raton office space and ceased making lease
payments in the end of 1999.  Neither  landlord  has not made a claim for unpaid
rent as of the date of this report.  As of September 1999, we reestablished  our
offices at 2300 Glades Road,  Suite 450 in Boca Raton,  Florida,  cost free from
our affiliate First Capital.

                                       2
<PAGE>

     Union IPO maintains corporate offices at 11316 North Radner, Raleigh, North
Carolina,  which  consists of 500 square feet,  cost free from an affiliate.  We
believe  the  Union  IPO  property  is  adequate  to  support  our  current  and
anticipated operations.

ITEM 3.  LEGAL PROCEEDINGS

     In October 1999, Odyssey Marine Exploration,  Inc.  ("Odyssey")  obtained a
default judgment against us in the approximate  amount of $340,000 in connection
with its claims that the Company  allegedly  had failed to honor the put options
set forth in the Artifact purchase agreement. Thereafter Mr. Schwartz negotiated
and personally  guaranteed a forbearance  agreement  which provided that Odyssey
would not execute on the  judgment  and would  transfer  its common stock of the
Company to Mr.  Schwartz  provided  that Mr.  Schwartz  and/or the Company  make
weekly payments of $25,000.  After Mr. Schwartz paid approximately  $100,000, we
defaulted on the remainder of the weekly payments,  and Mr. Schwartz and Odyssey
reached a subsequent oral agreement which provides that Odyssey will keep all of
its shares of the Company's common stock, provided such shares are free trading,
in  consideration  of the sum of $45,000.  Mr.  Schwartz  had agreed to pay this
amount  personally as he has already  received  480,000  shares of the Company's
common stock from Odyssey pursuant to the first forbearance agreement.

     In connection  with the acquisition of the casino ship, we executed a lease
purchase option with  Entertainment  Cruises,  Inc.,  which provided for monthly
lease payments of $80,000 payable in advance quarterly, as well as reimbursement
for  insurance,  crew costs and other  operating  expenses.  Upon  return of the
ship's first voyage, we discovered that the ship was materially unfit to sail in
high seas and/or in seas  extending  over three miles from the shoreline in that
the ship did not have  sufficient  stabilizers to provide  sufficient  passenger
comfort.   We  believed  that  this   constituted  a  material   breach  of  the
lease/purchase agreement and/or fraud in the inducement of the execution of such
agreement,  and has prevented us from continuing our floating casino operations.
We returned the ship to the lessor, who then filed a lawsuit against the Company
claiming  damages in excess of $1,000,000.  We are  aggressively  defending this
lawsuit and are pursuing our counterclaims against the lessor,  including fraud,
misrepresentation, breach of contract and warranty.

     In  connection  with the cessation of our casino ship  operations,  Merrill
Stephens  Dry  Dock,  Inc.  sued  us  in  the  Dade  County  Circuit  court  for
approximately   $23,000  for  services  and  materials   allegedly  provided  in
connection  with the  building  of a  platform  for the ship.  We have  retained
counsel to defend this matter and Mr.  Schwartz  has agreed to attempt to settle
this matter with personal funds.  Terminal  Plaza,  Inc. a dock facility in Dade
County  where we docked  and  loaded  the ship has also sued us and  obtained  a
default judgment in the approximate amount of approximately  $130,000 for claims
relating  to a one year lease for office and dockage in Dade  County.  The lease
provided for monthly  payments of $12,000 plus $1.00 per  passenger in excess of
$7,500.  We have  entered  into a verbal  agreement  to settle  this  matter for
$15,000,  which is subject to final  documentation  and which Mr.  Schwartz  has
personally agreed to pay.

     In December  1998 we  acquired  the assets of an adult  gaming  facility in
Sunny Isles Beach,  Florida,  along with an assignment of the lease  facility in
exchange for 1,500,000  shares of the Company's common stock and assumption of a
$750,00 note payable to First Capital.  We also entered into a verbal  agreement
with the seller to operate the  facility on our  behalf.  We operated  the adult
gaming facility for a short time; and thereafter closed and vacated the facility
upon  determining  that the business was not viable.  First Capital accepted the
gambling  machines  and related  assets as  settlement  of amounts due under the
$750,000  note. The seller  claimed  $100,000 for past due  management  fees for
which we have reached a  settlement  agreement  with the seller for $80,000.  We
have paid $25,000 of this amount and owe $55,000,  which Mr. Schwartz has agreed
to pay personally.

                                       3
<PAGE>

     During the last quarter of 1999,  Mr. Lee  Summers,  the  Company's  former
chief  executive  officer,  sued us for  alleged  back wages in the  approximate
amount of $40,000 in the Palm Beach County State Circuit Court.  We have reached
an  agreement to settle this matter for the  issuance of  approximately  150,000
shares of the Company's common stock.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During  the first  quarter  of 1998,  a majority  of  shareholder  interest
consented to change the Company's name from Vanderbilt  Square Corp. to Treasure
and Exhibits  International,  Inc. No other matters were  submitted to a vote of
the  security  holders  in 1998;  however  during the first  quarter of 2000,  a
majority of  shareholder  interest  consented to changing the Company's  name to
Union IPO,  Inc.  and  increasing  the  authorized  shares  from  50,000,000  to
100,000,000.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     The  Company's  common stock  trades on the Over the Counter  Market on the
National  Association of securities  Dealers OTC Bulletin Board under the symbol
"VNSR".  The  following  table sets  forth the high and low bid and asked  sales
price for the periods indicated. Bid Price Asked Price

                                             High    Low     High      Low
                                            ------  -----   ------    -----
Calendar Year 1998

         Fourth Quarter.................... $.25    $.03      .28       .06
         Third Quarter.....................  .12     .03      .16       .06
         Second Quarter....................  .18     .03      .21       .06
First Quarter..............................  .25     .12      .28       .18

Calendar Year 1997

         Fourth Quarter....................  .25     .18       .35      .20
         Third Quarter.....................  .38     .25       .40      .25
         Second Quarter....................  .30     .16       .35      .20
         First Quarter.....................  .33     .18       .40      .25

     The  quotations  reflect   inter-dealer   prices  without  retail  mark-up,
mark-down or commission and may not represent actual transactions.

     At April 11, 2000, the bid price of the Common Stock was $.57.

Holders

     As of April 10,  2000,  there  were  approximately  148  holders of record.
Additional  shares  of the  Company's  commons  stock  are  held  by  additional
shareholders at brokerage firms and/or clearing houses.  The Company  therefore,
was unable to determine the precise number of beneficial  owners of common stock
as of April 10, 2000.


                                       4
<PAGE>

Dividends

     The  Company  has never  declared  or paid any cash  dividend on its Common
Stock and does not expect to declare or pay any such dividend in the foreseeable
future.

Sales of Unregistered Securities

     In  connection  with our proposed  acquisition  of Michael's  International
Treasure Jewelry,  Inc.  ("Michaels");  the Company and Michaels, as co-lessees,
entered a lease purchase agreement with Seahawk Deep Ocean Technology, Inc. (and
its partners,  collectively "Seahawk") to acquire certain treasure and artifacts
(the  "Artifacts")  known as the Dry Tortugas  Treasure.  On March 19, 1998,  we
exercised  our option to purchase the  Artifacts  for $682,500  cash, a $200,000
promissory  note,  and the  issuance  of  9,500,000  shares of  common  stock to
Seahawk, with certain put options attached.

     On  July   24,   1998,   First   Consolidated   Financial   Corp.   ("First
Consolidated"), a closely held Florida corporation under common control with the
Company acquired 2,876,429 shares of restricted common stock of the Company from
Seahawk Deep Ocean Technology,  Inc., a Colorado  corporation which acquired the
shares as part of the  consideration  paid by the Company for the acquisition of
the  Artifacts  on or about March 19,  1998.  Pursuant to the terms of the stock
purchase agreement, First Consolidated paid $450,677 to acquire the common stock
from  Seahawk.  First  Consolidated  paid  approximately  40% at closing and the
balance  by  installment  payments.  First  Consolidated's  director  and  chief
executive officer is Mr. Larry Schwartz, who is also the sole director and chief
executive Officer of the Company.

     On  December  29,  1998 we  acquired  the assets of  American  Consolidated
Amusement,  Inc., which consisted of approximately  200 gambling  machines along
with a related 4000 square foot leasehold interest located in Sunny Isles Beach,
Florida,  in consideration for the issuance of 1,500,000 shares of the Company's
common  stock to American  Consolidated  Amusement,  Inc.  and  assumption  of a
$750,000  note  owed to First  Capital,  which  was  secured  by a pledge of the
gambling  machines.  During this same time period, we issued 1,500,000 shares of
common stock valued at $202,500 to Mr. Larry  Schwartz in  satisfaction  of past
due management fees owed to First Consolidated Corp. and in consideration of his
personally guaranteeing certain corporate obligations.

     Pursuant to the  agreement  between the  Company,  Mr.  Larry  Schwartz and
Odyssey  Marine  Exploration,  Inc.,  executed on  November  10, 1999 to forbear
execution of the default judgment acquired by Odyssey in the approximate  amount
$340,000,  Mr. Larry Schwartz  acquired  480,000 shares of the Company's  common
stock directly from Odyssey.

ITEM 6.  SELECTED FINANCIAL DATA

     The Company's historical figures as of and for the years ended December 31,
1994,  1995,  1996,  1997 and  1998  have  been  derived  from its  consolidated
financial  statements and related notes. The historical  figures that follow are
qualified by reference to our financial statements and the related notes thereto
set forth herein.
<TABLE>

                                                           Years ended December 31,
                                         ---------------------------------------------------------
                                          1994         1995         1996        1997         1998
                                         ------       ------       ------      ------       ------
<S>                                     <C>           <C>          <C>         <C>          <C>

Income Statement Data:
Revenues............................    $108,928     $99,710    $227,902     $144,283       $5,345
General and administrative expenses.     110,129      91,595     169,509      130,047      218,899
Net income (loss)...................       6,642       1,498      59,443       20,840     (999,146)
                                      ==========  ==========  ==========   ==========   ==========
Net income (loss) per share ........        $0.0        $0.0        $0.0         $0.0       $(0.04)
                                      ==========  ==========  ==========   ==========   ==========
Weighted average shares
   outstanding .....................  14,515,066  14,224,096  14,847,281   16,437,088   23,648,920
                                      ==========  ==========  ==========   ==========   ==========
Balance Sheet Data:
Total assets........................   1,004,085     920,910   1,063,919      195,938    3,471,597
Total liabilities...................      78,987      40,810      51,673       17,083    3,886,888
</TABLE>


                                       5
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  The Company's  actual results could differ  materially  from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference  are discussed in the section  entitled  "Certain  Factors  Affecting
Future Operating Results" beginning on page 8 of this Form 10-K.

Results of Operations

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

     Revenues.  Net revenues decreased by 96.3% from $144,283 for the year ended
December 31, 1997 to $5,345 for the year ended  December 31, 1998.  Realized and
unrealized gain in investments in marketable  securities decreased by 96.9% from
$111,578  in 1997 to $3,410 in 1998.  The  decrease in gain on  investments  was
attributable  to a  decline  in the  market  price and the  distribution  of our
holdings in CSI to the Company's shareholders.

     General and administrative  expenses.  General and  administrative  expense
increased  by 68.3% from  $130,047 in 1997 to $218,899 in 1998.  The increase in
general and administrative expenses was primarily attributable to costs incurred
in connection with the creation of an  infrastructure  to manage the Company and
the increased costs incurred in connection with operations.

     Losses  from  Continuing  Operations.  Losses  from  continuing  operations
totaled  $503,554,  for the year ended December 31, 1998, a decrease of $530,382
from income of $26,828 during 1997.  This decrease is primarily  attributable to
increased general and  administrative  expenses relating to start up and leasing
costs of a casino cruise ship, and acquisition of the adult gaming facility.

     Losses from  Discontinued  Operations.  In 1998 we  abandoned  our intended
acquisition of Michaels  International Treasure Jewelry Inc., and sold a portion
of the  Artifacts  for  $750,000.  The revenue and related costs are included in
discontinued operations. Loss from discontinued operations totaled $495,592, net
of income tax  benefit of  $290,000,  for the year  ending  December  31,  1998,
compared  to a loss of  $5,988  relating  to the sale of our  equipment  leasing
subsidiary  Hi-Tech Leasing,  Inc. As a result, we had a net loss of $999,146 in
1998 compared to net income of $20,840 realized in 1997.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

     Our revenues for the year ended December 31, 1997 were $144,283 as compared
to $227,902 for the year ended  December 31, 1996.  The increase in revenues was
caused  primarily  from an increase in income  from sales of  marketable  equity
securities.

     Operating  expenses  decreased to $130,047 for the year ended  December 31,
1997 as  compared  to $169,509 at December  31,  1996.  The  difference  between
operating  expenses at December 31, 1997 and December 31, 1996 was $39,462.  The
principal  reason for the  difference  was the decrease in selling,  general and
administrative  expenses.  Net income for the year ended  December  31, 1997 was
$20,840 as  compared to net income of $59,443  for the year ended  December  31,
1996.  The decrease of $38,603 for the year ended  December 31, 1997 as compared
to  1996  was  principally  due to a  decrease  in  earnings  from  the  sale of
marketable equity securities.

Liquidity and Capital Resources

     At December 31, 1998, we had a working  capital deficit of $3,115,791 and a
cash balance of $1,544.  This compares to working capital of $178,855 and a cash
balance of $179,795 at December 31, 1997.  At December 31, 1998,  we had current
assets of $771,097 as compared to $195,938 at December 31, 1997; total assets of
$3,471,597  at December  31, 1998 as compared to $195,938 at December  31, 1997;
current and total  liabilities of $3,886,888 at December 31, 1998 as compared to
$17,083 at December 31,  1997;  and a negative net worth of $415,291 at December
31, 1998 as compared to net worth of $178,855 at December 31, 1997. The increase
in assets was principally due from the original  purchase of the Artifacts and a
note  receivable  of  $750,000  resulting  from  the  sale of a  portion  of the
Artifacts, and the recording of net assets for discontinued operations.

                                       6
<PAGE>

     During the year ended December 31, 1998, we had a decrease in cash and cash
equivalents  of $178,251,  from  $179,795 to $1,544.  This  decrease in cash was
principally due to start up costs incurred in connection with the acquisition of
business  operations.  As a result  of the  loss  incurred  in  1998,  operating
activities used $321,001 in cash during 1998.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

     At December 31, 1997, we had working capital of $178,855 and a cash balance
of $179,795 as compared to $715,530  and a cash  balance of $250,209 at December
31, 1996. At December 31, 1997, we had current assets of $195,938 as compared to
current  assets of $763,977 at December  31,  1996;  total assets of $195,938 as
compared to $1,063,919 at December 31, 1996;  current  liabilities of $17,083 as
compared  to $48,447 at  December  31,  1996;  total  liabilities  of $17,083 as
compared to $51,673 at December 31, 1996 and a net worth of $178,855 at December
31, 1997 as compared to $1,012,246 at December 31, 1996. The decrease in current
assets and working capital is primarily attributable to a decrease in investment
in marketable trading  securities.  The decrease in net worth is attributable to
the decrease in  investment  in marketable  trading  securities  together with a
decrease in  investment  in  unconsolidated  subsidiary.  On August 28, 1997, we
distributed  substantially  all of our  investment  in our  affiliate CSI to the
Company's shareholders on a .17 per one basis.

Subsequent Events

     Artifacts.   Subsequent  to  March  19,  1999,  substantially  all  of  the
outstanding  shares issued pursuant to the Artifact purchase  agreement were put
to the  Company  at a per  share  price of $.17.  As a  result,  the  amount  of
$1,615,000 is reflected as a liability. Odyssey Marine Exploration, Inc. filed a
lawsuit  alleging our failure to comply with the purchase  agreement and related
put options.  Thereafter Mr.  Schwartz  negotiated  and personally  guaranteed a
forbearance  agreement  which  provided  that  Odyssey  would not execute on the
judgment  and would  transfer  its common  stock of the Company to Mr.  Schwartz
provided that weekly payments of $25,000 were made.  After paying  approximately
$100,000, we defaulted on the remainder of the weekly payments, and Mr. Schwartz
and Odyssey reached a subsequent oral agreement which provides that Odyssey will
keep all of its shares of the Company's  common stock,  provided such shares are
free  trading,  and a payment of $45,000.  Mr.  Schwartz  has agreed to pay this
amount  personally as he received  480,000 shares of the Company's  common stock
from Odyssey pursuant to the first forbearance agreement.

     Casino  operations.  In January  1999,  our casino cruise ship launched its
maiden  voyage  whereon  we  discovered  that the  ship did not have  sufficient
stabilizers  thereby causing many of the passengers to became sea-sick.  Because
we were unable to operate the ship with positive  cash flow,  we stopped  making
lease payments under the lease/purchase agreement, and the lessor, Entertainment
Cruises,  Inc. took  possession of the ship.  The lessor has filed a lawsuit for
the outstanding amount due under the lease (in excess of $1,000,000) and we have
counterclaimed for misrepresentations and fraud, as well as breach of warranty.

     First  Capital  Loans.  In  connection  with our  option  to  purchase  the
Artifacts and lease of the casino cruise ship, our affiliate First Capital Corp.
loaned us  approximately  $1,882,000  pursuant  to a master loan  agreement.  In
connection  with our purchase of assets from  American  Consolidated  Amusement,
Inc., we assumed a $750,000 note owed to First Capital.  By December 1999 we had
defaulted on our master loan  agreement  as well as the  $750,000  note to First
Capital.  At the close of business of December 31, 1999,  First Capital accepted
the remaining  Artifacts and gambling  machines and related assets as settlement
of amounts due under both the master loan agreement and the $750,000 note,  plus
unpaid interest.

Year 2000 Issue

     We  experienced  no material  failures  and  incurred no material  costs or
losses as a result of the Year 2000 Issue.

Impact of Inflation

     Inflation has not been a major factor in our  businesses  since  inception.
There can be no assurances that this will continue.

                                       7
<PAGE>

Certain Factors Affecting Future Operating Results

     This Form 10-K contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The Company's actual results could differ  materially from
those set forth in the  forward-looking  statements.  Certain factors that might
cause  such a  difference  assuming  consummation  of the Union IPO  acquisition
include the following:  possible fluctuations in the growth and demand for union
laborers; regulation of unions and related labor issues; intense competition for
union member  capital  venture;  currency,  economic,  financing and other risks
inherent in  investment  markets;  uncertainty  regarding  the rate of growth of
union friendly  high-tech  companies;  and general economic  conditions.  In the
event  that we do not  acquire  Union  IPO,  then we  believe  that in  order to
commence  active  operations,  we must  acquire an  operating  company.  We will
continue to look for  potential  business  opportunities;  however we are solely
dependent  upon the efforts of our president Mr.  Schwartz in this area. We have
only limited funds available to aid in the search of a business  opportunity and
there can be no assurance that we will raise additional  capital to enable us to
acquire a suitable potential business opportunity,  or that we will ever acquire
such business opportunity.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable

ITEM 8.  FINANCIAL STATEMENTS  AND SUPPLEMENTARY DATA

     The  consolidated  financial  statements of the Company,  together with the
independent  auditors'  report thereon of Rachlin,  Cohen & Holtz,  LLP,  appear
beginning on page F-1 of this report. See Index to Financial Statements.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     On January 25, 1999, we dismissed  Thomas W. Klash as our CPA. At that time
we had not entered into an engagement  agreement with Mr. Klash for the audit of
our  financial  statements  for the fiscal year ended  December  31,  1998;  and
neither of the auditors reports or our financial statements for the fiscal years
ended December 31, 1997 and 1996 contain an adverse opinion or a disclaimer,  or
was  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.

                                    PART III

ITEM 10.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Regarding Executive Officers and Directors

     The following  table sets forth the names,  ages and offices of the present
executive  officers and directors of the Company.  The periods during which such
persons  have served in such  capacities  are  indicated in the  description  of
business experience of such persons below.

       Name             Age          Position
      ------           -----        ----------
  Larry Schwartz        51        President, Secretary, Treasurer and Director
  Brian Murphy          34        President Elect, Director nominee
  John Murphy           30        Vice President Elect

     All  officers  serve at the  discretion  of the Board of  Directors.  Brian
Murphy and John  Murphy are  brothers;  and have been  elected to serve in their
offices  contingent  upon the closing of the Union IPO  acquisition.  Otherwise,
there are no family  relationships among any of the directors or officers of the
Company.

     Larry Schwartz. Mr. Schwartz was appointed President on August 27, 1997 and
assumed  the  duties of  secretary  and  treasurer  on April  30,  1998 upon the
resignation of Edward Meyer.  Mr. Schwartz is also president and chief executive
officer  of First  Capital  Services,  Inc.  and  First  Consolidated  Financial
Corporation.  He is  presently  and has for the last seven years been engaged in
the business of asset based lending, financial consulting services and financial
placement services. Mr. Schwartz holds a BS degree from Boston State College and
an MA degree from Boston College.

                                       8
<PAGE>

     Brian Murphy. Mr. Murphy is president of Union IPO Corporation,  a recently
formed Nevada company engaged in the investment business. He is also serving his
second term as president of the United Food and  Commercial  Workers Union Local
24. In 1997, he was elected to serve a three year term as Vice  President of the
North Carolina AFL-CIO Union.

     John  Murphy.  Mr.  Murphy is a CPA,  and the vice  president  of Union IPO
Corporation.  He is also a senior business consultant at Signature Systems, Inc.
in  Rockville,  Maryland.  Prior  thereto  he  served  as  navision  application
developer for AVF,  Inc.,  and assistant  controller  for the National  Football
League  Players  Association.  He was a staff  auditor at Thomas Harvey & Co and
graduated from West Virginia University with a BS degree.

Compliance With Section 16(a) of Exchange Act

     Under the securities  laws of the United States,  the Company's  directors,
its  executive  officers,  and any persons  holding more than ten percent of the
Company's  Common Stock are required to report  their  initial  ownership of the
Company's  Common  Stock and any  subsequent  changes in that  ownership  to the
Securities  and  Exchange  Commission.  All  of  the  filing  requirements  were
satisfied on a timely basis in 1998.  In making these  disclosures,  the Company
has relied solely on written statements of its directors, executive officers and
shareholders and copies of the reports that they filed with the Commission.

ITEM 11.  EXECUTIVE COMPENSATION

     The following  table sets forth  information  concerning  cash and non-cash
compensation  paid or accrued  for  services  in all  capacities  to the Company
during the three years ended  December  31, 1998 of each of the  Company's  most
highly compensated executive officers.
<TABLE>


                                                                                         Long Term
                                                    Annual Compensation                 Compensation
                                 ---------------------------------------------------  ----------------
                                                                     Other Annual          Stock
Name and Principal Position       Year   Salary ($)    Bonus ($)    Compensation ($)   Options (#)(2)
---------------------------      ------ ------------  -----------  -----------------  ----------------
<S>                              <C>    <C>           <C>          <C>                <C>


Larry Schwartz..................  1998         0          0              (1)                0
  President                       1997         0          0              (1)                0

Lee Summers.....................  1998         0          0              (2)               (2)
  Executive Vice President

Norman Becker...................  1997     4,000          0           1,163                 0
  Former President                1996     4,000          0           3,338                 0

Diane Aquino....................  1997     7,500          0               0                 0
  Former Secretary and Treasurer  1996     7,500          0               0                 0

</TABLE>

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

(1)  In 1997 and 1998,  First  Consolidated  Financial Corp.  earned $30,000 and
     $60,000  respectively  in management  fees pursuant to a written  agreement
     with the Company.  In 1998, Mr. Schwartz  received  1,500,000 shares of the
     Company's  common stock in connection with settlement of unpaid  management
     fees owed to First  Consolidated  and for personally  guaranteeing  certain
     corporate   obligations.   Mr.  Schwartz  is  both  an  officer  and  major
     shareholder of First Consolidated Financial Corp.
(2)  The  Company  and Mr.  Summer  entered  a three  year  employment  contract
     commencing January 4, 1999 providing for annual  compensation  ranging from
     $100,000 to $150,000; immediate issuance of 100,000 shares of the Company's
     common stock and stock options at $.23  exercisable  during the term of the
     employment  contract.  On June 4, 1999 Mr.  Summers left the Company and in
     the fourth quarter of 1999,  filed a law suit in the state circuit court of
     Palm Beach County,  Florida claiming alleged back wages of $40,000.  He has
     verbally  agreed to accept 150,000 shares of the Company's  common stock as
     settlement  of his  claims;  however  the  settlement  is  subject to final
     documentation.

                                       9
<PAGE>

Compensation of Directors

     No additional compensation of any nature is paid to any directors.

Company Performance

     The following  graph compares the cumulative  total investor  return on the
Company's  Common Stock for the five year period ended December 31, 1998 with an
index  consisting of returns from a peer group of  companies,  consisting of the
Nasdaq  Non-Financial Index (the "Nasdaq  Non-Financial  Index"), and The Nasdaq
Stock Market Composite Index (the "Nasdaq Composite Index").

     The graph  displayed  below is presented in accordance  with Securities and
Exchange Commission requirements. Shareholders are cautioned against drawing any
conclusions from the data contained  herein, as past results are not necessarily
indicative  of future  performance.  This graph in no way reflects the Company's
forecast of future financial performance.

<TABLE>

                             Base Period     December   December   December   December   December
                           December 31 1993  31 1994    31 1995    31 1996    31 1997    31 1998
                           ----------------  --------   --------   --------   --------   ---------
<S>                        <C>               <C>        <C>        <C>        <C>        <C>

Treasure & Exhibits              100          85.71      89.29     257.14     257.14        42.86
Nasdaq Composite Index           100            110        145        180        225          308
Nasdaq Non-Financial Index       100            105        140        170        200          290
</TABLE>


   [GRAPH APPEARS AT THIS LOCATION DEPICTING THE FOLLOWING STOCK PERFORMANCE]


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  is  furnished  as of April  11,  2000,  to  indicate
beneficial  ownership  of  shares  of the  Company's  Common  Stock  by (1) each
shareholder of the Company who is known by the Company to be a beneficial  owner
of more than 5% of the Company's  Common  Stock,  (2) each  director,  and named
officer of the Company,  individually, and (3) all officers and directors of the
Company as a group.  The information in the following table was provided by such
persons.

                                       10
<PAGE>

     Name and Address                     Amount and Nature of      Percent of
    of Beneficial Owner                  Beneficial Ownership (1)     Class
   ---------------------                --------------------------  ----------
Larry Schwartz (2)......................      4,154,824 (2)            14.3%
Seahawk Deep Ocean Technology, Inc.(3)..      2,802,084                 9.7%
All executive officers and directors
 as a group (1 persons)                       4,154,824                14.3%

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

(1)  The persons named in the table have sole voting and  investment  power with
     respect to all shares of Common Stock shown as beneficially  owned by them,
     subject to community  property laws, where applicable,  and the information
     contained in the footnotes to the table.
(2)  Address is 2300  Glades  Road,  Boca Raton,  Florida  33431,  and  includes
     2,174,824  shares owned by First  Consolidated  Financial  Corp.,  which is
     owned and controlled by Mr. Schwartz.
(3)  Address is 5102 S. Westshore Blvd., Tampa, Florida 33611.

Change in Control Following Acquisition of Union IPO

     Upon  consummation of the Union IPO acquisition,  15,000,000  shares of the
Company's  common  stock  will be  issued  to  shareholders  and/or  shareholder
designees in accordance  with the Exchange  agreement.  The  following  table is
furnished as of April 11, 2000,  to indicate  beneficial  ownership of shares of
the Company's  Common Stock by (1) each  shareholder of the Company who is known
by the Company to be a beneficial  owner of more than 5% of the Company's Common
Stock, (2) each director,  and named officer of the Company,  individually,  and
(3) all officers and directors of the Company as a group,  assuming  issuance of
the additional 15,000,000 shares pursuant to the Union IPO acquisition.

     Name and Address                       Amount and Nature of     Percent of
    of Beneficial Owner                   Beneficial Ownership (1)     Class
   ---------------------                 --------------------------  -----------
Larry Schwartz (2).........................     6,554,824 (2)            14.9%
Seahawk Deep Ocean Technology, Inc.(3).....     2,802,084                 6.4%
Brian Murphy (4)...........................     1,000,000                 2.3%
Tom Tedrow (5).............................     6,400,000 (5)            14.5%
All executive officers and directors
 as a group (1 persons)                         1,000,000                 2.3%

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

(1)  The persons named in the table have sole voting and  investment  power with
     respect to all shares of Common Stock shown as beneficially  owned by them,
     subject to community  property laws, where applicable,  and the information
     contained in the footnotes to the table.
(2)  Address is 2300  Glades  Road,  Boca Raton,  Florida  33431,  and  includes
     2,174,824  shares owned by First  Consolidated  Financial  Corp.,  which is
     owned and controlled by Mr. Schwartz,  as well as 2,400,000 shares owned by
     Union Consulting Group, Inc. a company owned 50% by Mr. Schwartz.
(3)  Address is 5102 S. Westshore Blvd., Tampa, Florida 33611.
(4)  Address is 234 S. Broad Street, Winston Salem, North Carolina 27101.
(5)  Address  is P.O.  Box  2004,  Winter  Park,  Florida  32790;  and  includes
     2,000,000 shares held in the name of Market Management International, Inc.,
     a company owned and controlled by Mr. Tedrow;  2,000,000 shares held in the
     name of  Shipwright  Assets Ltd;  and  2,400,000  held in the name of Union
     Consulting Group, Inc., a company owned 50% by Mr. Tedrow.

                                       11
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since 1997, we have leased executive offices,  cost free from First Capital
Services Corp.,  ("First Capital"),  a company controlled by Mr. Larry Schwartz.
We executed a management contract with First Consolidated  Financial Corp. which
provided  for payment of $10,000  per month in fees for one year,  automatically
renewable  unless  terminated.  We modified the  agreement in 1998 to reduce the
monthly fees to $5,000 per month. In 1997 and 1998, First Consolidated Financial
Corp. earned $30,000 and $60,000 respectively in management fees.

     In connection with the proposed  Michaels  International  Treasure  Jewelry
("Michaels") acquisition, on March 19, 1998, we exercised our option to purchase
Artifacts from Seahawk Deep Sea Technology,  Inc., for $682,500 cash, a $200,000
promissory  note,  and the issuance of 9,500,000  shares of common  stock,  with
certain put options attached.  We borrowed the cash portion of this transaction,
together with the funds necessary to repay the $200,00 promissory note, from our
affiliate  First Capital.  On December 31, 1998,  after  abandoning the Michaels
acquisition,  we sold a portion of the  Artifacts  to an  unrelated  third party
purchaser  in  exchange  for a $750,000  note  receivable.  Simultaneously,  the
purchaser  entered into a credit  arrangement  with First Capital,  who paid the
Company  the  $750,000  owed and took a  security  interest  in those  Artifacts
purchased.  The purchaser defaulted on its loan obligation to First Capital, who
accepted the pledged Artifacts in lieu of foreclosure.

     On October 30, 1998,  we entered a lease  purchase  agreement  for a casino
cruise ship which  provided  for  monthly  lease  payments  of $80,000,  payable
quarterly in advance.  We funded this venture with  additional  borrowings  from
First Capital and another affiliated company, First Consolidated Financial Corp.
("First Consolidated"). Both First Capital and First Consolidated are affiliates
since Mr. Schwartz is both an officer and major shareholder of both companies.

     To coincide with our projected floating casino operations,  on December 29,
1998 we acquired  approximately 200 gambling machines from American Consolidated
Amusement,  Inc.,  along with a related  4000  square  foot  leasehold  interest
located in Sunny Isles Beach,  Florida, in consideration for 1,500,000 shares of
the Company's common stock and assumption of a $750,000 note bearing interest at
12% owed to First  Capital,  which  was  secured  by a  pledge  of the  gambling
machines. We operated the adult gaming facility for a short time; and thereafter
closed the facility upon determining that the business was not viable.

     First Capital has provided  primary  financing  pursuant to the master loan
agreement  which  provided for interest at 12% and due on December  1,2000.  The
loan is secured by all our  assets.  We had  outstanding  loan  amounts to First
Capital at December 31, 1998 of  approximately  $1,882,000.  First  Consolidated
provided  financing in the amount of $289,000  through  December 31, 1998.  This
loan is due on demand, bears interest at 12%, and is unsecured.

     By December 1999 we had defaulted on our master loan  agreement  with First
Capital whereby we had acquired funds to purchase the Artifacts and casino ship,
as well as the $750,000 note to First Capital.  At close of business of December
31, 1999, First Capital accepted the remaining  Artifacts and gambling  machines
and  related  assets as  settlement  of amounts  due under both the master  loan
agreement and the $750,000 note.

     Mr. Schwartz and First Capital have agreed to settle the following lawsuits
on our  behalf,  including  paying all  incidental  costs as well as  settlement
costs, conditioned upon closing the Union IPO acquisition:

     1.   Litigation with Odyssey Marine  Exploration,  Inc.  relating to claims
          regarding  the  purchase  of the  Artefacts  and put  options  and its
          outstanding judgment of approximately $340,000 against us.

     2.   Litigation with Entertainment  Cruises, Inc., relating to their claims
          for monthly lease payments of $80,000 for the cruise ship.

     3.   Litigation  with  Merrill  Stephens Dry Dock,  Inc.  relating to their
          claims for services and  materials  allegedly  provided in  connection
          with the building of a platform for the ship.

     4.   Litigation with Terminal Plaza, Inc. relating to alleged dock facility
          charges  and  satisfaction  of a $130,000  judgment  plus pre and post
          judgment interest.

     5.   Litigation with American  Consolidated  Amusement,  Inc. regarding its
          claims for management fees

     6.   Litigation  with  Mr.  Lee  Summers  for  alleged  back  wages  in the
          approximate amount of $40,000.

                                       12
<PAGE>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following documents are filed as a part of this Report:

     (1)  Financial Statements:

          (i)  Report of Independent Auditor
          (ii) Consolidated  Balance  sheet as of December 31, 1998 and December
               31, 1997
          (iii)Consolidated  Statement of Operations  for the three years ending
               December 31, 1998, 1997 and 1996
          (iv) Consolidated Statement of Shareholders equity for the three years
               ended December 31, 1998, 1997 and 1996
          (v)  Consolidated  Statement  of Cash Flows for the three  years ended
               December 31, 1998, 1997 and 1996
          (vi) Notes to Consolidated Financial Statements

     (2)  Financial Statement Schedules None

     (3)  Exhibits

          27.1 Financial Data Schedule

(b)  Reports on Form 8-K

     During the quarter ended December 31, 1998 we filed a report of Form 8-K of
     the lease  purchase  option for a casino  cruise ship. We also reported the
     acquisition  of the assets of American  Consolidated  Amusement in exchange
     for 1,500,000 shares of the Company's common stock and assumption of a note
     payable of $750,000.

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

                                     TREASURE AND EXHIBITS INTERNATIONAL, INC.




                                      By: /s/ Larry Schwartz
                                         ---------------------------------------
                                          Larry Schwartz
                                          President, Chief Executive Officer and
                                          Chief Financial Officer

Dated: May 16, 2000

                                       13
<PAGE>

           TREASURE AND EXHIBITS INTERNATIONAL, INC. AND SUBSIDIARIES

                   Index to Consolidated Financial Statements


                                                                          Page
                                                                         ------

Independent Auditor's Report.................................................F-1

Consolidated Balance Sheets as of December 31, 1998 and 1997.................F-3

Consolidated Statements of Operations for the Years ended December
   31, 1998, 1997 and 1996...................................................F-4

Consolidated Statements of Stockholders' Equity for the Years ended
   December 31, 1998, 1997 and 1996..........................................F-5

Consolidated Statements of Cash Flows for the Years ended December 31,
   1998, 1997 and 1996.......................................................F-6

Notes to Consolidated Financial Statements...................................F-7


                                       14
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.

                          INDEX TO FINANCIAL STATEMENTS


                                                                      Page
                                                                     ------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                  F-1 - F-2
CONSOLIDATED FINANCIAL STATEMENTS
   Balance Sheets                                                      F-3
   Statements of Operations                                            F-4
   Statements of Stockholders' Equity (Deficiency)                     F-5
   Statements of Cash Flows                                            F-6
   Notes to Financial Statements                                    F-7 - F-20

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Treasure and Exhibits International, Inc.
Boca Raton, Florida


We have  audited the  accompanying  consolidated  balance  sheet of Treasure and
Exhibits International, Inc. as of December 31, 1998, and the related statements
of operations,  stockholders'  equity  (deficiency)  and cash flows for the year
then ended.  These consolidated  financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of  Treasure  and
Exhibits  International,  Inc. as of December 31, 1998, and the results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 2 to the
consolidated financial statements, the Company is subject to certain significant
risks and  uncertainties,  which  conditions raise  substantial  doubt about the
Company's ability to continue as a going concern. Management's plans with regard
to these  matters are also  described  in Note 2 to the  consolidated  financial
statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of these significant risks and uncertainties.


                                             RACHLIN COHEN & HOLTZ LLP


Fort Lauderdale, Florida
April 18, 2000

                                      F-1
<PAGE>

Board of Directors and Shareholders
Treasure and Exhibits International, Inc.
Boca Raton, Florida


                          INDEPENDENT AUDITOR'S REPORT


I have audited the  accompanying  consolidated  balance sheet as of December 31,
1997 and the related statements of operations and stockholders'  equity and cash
flows  for each of the two  years  ended  December  31,  1997.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the   financial   position  of  Treasure   and   Exhibits
International,  Inc. as of December  31, 1997 and the results of its  operations
and its cash  flows  for each of the two  years  ended  December  31,  1997,  in
conformity with generally accepted accounting principles.




Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
February 9, 1998

                                      F-2
<PAGE>
                    TREASURE AND EXHIBITS INTERNATIONAL, INC.

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1998 AND 1997




                           ASSETS
                                                              1998        1997
                                                             ------      ------
Current Assets:
    Cash and cash equivalents                               $ 1,544   $ 179,795
    Investments in marketable securities                     19,553      16,143
    Note receivable                                         750,000           -
                                                         ----------   ----------
      Total current assets                                  771,097     195,938

Property and Equipment                                    2,700,000           -

Other Assets                                                    500           -
                                                         ----------   ----------
                                                        $ 3,471,597   $ 195,938
                                                         ==========   ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
    Accounts payable and accrued liabilities              $ 100,834    $ 17,083
    Notes and loans payable - related parties             2,171,054           -
    Estimated  liability related to put option            1,615,000           -
                                                         ----------   ----------
      Total current liabilities                           3,886,888      17,083
                                                         ----------   ----------
Commitments, Contingencies, Related Party Transactions
    and Subsequent Event                                          -           -

Stockholders' Equity (Deficiency):
    Common stock $.0001 par value, 50,000,000 shares
    authorized; 28,990,756 and 16,490,756 shares issued
    and outstanding                                           2,899       1,649
    Additional paid-in capital                            1,541,113   1,137,363
    Deficit                                              (1,959,303)   (960,157)
                                                         ----------   ----------
                                                           (415,291)    178,855
                                                         ----------   ----------
                                                        $ 3,471,597   $ 195,938
                                                         ==========   ==========

                 See notes to consolidated financial statements

                                      F-3
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

<TABLE>

                                                             1998           1997           1996
                                                            ------         ------         ------
<S>                                                       <C>            <C>             <C>

Revenue:
    Interest and dividend  income                          $ 1,935       $ 32,101       $ 39,424
    Realized and unrealized gain on investments
      in marketable securities                               3,410        111,578        187,493
    Direct finance lease income                                  -            604            985
                                                          ---------     ----------     ----------
                                                             5,345        144,283        227,902

General and Administrative Expenses                        218,899        130,047        169,509
                                                          ---------     ----------     ----------
Income (Loss) From Continuing Operations Before
    Other Income and Income Taxes                         (213,554)        14,236         58,393

Other Income:
    Equity in earnings of unconsolidated subsidiary              -              -         26,453
                                                          ---------     ----------     ----------
Income (Loss) From Continuing Operations Before
    Income Taxes                                          (213,554)        14,236         84,846

Income Tax (Expense) Benefit                              (290,000)        12,592        (25,403)
                                                          ---------     ----------     ----------
Income (Loss) From Continuing Operations                  (503,554)        26,828         59,443
                                                          ---------     ----------     ----------
Discontinued Operations:
    Loss from operations of discontinued operations,
      net of $290,000 income tax benefit                  (495,592)             -             -
    Loss on disposal of subsidiary                               -         (5,988)            -
                                                          ---------     ----------     ----------
                                                          (495,592)        (5,988)            -
                                                          ---------     ----------     ----------
Net Income (Loss)                                       $ (999,146)      $ 20,840      $ 59,443
                                                          =========     ==========     ==========
Net Income (Loss) Per Common Share - Basic
    and Diluted:
      Continuing operations                             $    (0.02)      $      -      $      -
      Discontinued operations                                (0.02)             -             -
                                                          ---------     ----------     ----------
Net Income (Loss)                                       $    (0.04)      $      -      $      -
                                                          =========     ==========     ==========
Weighted Average Number of Common Shares Outstanding    23,648,920     16,437,088    14,847,281
                                                        ===========    ===========   ============
</TABLE>

                 See notes to consolidated financial statements

                                      F-4
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                  YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996


<TABLE>

                                             Common Stock           Additional
                                                                     Paid-in                       Treasury
                                          Shares        Amount       Capital         Deficit        Stock          Total
                                         ---------     ---------   ------------     ---------      ---------      -------
<S>                                     <C>           <C>          <C>              <C>            <C>            <C>

Balance, December 31, 1995              13,935,850     $ 1,499      $ 970,557      $  (9,221)     $(82,735)     $ 880,100
                                                                                                                        -
Year Ended December 31, 1996:                                                                                           -
   Stock dividend                        1,499,156         150        166,806       (166,956)            -              -
   Purchase of treasury stock             (249,100)          -              -              -       (33,070)       (33,070)
   Sale of treasury stock                1,212,450           -              -              -       105,773        105,773
   Net income                                    -           -              -         59,443             -         59,443
                                       -------------   ---------   ------------   -----------     ---------    -----------
Balance, December 31, 1996              16,398,356       1,649      1,137,363       (116,734)      (10,032)     1,012,246

Year Ended December 31, 1997:
   Sale of treasury stock                   92,400           -              -              -        10,032         10,032
   Dividend distribution                         -           -              -       (864,263)            -       (864,263)
   Net income                                    -           -              -         20,840             -         20,840
                                       -------------   ---------   ------------   -----------     ---------    -----------
Balance, December 31, 1997              16,490,756       1,649      1,137,363       (960,157)            -        178,855

Year Ended December 31, 1998:
   Issuance of common stock to acquire:                                                                                 -
      Artifacts, net of put option       9,500,000         950           (950)             -             -              -
      Business                           1,500,000         150        202,350              -             -        202,500
   Stock issued for services             1,500,000         150        202,350              -             -        202,500
   Net loss                                      -           -              -       (999,146)            -       (999,146)
                                       -------------   ---------   ------------   -----------     ---------    -----------
Balance, December 31, 1998              28,990,756     $ 2,899    $ 1,541,113    $(1,959,303)        $   -     $ (415,291)
                                       =============   =========   ============   ===========     =========
</TABLE>

                 See notes to consolidated financial statements

                                      F-5
<PAGE>



                    TREASURE AND EXHIBITS INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>

                                                                              1998          1997         1996
                                                                             ------        ------       ------
<S>                                                                        <C>            <C>           <C>

Cash Flows from Operating Activities:
    Net income (loss)                                                      $(999,146)    $ 20,840      $ 59,443
    Adjustments to reconcile net income (loss) to net cash and
      cash equivalents provided by (used in) operating activities:
         Expenses paid by affiliate on behalf of Company                     395,804            -             -
         Stock issued for services                                           202,500            -             -
         Deferred income taxes                                                     -      (11,564)       25,403
         Provision for bad debts                                                   -            -        74,000
         Realized and unrealized gain on sale of marketable securities        (3,410)    (105,950)     (243,081)
         Loss on sale of subsidiary                                                -        5,988             -
         Equity in earnings of unconsolidated subsidiary                           -            -       (26,453)
         Changes in operating assets and liabilities:
         (Increase) decrease in:
           Accounts receivable                                                     -        4,334        23,225
           Other assets                                                         (500)         143             -
         Increase (decrease) in:
           Accounts payable and accrued liabilities                           83,751      (23,026)        5,291
           Income taxes payable                                                    -        3,749        (9,741)
         Proceeds from sale of marketable securities                               -      245,107       728,716
         Purchases of marketable securities                                        -      (76,642)     (531,320)
                                                                           ----------    ---------     ---------
                Net cash provided by (used in) operating activities         (321,001)      62,979       105,483
                                                                           ----------    ---------     ---------
Cash Flows from Investing Activities:
    Loans and advances to:
      Affiliates                                                            (125,000)    (160,000)      (74,043)
      Other                                                                        -       (6,500)       (9,250)
    Principal payments received:
      Affiliates                                                             125,000      193,907        15,695
      Others                                                                       -       13,161        32,229
    Principal collections on direct financing leases                               -        2,272         3,379
    Proceeds from sale of unconsolidated subsidiaries                              -       44,511         4,753
    Investment in unconsolidated subsidiary                                        -     (220,744)      (18,119)
    Purchase of equipment                                                          -            -        (7,100)
                                                                           ----------    ---------     ---------
                Net cash used in investing activities                              -     (133,393)      (52,456)
                                                                           ----------    ---------     ---------
Cash Flows from Financing Activities:
    Proceeds from notes payable - affiliates                                 142,750            -             -
                                                                           ----------    ---------     ---------
Net Increase (Decrease) in Cash and Cash Equivalents                        (178,251)     (70,414)       53,027

Cash and Cash Equivalents, Beginning                                         179,795      250,209       197,182
                                                                           ----------    ---------     ---------
Cash and Cash Equivalents, Ending                                            $ 1,544    $ 179,795     $ 250,209
                                                                           ==========    =========     =========
Cash Paid for Interest                                                       $ 3,333    $       -     $       -
                                                                           ==========    =========     =========
</TABLE>

                 See notes to consolidated financial statements

                                      F-6
<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Capitalization

     The Company was organized as Vanderbuilt Square Corp. under the laws of the
     State of Florida on January 16, 1985. On February 10, 1998, the name of the
     Company was changed to Treasure  and  Exhibits  International,  Inc.  Until
     mid-1997, the Company was engaged in leasing equipment to customers through
     its wholly-owned  subsidiary,  Hi-Tech Leasing,  Inc.  (Hi-Tech);  deriving
     revenue from investments in marketable securities; and rendering consulting
     advice and administrative and office management  services to its affiliate,
     Corrections Services, Inc. (CSI). CSI is a publicly-held company engaged in
     marketing  an  electronic  monitoring  system to  corrections  agencies and
     facilities.

     At December 31,  1996,  the Company  owned a 27.7%  interest in CSI and was
     otherwise  affiliated  with CSI through common  management and control.  On
     July 28, 1997, the Company sold its entire  investment in Hi-Tech to CSI in
     exchange for 2,000,000 restricted shares of CSI's authorized but previously
     unissued  restricted  common  stock.  The Company  valued the common shares
     received in the  purchase and sale  transaction  at $731,000 and reported a
     loss on the sale of its subsidiary, Hi-Tech, amounting to $5,988.

     On August  28,  1997,  the  Company  distributed  substantially  all of its
     holdings  in  CSI  to  the  Company's   stockholders  pro-rata  with  their
     respective  ownership  interests in the Company.  Each Company  stockholder
     received  .17  shares of CSI Common  Stock for each share of the  Company's
     Common  Stock  held.  No  fractional  shares  were  issued  and no cash was
     distributed  in lieu of  fractional  shares.  Instead,  a full share of CSI
     Common Stock was distributed for each remaining  fractional share held by a
     Company  stockholder at the time of the  distribution.  The Company treated
     the distribution of its CSI Common Stock as a dividend.


     Principles of Consolidation

     These  consolidated  financial  statements include results of operations of
     High Tech and  Professional  Programmers,  Inc. until the dates of disposal
     (see  Note  7).  All  significant   intercompany   transactions  have  been
     eliminated.

     Cash and Cash Equivalents

     The  Company   considers  all  highly  liquid   investments  with  original
     maturities of three months or less to be cash equivalents.


                                      F-7
<PAGE>

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Investments

     The  Company   classifies  its  investment   securities  in  one  of  three
     categories:  trading,  available  for sale,  or held to  maturity.  Trading
     securities are bought and held  principally for the purpose of selling them
     in the near  term.  Held-to-maturity  are  those  securities  in which  the
     Company has the ability and intent to hold the security until maturity. All
     other securities not included in trading or held-to-maturity are classified
     as  available  for sale.  Trading and  available  for sale  securities  are
     recorded  at  fair  value.  Held-to-maturity  securities  are  recorded  at
     amortized costs, adjusted for the amortization or accretion of premiums and
     discounts.  Investment  securities at December 31, 1998 and 1997 consist of
     common stocks, which are classified as trading.

     Unrealized  holding  gains and  losses,  net of the  related  tax effect on
     trading  securities,  are included in earnings.  Realized  gains and losses
     from  the  sale  of  trading   securities  are  determined  on  a  specific
     identification  basis.  Dividend and interest  income are  recognized  when
     earned.

     Property and Equipment

     Property and equipment are stated at cost.  Depreciation  is computed using
     the  straight-line  method over the  estimated  useful lives of the assets.
     Gain or loss on disposition of assets is recognized currently.  Repairs and
     maintenance  which do not  extend  the lives of the  respective  assets are
     charged to expense as  incurred.  Major  replacements  or  betterments  are
     capitalized and depreciated over the remaining useful lives of the assets.

     Concentrations of Credit Risk

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations  of credit risk are cash and cash  equivalents.  The Company
     maintains  deposit  balances at financial  institutions  that, from time to
     time during the year,  may exceed  federally  insured  limits.  The Company
     maintains its cash with a financial  institution which the Company believes
     limits these risks. At December 31, 1998, the Company did not have deposits
     in excess of federally insured limits.

     Income Taxes

     The Company  accounts  for its income  taxes using  Statement  of Financial
     Accounting  Standards  (SFAS) No. 109,  Accounting for Income Taxes,  which
     requires  the  recognition  of  deferred  tax  liabilities  and  assets for
     expected  future tax  consequences of events that have been included in the
     financial  statements  or tax  returns.  Under this  method,  deferred  tax
     liabilities and assets are determined  based on the difference  between the
     financial  statement and tax bases of assets and liabilities  using enacted
     tax rates in effect for the year in which the  differences  are expected to
     reverse.

                                      F-8
<PAGE>

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Advertising Costs

     Advertising costs are expensed as incurred.  Advertising costs incurred for
     the years ended December 31, 1998, 1997 and 1996 were not material.

     Stock-Based Compensation

     The Company has elected to follow  Accounting  Principles Board Opinion No.
     25,  "Accounting for Stock Issued to Employees" ("APB No. 25"), and related
     interpretations,  in accounting  for its employee stock options rather than
     the alternative fair value accounting allowed by SFAS No. 123,  "Accounting
     for Stock-Based  Compensation."  APB No. 25 provides that the  compensation
     expense relative to the Company's  employee stock options is measured based
     on the intrinsic value of the stock option. SFAS No. 123 requires companies
     that continue to follow APB No. 25 to provide a pro-forma disclosure of the
     impact of applying the fair value method of SFAS No. 123.

     The Company  follows SFAS No. 123 in accounting for stock options issued to
     non-employees.

     Net Income (Loss) Per Common Share

     Basic net income  (loss) per common share has been computed by dividing net
     income (loss) by the weighted average shares outstanding.  Diluted loss per
     common  share has not been  presented  since in 1998,  the effect of common
     share equivalents would be anti-dilutive,  and in 1997 and 1996, the effect
     of the common share equivalents was not material.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the amounts  reported in the financial  statements
     and  accompanying  disclosures.  Although  these  estimates  are  based  on
     management's  knowledge of current  events and actions it may  undertake in
     the future, they may ultimately differ from actual results.

     Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
     "Reporting  Comprehensive  Income" and No. 131, "Disclosures About Segments
     of an  Enterprise  and  Related  Information".  SFAS  No.  130  establishes
     standards for reporting and displaying comprehensive income, its components
     and accumulated  balances.  SFAS No. 131 establishes  standards for the way
     that public companies report information about operating segments in annual
     financial  statements and requires reporting of selected  information about
     operating  segments in interim  financial  statements issued to the public.
     Both SFAS No.  130 and SFAS No. 131 are  effective  for  periods  beginning
     after December 15, 1997. The Company adopted these new accounting standards
     in 1998,  and  their  adoption  had no effect  on the  Company's  financial
     statements and disclosures.

                                      F-9
<PAGE>

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recent Accounting Pronouncements (Continued)

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative  Instruments and Hedging  Activities".  SFAS No.
     133 requires  companies to recognize  all  derivatives  contracts as either
     assets or  liabilities  in the  balance  sheet and to measure  them at fair
     value.  If certain  conditions  are met, a derivative  may be  specifically
     designated as a hedge, the objective of which is to match the timing of the
     gain or loss recognition on the hedging  derivative with the recognition of
     (i) the changes in the fair value of the hedged asset or liability that are
     attributable  to the hedged risk or (ii) the earnings  effect of the hedged
     forecasted  transaction.  For a  derivative  not  designated  as a  hedging
     instrument,  the gain or loss is  recognized  in  income  in the  period of
     change.  On June 30, 1999,  the FASB issued SFAS No. 137,  "Accounting  for
     Derivative  Instruments and Hedging  Activities - Deferral of the Effective
     Date of FASB Statement No. 133." SFAS No. 133 as amended by SFAS No. 137 is
     effective for all fiscal  quarters of fiscal years beginning after June 15,
     2000.

     Historically,  the Company has not entered  into  derivatives  contracts to
     hedge existing risks or for speculative purposes.  Accordingly, the Company
     does not expect  adoption of this standard on January 1, 2001 to affect its
     financial statements.


NOTE 2.  SIGNIFICANT RISKS AND UNCERTAINTIES

     Going Concern Considerations

     The  accompanying  financial  statements  have been presented in accordance
     with generally accepted accounting principles,  which assume the continuity
     of the Company as a going concern.

     As reflected in the financial  statements,  the Company incurred a net loss
     of  approximately  $999,000 for the year ended  December 31, 1998,  and the
     financial  position  reflects a stockholders'  deficiency of  approximately
     $415,000 as of December 31, 1998. During 1999, the Company discontinued all
     of its business  operations and surrendered all of its remaining  assets to
     First Capital  Services,  Inc., (First Capital) an entity related by common
     control and ownership,  in settlement of outstanding loans payable, in lieu
     of foreclosure.

     As discussed  below,  the Company is the  defendant  in several  matters of
     pending  litigation  resulting from various  components of the discontinued
     operations,  the ultimate outcome of which is not presently  susceptible to
     reasonable measurement or estimation.

                                      F-10
<PAGE>


NOTE 2.  SIGNIFICANT RISKS AND UNCERTAINTIES (Continued)

     Going Concern Considerations (Continued)

     Management's plans with regard to these matters include the following:

     In January  2000,  the Company  entered  into a letter of intent to acquire
     100% of Union IPO  Corporation  ("Union  IPO"),  a Nevada  corporation,  in
     exchange for 15,000,000 shares of the Company's common stock.  Union IPO is
     an  investment  firm  targeting  labor  resources and  union-based  venture
     capital, and promoting  union-friendly  technology companies. In connection
     with the Union IPO acquisition, a majority of the stockholders has approved
     a name change to Union IPO, Inc.

     The Company  expects  that from time to time in the future,  they will have
     opportunities  to  invest  or  participate  in  ventures  outside  of,  but
     connected to, the core businesses.  The Company's  management will evaluate
     any  such  opportunities  and,  where  they  deem  the  potential  of  such
     opportunities  to merit  participation  or investment,  they may enter into
     additional ventures outside of the core business.

     The eventual  success of management's  plans cannot be ascertained with any
     degree of certainty.

     Pending Litigation

     The  Company is  involved  in several  matters  of  pending  litigation  as
     follows:

     In October 1999, Odyssey Marine Exploration,  Inc.  ("Odyssey")  obtained a
     default judgment against the Company in the approximate  amount of $340,000
     in  connection  with its claims  that the Company  allegedly  had failed to
     recognize the put options set forth in the Artifact purchase agreement (see
     Note  3).  Thereafter,  the CEO  negotiated  and  personally  guaranteed  a
     forbearance  agreement which provided that Odyssey would not execute on the
     judgment  and would  transfer  their common stock of the Company to the CEO
     provided  that the CEO and/or the Company made weekly  payments of $25,000.
     After the CEO paid  approximately  $100,000,  the Company  defaulted on the
     remainder  of the  weekly  payments,  and  the CEO and  Odyssey  reached  a
     subsequent  oral  agreement  which  provided  that  Odyssey keep all of its
     shares  of the  Company's  common  stock,  provided  such  shares  are free
     trading, in consideration of the sum of $45,000.  The CEO had agreed to pay
     this amount  personally as he had already  received  480,000  shares of the
     Company's  common  stock from  Odyssey  pursuant  to the first  forbearance
     agreement.

     The lessor of the  casino  cruise  ship  filed a claim to enforce  the full
     terms of the lease,  including  payment  of late fees and  costs,  alleging
     damages in excess of $1,000,000. The Company intends to defend the claim to
     its full ability and pursue all  counterclaims  against the lessor that are
     available.

                                      F-11
<PAGE>

NOTE 2.  SIGNIFICANT RISKS AND UNCERTAINTIES (Continued)

     Pending Litigation (Continued)

     In 1999, the lessor of the berth filed a claim to enforce the full terms of
     the lease  including  fees and costs.  The  lessor  has  received a default
     judgment in the amount of $130,000.

     In March 2000, the Company was named as a defendant in litigation  filed by
     an entity which performed services on the casino cruse ship. The litigation
     is seeking  payment in full of all  charges  as yet  unpaid,  approximately
     $20,000, plus costs. The Company is attempting to negotiate a settlement.

     Summary

     The conditions  described above regarding going concern  considerations and
     pending litigation raise substantial doubt as to the ability of the Company
     to continue as a going concern.  The  accompanying  consolidated  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of these significant risks and uncertainties.


NOTE 3.  DISCONTINUED OPERATIONS

     Abandoned Acquisition of Business

     On  September  10,  1997,  the Company  entered  into a Letter of Intent to
     acquire all of the  outstanding  capital  stock of Michael's  International
     Treasure Jewelry,  Inc.  (Michael's),  a privately-held  corporation.  This
     entity  is  affiliated  to  the  Company  by  virtue  of  common  principal
     stockholders.  Michael's  operates  retail  jewelry stores in Miami and Key
     West. The stores  specialize in the sale of jewelry  designed with coins of
     antiquity.

     The  terms  of  this  Letter  of  Intent  specified  a  purchase  price  of
     $3,500,000,  consisting  of $350,000  cash and  $3,150,000 of the Company's
     authorized,  but previously  unissued,  restricted common stock. A total of
     8,200,989  shares  were  anticipated  to be issued in  connection  with the
     acquisition.

     During the third quarter of 1998,  the Company  concluded  that the planned
     acquisition  of  Michael's  was not  feasible  and  canceled  the Letter of
     Intent.  All costs  incurred in connection  with this proposed  acquisition
     have been charged to operations in the accompanying financial statements.

     Acquisition and Partial Sale of Artifacts

     On October 1, 1997,  the  Company  entered  into a one year  Lease/Purchase
     Agreement with Seahawk Deep Ocean  Technology,  Inc. (Lessor) and Michael's
     (Co-Lessee)   for  the  "Dry  Tortugas   Treasure"  (the   Treasure).   The
     Lease/Purchase  Agreement  obligated  Seahawk to lease the  Treasure to the
     Co-Lessees for a term of one year.  The lease provided for quarterly  lease
     payments of $67,500.

                                      F-12
<PAGE>

NOTE 3.  DISCONTINUED OPERATIONS (Continued)

     Acquisition and Partial Sale of Artifacts (Continued)

     It was the  Company's  intention  to display  these  artifacts at Michael's
     flagship store in Key West, Florida.

     On March 19,  1998,  the  Company  exercised  its  option to  purchase  the
     Treasure.  Consideration  named in the  agreement  amounted to  $2,497,500,
     comprised  of  $682,500  cash  payments,  a  $200,000  promissory  note and
     9,500,000  shares of the  Company's  restricted  common stock valued by the
     buyer  and  seller  at  $1,615,000.  The  Company  retained  the  right  to
     repurchase up to 8,000,000 shares of the restricted  common stock at prices
     ranging  from  $.135 to $.15  per  share.  The  repurchase  option  expired
     unexercised on June 10, 1998.

     The Company granted the artifacts seller a one year right, commencing March
     19, 1999,  to put all or any of the 9,500,000  shares of restricted  common
     stock to the  Company at per share  prices  ranging  from $.085 to $.17 per
     share.

     Subsequent  to March 19, 1999,  substantially  all the  outstanding  shares
     pursuant to this  agreement  were put to the Company at a per share cost of
     $.17 (see Note 2). As a result of this action,  the amount  related to this
     put option  ($1,615,000) has been reflected in the  accompanying  financial
     statements as a liability (estimated liability related to put option).

     Substantially all cash required to purchase the artifacts was borrowed from
     entities  affiliated  by common  control  and  ownership  (see Note 4). The
     artifacts were pledged as collateral for the resulting notes payable.

     On December 31, 1998, the Company sold a portion of the artifact collection
     to an  unrelated  third  party ("the  Purchaser")  in  consideration  for a
     $750,000  note  receivable.  The note bore interest at 12% and was due June
     30,  1999.  On December  31,  1998,  the  Purchaser  entered  into a credit
     arrangement with First Capital,  an entity related to the Company by common
     control. First Capital, which is in the business of asset-based lending and
     factoring,  agreed to lend the Purchaser  $750,000 and accept the artifacts
     purchased as  collateral.  First Capital then paid the Company  pursuant to
     the  terms  of the  note  receivable  with  the  Purchaser.  The  Purchaser
     subsequently defaulted on its obligation to First Capital and First Capital
     accepted the artifacts in lieu of foreclosure.

     Due to the  fact  that  the cost of the  artifacts  sold  was not  reliably
     determinable,  this transaction has been accounted for on the cost recovery
     method,  whereby  the cost has been  reduced by the  amount of the  selling
     price,  and no  gain  or  loss  has  been  recognized  in the  accompanying
     financial  statements in  connection  with the partial sale of the artifact
     collection.

     During 1999, the Company  defaulted on its obligation to First Capital and,
     on December 31, 1999, entered into an agreement with First Capital, whereby
     First  Capital  accepted  the  remaining  artifact  collection  in  lieu of
     foreclosure (see Note 4).

                                      F-13
<PAGE>

NOTE 3.  DISCONTINUED OPERATIONS (Continued)

     Gaming Operations

     Lease of Casino Cruise Ship

     On October 30, 1998,  the Company  entered  into a one-year  lease/purchase
     option for a casino cruise ship. The lease  payments were $80,000  monthly,
     payable quarterly,  in advance. At the lease signing, a maintenance reserve
     of $50,000 was to be established by the Company.  In addition,  the Company
     was to reimburse the lessor for monthly  insurance,  taxes,  crew costs and
     other running expenses.  The  lease/purchase  option contained an option to
     purchase  the  vessel at any time  prior to the end of the  lease  term for
     $6,000,000.  Fifty percent of all lease  payments paid would be credited to
     the  purchase  price.  The lease  was  personally  guaranteed  by the Chief
     Executive  Officer  and  major  stockholder  of the  Company.  The  Company
     intended to operate the casino  cruise ship as a floating  gambling  casino
     and restaurant, sailing from Miami, Florida.

     The Company funded the entry into casino cruise ship operations,  including
     initial  payments  pursuant to the lease purchase  option,  with additional
     borrowings from entities affiliated by common control and ownership.

     The ship had its maiden voyage with customers in January 1999. During 1999,
     the Company was not able to operate the casino  facility with positive cash
     flow and, as a result,  was not able to comply with the terms of the lease;
     therefore, the lessor took possession of the boat.

     In October 1999, the lessor instituted  litigation  seeking full payment of
     all unpaid  amounts plus  damages  pursuant to the lease  purchase  option,
     which the litigation alleges is in excess of $1,000,000 (see Note 2).

     Berth and Lease Agreement

     On December 7, 1998, the Company  entered into a berth and lease  agreement
     for a term of twelve months.  The lease provided berth space for the casino
     cruise ship,  together  with office  space,  to be used for  ticketing  and
     reservations.  The monthly  rent was $12,000,  plus $1.00 per  passenger in
     excess of 7,500 passengers per month.

     In June 1999, the lessor instituted litigation (see Note 2) seeking payment
     under the lease of all unpaid  amounts  plus  damages.  The Company has not
     made the lease payments called for in the lease commencing with April 1999.
     The  Company  vacated  the space  May 1,  1999.  The  lessor,  pursuant  to
     litigation, received a default judgment in the amount of $130,000.

                                      F-14
<PAGE>

NOTE 3.  DISCONTINUED OPERATIONS (Continued)

     Gaming Operations (Continued)

     Acquisition of Adult Gaming Complex

     In December 1998, the Company  acquired the assets of a newly  constructed,
     at that time unopened,  adult gaming complex in exchange for the assumption
     of $750,000 of debt and the issuance of 1,500,000  shares of Company common
     stock.  The debt  that was  assumed  was owed to First  Capital,  a related
     party, and was collateralized by all assets of the adult gaming complex.

     The Company entered into a verbal  management  agreement with the seller to
     operate the adult gaming complex on the Company's  behalf in exchange for a
     fee. In 1999,  the Company  entered  into a settlement  agreement  with the
     management  company,  whereby  the  Company  was to  pay  $80,000  in  full
     settlement of all obligations under the previous verbal agreement,  and the
     management  company was to vacate the  premises.  In  September  1999,  the
     Company paid $25,000 pursuant to this agreement; $55,000 remained unpaid.

     In December 1999, the Company  determined that the adult gaming complex was
     not a viable business operation and closed the facility permanently.

     On December 15, 1999, the Company  surrendered all remaining  assets of the
     adult gaming  complex to First Capital in settlement in lieu of foreclosure
     of all  amounts due under the note  payable  assigned to the Company in the
     purchase.

     Lease Assignment - Adult Gaming Complex

     In connection with the acquisition of the adult gaming complex, the Company
     accepted  assignment  of the lease for the facility  which the adult gaming
     complex  occupied.  The lease was for a term of 2 years and  provided for a
     monthly rent of $6,500.  In October 1999, the Company  vacated the premises
     and ceased making lease payments. The landlord has made no claim for unpaid
     rent.

     Summary

     During 1999, the Company surrendered, in lieu of foreclosure, all assets in
     connection  with the gaming  operations,  and the  artifacts  acquired,  in
     settlement of outstanding  principal and interest due to First Capital,  an
     affiliate (see Note 4).

     Consequently,  the  results of  operations  and  estimated  operating  loss
     through  the date of  disposal  relating  to  these  operations  have  been
     presented as  discontinued  operations  in the  accompanying  statements of
     operations.

                                      F-15
<PAGE>

NOTE 3.  DISCONTINUED OPERATIONS (Continued)

     Summary (Continued)

     The  following  represents  the  summarized  results of  operations  of the
     discontinued operations for the year ended December 31, 1998.

                 Revenue                                            $   750,000
                 Expenses                                             1,535,592
                                                                     -----------
                 Income tax benefit                                     290,000
                                                                     -----------
                 Loss from operations of discontinued operations    $  (495,592)
                                                                     ===========

NOTE 4.  RELATED PARTY TRANSACTIONS

     Related Party Loans

     The Company has secured  financing for its  operations  primarily  from the
     following  two  parties who are related to the Company by means of a common
     controlling stockholder:

                                                  Approximate Principal Balance,
                                                        December 31, 1998
                                                  ------------------------------
                First Capital Services, Inc.
                (First Capital)                            $1,882,000
                First Consolidated Financial Corp.
                (First Consolidated)                          289,000
                                                            ---------
                                                           $2,171,000
                                                            =========

     First Capital has provided  primary  financing with total  outstanding loan
     amounts at December 31, 1998 of  approximately  $1,882,000.  First  Capital
     loaned  funds to the  Company  pursuant to a master  loan  agreement  for a
     maximum of $2,000,000,  which provided for interest  payable monthly at 12%
     and  principal  repayment on December 1, 2000.  The loan was secured by all
     the Company's  assets  including the  artifacts.  In addition,  the Company
     accepted  assignment of a loan in the amount of $750,000 in connection with
     the purchase of the adult gaming complex. This note earned interest at 12%,
     payable  monthly,  with the principal due on February 16, 2000 and was owed
     to First  Capital.  This note was  secured  by all the  assets of the adult
     gaming complex.

     Both of these  notes  were  satisfied  in full in  December  1999  with the
     surrender of collateral in lieu of foreclosure.

     First  Consolidated  provided  financing in the amount of $289,000  through
     December 31, 1998. First  Consolidated is a major  stockholder and is owned
     by the Company's Chief  Executive  Officer during 1998. The loan was due on
     demand, bears interest at 12% and is uncollateralized.

                                      F-16
<PAGE>


NOTE 4.  RELATED PARTY TRANSACTIONS (Continued)

     Related Party Transactions

     The Company entered into the following  transactions  with various entities
     and  individuals  affiliated  by  virtue  of  common  management  or  stock
     ownership:

                                                     1998      1997       1996
                                                     ----      ----       ----
         Consulting and professional fees          $30,000   $69,065    $43,525
         Office administration                           -    12,848     15,300
         Rent expense                                    -    12,600     16,200
         Interest expense                           98,692         -          -
         Loss on sale of subsidiary                      -     5,988          -
         Interest income - invested with affiliates      -    (3,849)         -

     Consulting Agreement

     On October 1, 1997,  the Company  entered into a consulting  agreement with
     First Consolidated Financial Corp., a major stockholder, which provided for
     annual  compensation of $120,000 per annum. In May 1998, this agreement was
     amended to provide for annual  compensation  of $60,000.  In December 1998,
     1,500,000  shares of common stock were issued to the Company  president and
     First  Consolidated's  majority  stockholder  in  full  payment  of  unpaid
     consulting  fees due under  this  agreement,  as well as  compensation  for
     services  provided in connection  with the  acquisition of the adult gaming
     complex and the personal guarantee of the casino ship lease.


NOTE 5.  COMMITMENTS

     Facilities Lease

     In February  1999, the Company  entered into a lease for office  facilities
     for a term of three years.  The average  monthly rent is $2,425 for a total
     of $87,297 over the three year period.  In August 1999, the Company vacated
     the space.

     Employment Agreement

     On January 4, 1999, the Company  entered into an employment  agreement with
     the Chief  Executive  Officer  who also served as  President/director.  The
     agreement,  which was for a three-year  term, and provided for, among other
     things,  annual compensation  ranging from $100,000 to $150,000,  customary
     employee  benefits  and  twelve  months  severance  upon  termination.   In
     addition,  the  agreement  provides for the  issuance of 200,000  shares of
     Company  common stock and  immediately  vesting  stock  options to purchase
     Company  common  stock at $.23 per  share.  In June 1999,  this  employment
     agreement was terminated.  The employee has filed litigation and is seeking
     damages.
                                      F-17
<PAGE>


NOTE 6.  MARKETABLE SECURITIES

                                                         1998           1997
                                                        ------         ------
           Cost                                        $40,180        $40,180
           Unrealized loss                             (20,627)       (24,037)
                                                       --------       --------
           Market value                                $19,553        $16,143
                                                       ========       ========

NOTE 7.  TRANSACTIONS WITH SUBSIDIARIES

     Investment In and Sale of Unconsolidated Subsidiary

     At December 31, 1996,  the Company  owned a 27.7%  interest in  Corrections
     Services,  Inc. ("CSI").  The investment was accounted for using the equity
     method for recognizing income or loss from its investment.

     On July 28, 1997, the Company received  2,000,000  additional shares of CSI
     authorized,  but previously  unissued  restricted Common Stock, in exchange
     for the sale of its  entire  investment  in  High-Tech  Leasing,  Inc.  The
     estimated  fair value of the common shares  received  amounted to $731,000.
     The Company  reported a loss on the  disposition of Hi-Tech  Leasing,  Inc.
     amounting to $5,988 as reflected in the accompanying consolidated statement
     of operations for the year ended December 31, 1997. The Company's  earnings
     and cash flows reflect the operations of Hi-Tech Leasing, Inc. through July
     28, 1997.

     On August  28,  1997,  the  Company  distributed  substantially  all of its
     investment in CSI to the Company's stockholders. The Company's stockholders
     received .17 shares of CSI common stock for each share held.  No fractional
     shares  were  issued  and no cash  was  distributed  in lieu of  fractional
     shares.  One full  share  of CSI  common  stock  was  distributed  for each
     fractional  share  remaining.  The  distribution  of CSI  common  stock was
     reflected  as a dividend in the  accompanying  statement  of  stockholders'
     equity.

     CSI was affiliated to the Company during 1997 and 1996 through officers and
     directors and principal stockholders in common.

     Transfer of Wholly-Owned Subsidiary

     On  September  30,  1997,  the  Company  settled  an  obligation  owing  to
     Corrections  Services,  Inc., an affiliate,  with the assignment of 100% of
     its investment  interest in  Professional  Programmers,  Inc., an inactive,
     wholly-owned  subsidiary.  The  estimated  fair  value  of  the  investment
     transferred amounted to $16,152.

                                      F-18
<PAGE>

NOTE 8.  PROPERTY AND EQUIPMENT
                                                                    1998
                                                                   ------
          Artifacts                                             $1,747,500
          Adult gaming facility                                    952,500
                                                                ----------
                                                                $2,700,000
                                                                ==========

     No  depreciation  has been  provided,  as these  assets  were not placed in
     service until 1999.  All assets were  surrendered in lieu of foreclosure as
     of December 31, 1999 in  settlement  of amounts owed to First  Capital (see
     Notes 3 and 4).


NOTE 9.  INCOME TAXES

     The Company  accounts for income taxes under the provisions of Statement of
     Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.
     SFAS No. 109 is an asset and  liability  approach  for  computing  deferred
     income taxes.

     A  reconciliation  of income tax computed at the statutory  federal rate to
     income tax expense (benefit) is as follows:
<TABLE>

                                                                            1998       1997       1996
                                                                           ------     ------     ------
            <S>                                                         <C>          <C>         <C>

            Tax provision at the statutory rate                          $(368,000)  $  3,052    $24,078
            State income taxes, net of federal income tax                        -          -      1,325
            Benefit of net operating loss carryforward                           -    (15,644)         -
            Change in valuation allowance                                  368,000          -          -
                                                                         ----------  ---------  ---------
                                                                         $       -   $(12,592)   $25,403
                                                                         ==========  =========  =========


         The components of current tax expense (benefit) are as follows:
            Continuing operations                                        $ 290,000   $(12,592)   $25,403
            Discontinued operations                                       (290,000)         -         -
                                                                         ----------  ---------  ---------
               Income tax expense                                        $       -   $(12,592)   $25,403
                                                                         ==========  =========  =========
</TABLE>

     The net tax effects of temporary differences between the carrying amount of
     assets and  liabilities  for financial  reporting  purposes and the amounts
     used for income tax  purposes  are  reflected  in  deferred  income  taxes.
     Significant  components of the Company's deferred tax assets as of December
     31, 1998 and 1997 are as follows:

                                                              1998        1997
                                                             ------      ------
             Net operating loss carryforward               $386,000    $ 16,000
             Allowance for market value of investments        7,000       9,000
             Less valuation allowance                      (393,000)    (25,000)
                                                           ---------    --------
                Net deferred tax asset                     $      -    $      -
                                                           =========    ========

     As of December  31,  1998,  sufficient  uncertainty  exists  regarding  the
     realizability  of  these  deferred  tax  assets  and,  accordingly,  a 100%
     valuation allowance has been established.

                                      F-19
<PAGE>

NOTE 9.  INCOME TAXES (Continued)

     At December 31, 1998, the Company had net operating loss  carryforwards for
     federal  income tax  purposes  of  approximately  $1,044,000  which  expire
     through 2018.

     In  accordance  with  certain  provisions  of the Tax Reform Act of 1986, a
     change in  ownership of greater  than 50% of a  corporation  within a three
     year period will place an annual limitation on the corporation's ability to
     utilize its existing tax benefit carryforwards.  Such a change in ownership
     may have  occurred  in 1998.  As a  result,  based  upon the  amount of the
     taxable loss incurred to December 31, 1997,  the Company  estimates that an
     annual  limitation  may  apply  to the net  operating  loss  carry  forward
     existing as of that date  ($45,000).  The Company's  utilization of its tax
     benefit  carryforwards may be further restricted in the event of subsequent
     changes in the ownership of the Company.


NOTE 10. DIVIDEND DISTRIBUTIONS

     On August 6, 1996,  the Board of  Directors  of the Company  declared a 10%
     stock dividend of the  outstanding  common stock of the Company.  The stock
     dividend was paid on September  24, 1996 to all  stockholders  of record at
     the close of business on August 23, 1996.

     As more fully described in Note 7 to the financial statements,  the Company
     distributed 2,803,446 shares of CSI restricted common stock to shareholders
     of record on August  26,  1997.  The  estimated  fair  market  value of the
     securities amounted to $864,263.


NOTE 11. SUBSEQUENT EVENT

     In January  2000,  the Company  entered  into a letter of intent to acquire
     100% of Union IPO  Corporation  ("Union  IPO"),  a Nevada  corporation,  in
     exchange for 15,000,000 shares of the Company's common stock.  Union IPO is
     an  investment  firm  targeting  labor  resources and  union-based  venture
     capital, and promoting  union-friendly  technology companies. In connection
     with the  Union  IPO  acquisition,  a  majority  of the  stockholders  have
     approved a name change to Union IPO, Inc.

                                      F-20