SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

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

                  For the quarterly period ended March 31, 1999

                                       OR

[ ]  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.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Florida                                        59-2483405
----------------------------------             ---------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

       2300 Glades Road, Suite 450, West Tower, Boca Raton, Florida 33431
      --------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (531) 750-7535
               --------------------------------------------------
              (Registrant's telephone number, including area code)


             ------------------------------------------------------
              (Former name, former address and formal fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes No X

     As of April 10, 2000,  28,990,756 shares of Common Stock of the issuer were
outstanding.

<PAGE>

                       TREASURE AND EXHIBITS INTERNATIONAL

                                      INDEX

                                                                         Page
                                                                         Number
                                                                        --------

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Consolidated Balance Sheets - December 31, 1998
            and March 31, 1999..........................................    1

            Consolidated Statements of Operations - For the three
            months ended March 31, 1999 and March 31, 1998..............    2

            Consolidated Statements of Cash Flows - For the three
            months ended March 31, 1999 and March 31, 1998..............    3

            Notes to Consolidated Financial Statements..................    4

   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................    5

PART II - OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K............................   7

SIGNATURES..............................................................   7

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>

                                                             March 31,        December 31,
ASSETS                                                         1999              1998
                                                            -----------      -------------
<S>                                                      <C>                 <C>

Current assets:
  Cash and cash equivalents                              $    42,259         $     1,544
  Investments in marketable securities                        19,553              19,553
  Note receivable                                            126,017             750,000
                                                          -----------        ------------
     Total current assets                                    187,829             771,097

Property and Equipment                                     2,704,534           2,700,000

Other assets                                                   7,622                 500
                                                          -----------        ------------
     Total assets                                        $ 2,899,985         $ 3,471,597
                                                          ===========        ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities               $   268,926         $   100,834
  Notes and loans payable - related parties                2,452,751           2,171,054
  Put option                                               1,615,000           1,615,000
                                                          -----------        ------------
     Total current liabilities                             4,336,677           3,886,888

Stockholders' Deficiency:
   Common stock $.0001 par value, 50,000,000
     authorized, 28,990,756 shares
     outstanding as of March 31, 1999
     and December 31, 1998                                     2,899               2,899
  Additional paid-in capital                               1,541,113           1,541,113
  Accumulated deficit                                     (2,980,704)         (1,959,303)
                                                          -----------        ------------
     Total stockholders' equity                           (1,436,692)           (415,291)
                                                          -----------        ------------
     Total liabilities and stockholders' equity          $ 2,899,985         $ 3,471,597
                                                          ===========        ============

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       1
<PAGE>


                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                         Three Months Ended
                                                             March 31,
                                                       1999             1998
                                                      ------           ------
Revenue:
  Interest and dividend income                    $       244       $      811
  Realized and unrealized gain on investments
     in marketable securities                               0           (1,182)
                                                     ---------       ----------
                                                          244             (371)

General and administrative expenses                   199,645           41,114
                                                     ---------       ----------
Income (loss) from continuing operations
   before income tax (expense) benefit               (199,401)         (41,485)

Income tax (expense) benefit                         (304,000)               0
                                                     ---------       ----------
Net Income (loss) from continuing operations         (503,401)         (41,485)

Discontinued operations:
  Loss from operations of discontinued operations $  (518,000)      $        0
                                                     ---------       ----------
Net income (loss)                                 $(1,021,401)      $  (41,485)
                                                    ==========       ==========

Basic net income (loss) from continuing
  operations per share                            $      (.02)      $        0
                                                    ==========       ==========
Basic income (loss) per share                     $      (.04)      $        0
                                                    ==========       ==========
Weighted average shares outstanding                28,990,756       17,862,978
                                                   ===========      ===========

        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       2
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>

                                                                 Three Months Ended March 31,
                                                                 ----------------------------
                                                                   1999              1998
                                                                 -------            -------
<S>                                                             <C>               <C>

Cash flows from operating activities:
Net income (loss)                                            $  (1,021,401)      $  (41,485)
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              264,607                0
      Depreciation                                                  12,556                0
      Realized and unrealized gain on sale of marketable
         securities                                                      0            1,182
      Changes in operating assets and liabilities:
          (Increase) decrease in other assets                       (7,122)               0
          Increase (decrease) in accounts payable and
             accrued liabilities                                   168,092           21,020
                                                                 ----------       ----------
     Net cash provided by (used in) operating activities          (583,268)         (19,283)

Cash flows from investing activities:
Loan advances to affiliates                                 $            0        $(125,000)
Principal payments received from others                            623,983                0
      Net cash provided by (used in) investing activities          623,983         (125,000)

Cash flows from financing activities:
Proceeds from notes payable - affiliates                                 0                0
   Net cash provided by financing activities                             0                0

Net (decrease) increase in cash and cash equivalents                40,715         (144,283)

Cash and cash equivalents, as of beginning of period                 1,544          179,795
Cash and cash equivalents, as of end of period              $       42,259       $   35,512

</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       3
<PAGE>


                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 1999

1.   INTERIM PRESENTATION

     The interim consolidated  financial statements are prepared pursuant to the
     requirements  for  reporting  on Form 10-Q.  These  statements  include the
     accounts of Treasure AND Exhibits  International,  Inc. (the "Company") and
     all of its  wholly  owned and  majority  owned  subsidiary  companies.  The
     December  31, 1998 balance  sheet data was derived  from audited  financial
     statements  but does not include  all  disclosures  required  by  generally
     accepted accounting principles.  The interim financial statements and notes
     thereto  should be read in  conjunction  with the financial  statements and
     notes  included in the Company's  Form 10-K for the year ended December 31,
     1998.  In the  opinion of  management,  the  interim  financial  statements
     reflect all adjustments of a normal  recurring  nature necessary for a fair
     statement  of the results for the interim  periods  presented.  The current
     period  results of  operations  are not  necessarily  indicative of results
     which  ultimately  will be reported  for the full year ending  December 31,
     1999.

2.   SIGNIFICANT RISKS AND UNCERTAINTIES

     During 1999, the Company  discontinued  all of its business  operations and
     surrendered all of its remaining assets to First Capital Services, Inc., an
     entity  related  by  common   control  and  ownership,   in  settlement  of
     outstanding loans payable, in lieu of foreclosure. Additionally the Company
     is a  defendant  in  several  lawsuits,  the  outcome  of which  cannot  be
     determined.  These factors raise substantial doubt as to the ability of the
     Company to continue as a going concern.


                                       4
<PAGE>


Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
        Of Operations

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the Securities Act of 1933 and Section 21E of Securities Exchange
Act of 1934.  Statements  contained  herein which are not  historical  facts are
forward-looking  statements that involve risks and uncertainties.  All phases of
the Company's  operations  are subject to a number of  uncertainties,  risks and
other influences.  Therefore,  the actual results of the future events described
in such  forward-looking  statements  in this Form 10-Q could differ  materially
from those stated in such  forward-looking  statements.  Among the factors which
could  cause  the  actual  results  to  differ  materially  are  the  risks  and
uncertainties described both in this Form 10-Q and the risks,  uncertainties and
other factors set forth from time to time in the Company's other public reports,
filings and public  statements.  Many of these factors are beyond the control of
the Company,  any of which, or a combination of which,  could materially  affect
the  results  of  the  Company's  operations  and  whether  the  forward-looking
statements made by the company ultimately prove to be accurate.

Results of Operations

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

     Revenues.  Net revenues  increased $615, to $244 for the three months ended
March 31,  1999 from $(371) for the three  months  ended  March 31,  1998.  This
increase is  attributable to a loss of $1,182 on realized and unrealized gain on
investments  in marketable  securities for the three months ended March 31, 1998
(compared to no loss during the same period in 1999), which was partially offset
by higher interest and dividend income.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $199,645  during the three months ended March 31, 1999,  an increase of
$158,531 or 385.6% from $41,114 during the same period in the prior fiscal year.
The increase in general and administrative  expenses was primarily  attributable
to  expenses  incurred in  developing  the  infrastructure  to pursue the gaming
operations.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $503,401  for the three  months  ended March 31,  1999,  an increase of
$461,916 or 1,113.5% from $41,485 during the same period in 1998.  This increase
is primarily  attributable to expenses related to the lease of the casino curise
ship and costs associated with start up of the gaming facility.

     Losses from discontinued  operations.  Losses from discontinued  operations
resulted from shutting down the cruise operations and totaled $822,000,  for the
three months  ended March 31,  1999,  compared to none in the same period of the
prior year. The losses are primarily  attributable to revenues of $176,000 which
were offset by direct costs of $55,000;  maintenance charges for the cruise ship
of $77,000;  lease and berth space costs of $324,000,  wages and  subcontracting
fees of $303,000,  payroll tax of $22,000,  marketing costs of $45,000 and other
cost of 172,000.


                                       5
<PAGE>

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $42,259 and a working  capital deficit of
$4,148,848  at March 31, 1999 compared to a cash balance of $1,544 and a working
capital  deficit of  $3,115,791  at December 31,  1998.  The decrease in working
capital  was  primarily  attributable  to an  increase  of  $168,092 in accounts
payable;  an increase of $281,697 in notes and loans payable;  and a decrease of
$623,983 in notes receivables.

     For the three  months  ended  March 31,  1999,  net cash used in  operating
activities totaled $583,268 as compared to $19,283 for the corresponding  period
of the prior  year.  This  change  resulted  from an  increased  net loss and an
increase in other assets which were partially  offset by an increase of $264,607
in  expenses  paid by an  affiliate;  an  increase  in  depreciation  expense of
$12,556;   and  an  increase  of  $147,072  in  accounts   payable  and  accrued
liabilities.

     Net cash provided by investing activities totaled $623,983 during the three
months ended March 31, 1999 compared with $125,000 used in investing  activities
during the three months ended March 31, 1998. This increase was  attributable to
an  increase of  $623,983  in  payments  received  from others and a decrease in
advances to affiliates of $125,000.

     We had no cash flows  resulting  from  financing  activities for either the
three months ended March 31, 1999 or March 31, 1998.

     As of December 1999 we had ceased all  operations  and had defaulted on our
master loan agreement with our affiliate First Capital  Services,  Inc.  ("First
Capital") who had provided the funds to purchase certain treasured artifacts and
lease a casino cruise ship, as well as a $750,000 note to First Capital which we
assumed in connection  with the acquisition of an adult gaming  facility.  As of
the close of business of December 31, 1999, First Capital accepted the 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.
While there can be no assurance  that we will not  encounter  an  insurmountable
obstacle to the  successful  completion  of the Union IPO  acquisition  (such as
being able to resolve the  outstanding  litigation on terms  satisfactory to the
Company),  we believe that we will be able to do so during 2000.  It is unlikely
that we will be able to generate any revenues unless and until we consummate the
Union IPO transaction,  or a transaction with another operating company.  In the
event that we cannot acquire Union IPO, we will be primarily  dependent upon the
efforts  of  our   President  to  seek  out,  and   negotiate   other   business
opportunities.  Even if we do  successfully  acquire  Union  IPO,  or any  other
operating  company,  there can be no  assurance  that we will ever  operate at a
profit.

                                       6
<PAGE>

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K

          During  the  quarter  ended  March  31,  1999  we  filed a  report  of
          announcing our change of auditors from Thomas W. Klash, CPA to Rachlin
          Cohen Holtz, CPA in Ft. Lauderdale, Florida.


                                   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 12, 2000


                                       7