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, 1999

[ ]  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....................................   9

PART III

         ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
                  REGISTRANT..............................................   9
         ITEM 11. EXECUTIVE COMPENSATION..................................  10
         ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT...................................  11
         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. On September 10,
1997, we entered a letter of intent to acquire an affiliated company,  Michael's
International  Treasure Jewelry, Inc.  ("Michaels");  and shortly thereafter 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,  and an option to purchase the vessel for  $6,000,000.  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

     Our  marketing  costs in 1999 totaled  $85,000 and  consisted  primarily of
expenses for promotional information relating to the gambling operations.  Other
than the short  lived  operations  of the El Dorado  Casino  cruise ship and the
operation of the adult gaming  facility,  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 expects 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  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,  Mr.  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 the Company's
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 (berthing space) 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 a
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,  in August and
October  1999  respectively  we vacated  the Boca Raton  office  space and adult
gaming premises, and ceased making lease payments. 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.  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  until  October  1999;  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 and 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

     No  matters  were  submitted  to a vote of the  security  holders  in 1999;
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.
<TABLE>

                                                           Bid Price             Asked Price

                                                        High        Low      High          Low
                                                       ------      -----    ------        -----
<S>                                                   <C>         <C>       <C>          <C>

Calendar Year 1999

         Fourth Quarter..............................  $.31        $.08       .34          .06
         Third Quarter...............................   .40         .06       .43          .09
         Second Quarter..............................   .25         .09       .28          .12
         First Quarter...............................   .34         .18       .38          .25

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
</TABLE>

     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.

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.

                                       4
<PAGE>

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,
1995,  1996,  1997,  1998 and  1999  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,
                                             ----------------------------------------------------------------
                                               1995         1996            1997         1998          1999
                                             --------      ------         --------     --------      --------
<S>                                        <C>            <C>            <C>           <C>           <C>

Income Statement Data:
Revenues................................   $   99,710    $  227,902     $  144,283    $   5,345    $   (9,453)
General and Administrative Expenses.....       91,595       169,509        130,047      218,899       598,723
Net income (loss).......................        1,498        59,443         20,840     (999,146)   (2,071,642)
Net income (loss) per share ............   $      0.0    $      0.0     $      0.0    $    (.04)   $     (.07)
Weighted average shares
   outstanding .........................   14,224,096    14,847,281     16,437,088   23,648,920    28,990,756

Balance Sheet Data:
Total assets............................      920,910     1,063,919        195,938    3,471,597        21,261
Total liabilities.......................       40,810        51,673         17,083    3,886,888     1,937,601
</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

     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. 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 Ended December 31, 1999 Compared to Year Ended December 31, 1998

     Revenues.  Net revenues decreased by $14,798 from $5,345 for the year ended
December 31, 1998 to $(9,453) for the year ended December 31, 1999. Realized and
unrealized gain in investments in marketable securities decreased by 393.5% from
$3,410  in 1998 to a loss of  $10,009  in  1999.  The  loss on  investments  was
attributable to a decline in the market price.

     General and administrative  expenses.  General and  administrative  expense
increased by $379,824 or 173.5% from  $218,899 in 1998 to $598,723 in 1999.  The
increase in general and  administrative  expenses was primarily  attributable to
increased costs incurred in connection with operations of the casino cruise ship
and land based casino.

     Losses  from  Continuing  Operations.  Losses  from  continuing  operations
totaled  $1,149,176,  for the year ended  December  31,  1999,  an  increase  of
$645,622  or 184.8%  from  losses of  $503,554  during  1998.  This  increase is
primarily attributable to increased interest expense and salary expense.

     Losses from  Discontinued  Operations.  In 1998 we  abandoned  our intended
acquisition  of  Michaels  International  Treasure  Jewelry  Inc.,  and began to
liquidate our investment of Artifacts.  In 1999 we ceased operations  related to
the casino  operations,  and sold a portion of the Artifacts  for $750,000.  The
revenue and related costs are included in discontinued  operations.  Losses from
discontinued  operations  totaled  $1,281,983  for the year ending  December 31,
1999,  compared to losses of $785,592 for the year ended  December 31, 1998. The
losses in 1999 are  attributable  to revenues of $287,000  which were offset by:
direct  costs of  $64,000;  maintenance  charges for the cruise ship of $77,000;
lease and berth space costs of $379,000 and accounting for a default judgment of
$130,000  pursuant  to claims  relating to  berthing  space of our casino  ship;
settlement  of a  lawsuit  involving  claims  for  outstanding  management  fees
relating to the operation of the adult gaming facility in the amount of $80,000;
wages and  subcontracting  fees of $391,000;  payroll tax of $34,000;  marketing
costs of $85,000;  and depreciation of $39,000; and other miscellaneous costs of
$289,000.  During  the  year  ended  December  31,  1999,  we also had a loss on
disposal  of  discontinued  operations  of  $181,483.  We recorded an income tax
benefit of $541,000 in connection with losses from discontinued operations. As a
result,  we had a net loss of  $2,071,642 in 1999 compared to a loss of $999,146
in 1998.

                                       6
<PAGE>

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

     Revenues. Total revenues decreased by approximately 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  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  $213,554,  for the year ended December 31, 1998 , an increase of 1,600%
from income of $14,236 during 1997.  This increase 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 began to
liquidate our investment of Artifacts.  In 1999 we ceased operations  related to
the casino  operations,  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 $785,592, 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.

Liquidity and Capital Resources

     At December 31, 1999, we had a working  capital deficit of $1,923,962 and a
cash balance of $4,095.  This compares to working  capital deficit of $3,115,791
and a cash balance of $1,544 at December 31, 1998.  At December 31, 1999, we had
current  assets of $13,639 as compared to $771,097 at December 31,  1998;  total
assets of $21,261 at December 31, 1999 as compared to $3,471,597 at December 31,
1998;  current and total  liabilities  of  $1,937,601  at  December  31, 1999 as
compared  to  $3,886,888  at  December  31,  1998;  and a negative  net worth of
$1,916,340  at December 31, 1999 as compared to a negative net worth of $415,291
at December 31, 1998. The decrease in assets was  principally  the result of the
surrender  of  collateral  in lieu  of  foreclosure,  and a  decrease  in  notes
receivable  of $750,000 from the purchaser of the Artifacts and the recording of
net assets for discontinued operations.

     During the year ended  December  31,  1999,  we had an increase in cash and
cash  equivalents  of $2,551,  from $1,544 to $4,095.  This increase in cash was
principally due to collections of $750,000 of notes  receivables,  loans from an
affiliate  of  $113,400,  offset by cash used in losses  from  operations.  As a
result of the loss incurred in 1999,  operating activities used $860,932 in cash
during 1999 as compared to $321,001 during 1998.

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

     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;  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 a note receivable of
$750,000 from the purchaser of the Artifacts and the recording of net assets for
discontinued operations.

                                       7
<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.

Subsequent Events

     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.
While there can be no assurance  that we will not  encounter  an  insurmountable
obstacle to successful completion of the Union IPO acquisition,  we believe that
we will be able to do so during 2000.

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.

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.

                                       8
<PAGE>

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.

     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 1999.  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.

                                       9
<PAGE>

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, 1999 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.....................  1999           0              0             (1)                   0
  President........................  1998           0              0             (1)                   0
                                     1997           0              0             (1)                   0

Lee Summers........................  1999           0              0             (2)                 (2)
  Chief Executive Officer .........  1998           0              0             (2)                 (2)


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

Diane Aquino.......................  1997       7,500              0               0                   0
  Former Secretary and Treasurer
</TABLE>

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

(1)  In 1997, 1998, and 1999 First Consolidated  Financial Corp. earned $30,000,
     $60,000  and $0  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.

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, 1999 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.


                                       10
<PAGE>


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

<TABLE>

                                 Base Period      December    December    December     December   December
                              December 31 1994    31 1995     31 1996     31 1997      31 1998    31 1999
                              ----------------    --------    --------    --------     --------   --------
<S>                           <C>                 <C>         <C>         <C>          <C>        <C>

Treasure & Exhibits                 100            104.17      300.00      300.00       50.00      133.33
Nasdaq Composite Index              100            141.33      173.89      213.07      300.25      542.43
Nasdaq Non-Financial Index          100            139.26      169.16      198.09      290.32      559.35
</TABLE>


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.
<TABLE>

     Name and Address                         Amount and Nature of
    of Beneficial Owner                      Beneficial Ownership (1)     Percent of Class
   ----------------------                   -------------------------     ----------------
<S>                                         <C>                           <C>

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%

</TABLE>
----------------------------

(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.

                                       11
<PAGE>
<TABLE>

     Name and Address                      Amount and Nature of
   of Beneficial Owner                    Beneficial Ownership (1)     Percent of Class
  ----------------------                 --------------------------   -------------------
<S>                                        <C>                             <C>

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%
</TABLE>

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

(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.

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,  1998,  and 1999 First  Consolidated
Financial Corp. earned $30,000, $60,000 and $0 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 $200,000  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 the  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.

                                       12
<PAGE>

     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  Artifacts  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.

                                     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, 1999 and
                    December 31, 1998
            (iii)   Consolidated Statement of Operations for the three years
                    ending December 31, 1999, 1998 and 1997
            (iv)    Consolidated Statement of Shareholders equity for the three
                    years ended December 31, 1999, 1998 and 1997
            (v)     Consolidated Statement of Cash Flows for the three years
                    ended December 31, 1999, 1998 and 1997
            (vi)    Notes to Consolidated Financial Statements

                                       13
<PAGE>


     (2)  Financial Statement Schedules

          None

     (3)  Exhibits

          27.1 Financial Data Schedule

(b)  Reports on Form 8-K

         None

                                   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 15, 2000


                                       14
<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, 1999 and 1998.............   F-3

Consolidated Statements of Operations for the Years ended
   December 31, 1999, 1998 and 1997......................................   F-4

Consolidated Statements of Stockholders' Equity for the Years ended
   December  31, 1999, 1998 and 1997.....................................   F-5

Consolidated Statements of Cash Flows for the Years ended December
   31, 1999, 1998 and 1997...............................................   F-6

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


                                       15
<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  sheets of Treasure and
Exhibits  International,  Inc. as of December 31, 1999 and 1998, and the related
consolidated  statements of operations,  stockholders'  equity  (deficiency) and
cash flows for the years 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  audits  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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Treasure and Exhibits International,  Inc. as of December 31, 1999 and 1998, and
the results of their operations and their cash flows for the years 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  statements  of  operations  and  stockholders'
equity and cash flows for the year 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 audit.

I conducted my audit 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 audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the results of operations and cash flows for the year 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, 1999 AND 1998
<TABLE>

                                     ASSETS                             1999           1998
                                                                       ------         ------
<S>                                                              <C>              <C>

Current Assets:
   Cash and cash equivalents                                     $     4,095      $    1,544
   Investments in marketable securities                                9,544          19,553
   Note receivable                                                         0         750,000
                                                                  -----------     -----------
      Total current assets                                            13,639         771,097
Property and Equipment                                                     0       2,700,000
Other Assets                                                           7,622             500
                                                                  -----------     -----------
                                                                 $    21,261      $3,471,597
                                                                  ===========     ===========
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
   Accounts payable and accrued liabilities                      $   369,645        $100,834
   Notes and loans payable - related parties                         523,549       2,171,054
   Estimated liability related to put option                       1,044,407       1,615,000
                                                                  -----------     -----------
      Total current liabilities                                    1,937,601       3,886,888
                                                                  -----------     -----------
Commitments, Contingencies, Related Party Transactions
   and Subsequent Event                                                    0               0
Stockholders' Deficiency:
   Common stock $.0001 par value, 50,000,000 shares authorized;
      28,990,756 shares issued and outstanding                         2,899           2,899
   Additional paid-in capital                                      2,111,706       1,541,113
   Deficit                                                        (4,030,945)     (1,959,303)
                                                                  -----------     -----------
                                                                  (1,916,340)       (415,291)
                                                                  -----------     -----------
                                                                 $    21,261      $3,471,597
                                                                  ===========     ===========

</TABLE>
                                      F-3

<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>

                                                                   1999           1998           1997
                                                                  ------         ------         ------
<S>                                                            <C>            <C>            <C>

Revenue:
   Interest and dividend  income                             $      556       $   1,935      $   32,101
   Realized and unrealized gain (loss) on investments
      in marketable securities                                  (10,009)          3,410         111,578
   Direct finance lease income                                        0               0             604
                                                            ------------      ----------      ----------
                                                                 (9,453)          5,345         144,283
General and Administrative Expenses                             598,723         218,899         130,047
                                                            ------------      ----------      ----------
Income (Loss) From Continuing Operations Before
   Income Taxes                                                (608,176)       (213,554)         14,236
Income Tax (Expense) Benefit                                   (541,000)       (290,000)         12,592
                                                            ------------      ----------      ----------
Income (Loss) From Continuing Operations                     (1,149,176)       (503,554)         26,828
                                                            ------------      ----------      ----------
Discontinued Operations:
   Loss on disposal of discontinued operations,
      net of income tax benefit of $67,000                     (114,483)              0               0
   Loss from operations of discontinued operations,
      net of income tax benefit of  $474,000 and $290,000      (807,983)       (495,592)              0
   Loss on disposal of subsidiary                                     0               0          (5,988)
                                                            ------------      ----------      ----------
                                                               (922,466)       (495,592)         (5,988)
                                                            ------------      ----------      ----------
Net Income (Loss)                                           $(2,071,642)     $ (999,146)     $   20,840
                                                            ============      ==========      ==========
Net Income (Loss) Per Common Share - Basic
   and Diluted:
      Continuing operations                                 $      0.04)     $    (0.02)     $        0
      Discontinued operations                                     (0.03)          (0.02)           0.00
                                                            ------------      ----------      ----------
Net Income (Loss)                                           $     (0.07)     $    (0.04)     $     0.00
                                                            ============      ==========      ==========
Weighted Average Number of Common Shares Outstanding         28,990,756      23,648,920      16,437,088
                                                            ============     ===========     ===========

</TABLE>
                                      F-4
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>

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

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            0              0            0       10,032          10,032
   Dividend distribution                             0            0              0     (864,263)           0        (864,263)
   Net income                                        0            0              0       20,840            0          20,840
                                           ------------     ---------   -----------   ----------    ---------      -----------
Balance, December 31, 1997                  16,490,756        1,649      1,137,363     (960,157)           0         178,855
Year Ended December 31, 1998:
   Issuance of common stock to acquire:                                                                                    0
      Artifacts, net of put option           9,500,000          950           (950)           0            0               0
      Business                               1,500,000          150        202,350            0            0         202,500
   Stock issued for services                 1,500,000          150        202,350            0            0         202,500
   Net loss                                          0            0              0     (999,146)           0        (999,146)
                                           ------------     ---------   -----------   ----------    ---------      -----------

Balance, December 31, 1998                  28,990,756        2,899      1,541,113   (1,959,303)           0        (415,291)

Year Ended December 31, 1999:
   Put option waived                                 0            0        570,593            0            0         570,593
   Net loss                                          0            0              0   (2,071,642)           0      (2,071,642)
                                           ------------     ---------   -----------   ----------    ---------      -----------

Balance, December 31, 1999                  28,990,756      $ 2,899     $2,111,706  ($4,030,945)          $0     ($1,916,340)
                                           ============     =========   ===========   ==========    =========      ===========
</TABLE>

                                      F-5
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>

                                                                       1999             1998           1997
                                                                      ------           ------         ------
<S>                                                                <C>               <C>             <C>

Cash Flows from Operating Activities:
   Net income (loss)                                               ($2,071,642)      ($999,146)      $20,840
   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                887,510         395,804             0
        Depreciation                                                    51,502               0             0
        Stock issued for services                                            0         202,500             0
        Deferred income taxes                                                0               0       (11,564)
        Realized and unrealized (gain) loss on sale of
          marketable securities                                         10,009          (3,410)     (105,950)
        Loss on sale of subsidiary                                           0               0         5,988
        Changes in operating assets and liabilities:
        (Increase) decrease in:
          Accounts receivable                                                0               0         4,334
          Other assets                                                  (7,122)           (500)          143
        Increase (decrease) in:
          Accounts payable and accrued liabilities                     268,811          83,751       (23,026)
          Income taxes payable                                               0               0         3,749
        Proceeds from sale of marketable securities                          0               0       245,107
        Purchases of marketable securities                                   0               0       (76,642)
                                                                     ----------      ---------      ---------
             Net cash provided by (used in) operating activities      (860,932)       (321,001)       62,979
                                                                     ----------      ---------      ---------
Cash Flows from Investing Activities:
   Loans and advances to:
      Affiliates                                                             0        (125,000)     (160,000)
      Other                                                                  0               0        (6,500)
   Principal payments received:
      Affiliates                                                             0         125,000       193,907
      Others                                                           750,000               0        13,161
   Principal collections on direct financing leases                          0               0         2,272
   Proceeds from sale of unconsolidated subsidiaries                         0               0        44,511
   Investment in unconsolidated subsidiary                                   0               0      (220,744)
                                                                     ----------      ---------      ---------
             Net cash provided by (used in) investing activities       750,000               0      (133,393)
                                                                     ----------      ---------      ---------

Cash Flows from Financing Activities:
   Proceeds from notes payable - affiliates                            113,483         142,750             0
                                                                     ----------      ---------      ---------
Net Increase (Decrease) in Cash and Cash Equivalents                     2,551        (178,251)      (70,414)
Cash and Cash Equivalents, Beginning                                     1,544         179,795       250,209
                                                                     ----------      ---------      ---------
Cash and Cash Equivalents, Ending                                   $    4,095     $     1,544     $ 179,795
                                                                     =========       =========      =========
Cash Paid for Interest                                              $        0     $     3,333     $       0
                                                                     ==========      =========      =========

</TABLE>

                                      F-6
<PAGE>

                   TREASURE AND EXHIBITS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


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 the 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 cost,  adjusted for the amortization or accretion of premiums and
     discounts.  Investment  securities at December 31, 1999 and 1998 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  a
     concentration  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, 1999, 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, 1999, 1998 and 1997 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 1999 and 1998, the effect of
     common share equivalents would be anti-dilutive, and in 1997, 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  consolidated  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 consolidated financial statements, the Company incurred
     net losses of  approximately  $2,071,000 in 1999 and $999,000 in 1998,  and
     the consolidated financial position reflects a stockholders'  deficiency of
     approximately  $1,916,000 as of December 31, 1999. 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:

     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.

     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  consolidated 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) in
     1998. In 2000, the put option in connection  with  3,356,429  common shares
     has been waived. As a result,  $570,593 has been removed from the liability
     and reflected in equity in 1999.

     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 facility 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 facility 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 facility 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).

           Principal                                         $2,134,874
           Interest                                             349,760
                                                             ----------
                                                             $2,484,634
                                                             ==========
                                      F-15
<PAGE>

     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-16
<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:
<TABLE>

                                                                       1999            1998
                                                                      ------         -------
               <S>                                               <C>                 <C>

                 Revenue                                          $    292,920    $   750,000
                 Expenses                                            1,574,903      1,535,592
                                                                    ----------      ---------
                                                                    (1,281,983)      (785,592)
                 Income tax benefit                                    474,000        290,000
                                                                    ----------      ---------
                 Loss from operations of discontinued operations  $    807,983     $  495,592

             The following represents the loss on disposition:

                 Debt extinguished                                $  2,484,634
                 Net cost of assets surrendered                      2,666,117
                                                                    ----------
                 Loss on disposal                                     (181,483)
                 Income tax benefit                                     67,000
                                                                    ----------
                 Loss on disposal of discontinued operations      $   (114,483)
                                                                    ==========
</TABLE>

NOTE 4. RELATED PARTY TRANSACTIONS

     Related Party Loans

     The Company has the following related party loans and advances  outstanding
     as of December 31, 1999:

     Note  payable to company  related by common  stockholder,
     due February 15, 2000, interest at 12%, payable monthly.      $     22,750

     Note payable,  stockholder, due February 15, 2000, interest
     at 12%, payable monthly.                                             2,000

     Loan due to  stockholder,  pursuant  to  settlement  agreement
     relating to management                                              55,000
                                                                      ----------
                                                                         79,750
                First Consolidated (see below)                          443,799
                                                                      ----------
                                                                    $   523,549
                                                                      ==========

     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:

                First Capital Services, Inc. (First Capital)
                First Consolidated Financial Corp. (First Consolidated)

                                      F-17
<PAGE>

NOTE 4. RELATED PARTY TRANSACTIONS (Continued)

     Related Party Loans (Continued)

     First Capital has provided  primary  financing with total  outstanding loan
     amounts of  approximately  $2,135,000.  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,  including  unpaid  interest of
     approximately  $350,000 in December 1999,  with the surrender of collateral
     in lieu of foreclosure.

     First  Consolidated  provided  financing  in the  amount  of  approximately
     $444,000  through  December  31,  1999.  First   Consolidated  is  a  major
     stockholder and is owned by the Company Chief Executive  Officer.  Accrued,
     but unpaid interest is  approximately  $73,000 as of December 31, 1999. The
     loan is due on demand, bears interest at 12% and is uncollateralized.

     Related Party Transactions

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

                                                                1999          1998         1997
                                                               ------        ------       -------
              <S>                                             <C>          <C>           <C>

                Consulting and professional fees              $227,500      $30,000      $69,065
                Office administration                                -            -       12,848
                Rent expense                                         -            -       12,600
                Interest expense                               327,109       98,692            -
                Loss on sale of subsidiary                           -            -        5,988
                Interest income - invested with affiliates           -            -       (3,849)
                Management fee                                  80,000            -            -
</TABLE>

                                      F-18
<PAGE>

NOTE 4.  RELATED PARTY TRANSACTIONS (Continued)

     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 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.


NOTE 6.  MARKETABLE SECURITIES

                                                         1999          1998
                                                        ------        ------
            Cost                                      $ 40,180      $ 40,180
            Unrealized loss                            (30,636)      (20,627)
            Market value                              $  9,544      $ 19,553


                                      F-19
<PAGE>

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,  Vanderbuilt Square Corp.  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 shareholders.  The Company's stockholder
     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  consolidated  statement  of
     stockholders' equity.

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

     Exchange 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.  Fair value of the investment transferred amounted
     to $16,152.


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.  Depreciation  expense in 1999 was $51,502.  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).

                                      F-20
<PAGE>

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>

                                                             1999         1998          1997
                                                            ------       ------        ------
          <S>                                            <C>          <C>          <C>

           Tax provision at the statutory rate            $(766,000)  $(368,000)   $   3,052
           Benefit of net operating loss carryforward             -           -      (15,644)
           Change in valuation allowance                    766,000     368,000            -
                                                           ---------   ---------    ---------
                                                          $       -   $       -    $ (12,592)
                                                           =========   =========    =========
</TABLE>


     The components of current tax expense (benefit) are as follows:
<TABLE>
           <S>                                          <C>          <C>           <C>


           Continuing operations                         $ 541,000    $ 290,000     $(12,592)
            Discontinued operations                       (541,000)    (290,000)           -
                                                          ---------   ----------    ---------
               Income tax expense                        $       -    $       -     $(12,592)
                                                          =========   ==========    =========
</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, 1999 and 1998 are as follows:

                                                            1999          1998
                                                           ------        ------
            Net operating loss carryforward            $ 1,148,000    $ 386,000
            Allowance for market value of investments       11,000        7,000
            Less valuation allowance                    (1,159,000)    (393,000)
                                                       ------------   ----------
               Net deferred tax asset                  $         -    $       -
                                                       ============   ==========

     As of December  31,  1999,  sufficient  uncertainty  exists  regarding  the
     realizability  of  these  deferred  tax  assets  and,  accordingly,  a 100%
     valuation allowance has been established.

     At December 31, 1999, the Company had net operating loss  carryforwards for
     federal  income tax  purposes  of  approximately  $3,116,000  which  expire
     through 2019.

     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.

                                      F-21
<PAGE>

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-22