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 September 30, 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 - September 30, 1999
                  and December 31, 1998..................................   1

                  Consolidated Statements of Operations - For the
                  three months and nine months ended September 30,
                  1999 and 1998..........................................   2

                  Consolidated Statements of Cash Flows - For the nine
                  months ended September 30, 1999 and 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...............................................................   8

<PAGE>


Item 1 - Financial Statements

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>

                                                          September 30,   December 31,
ASSETS                                                        1999           1998
                                                            --------       ---------
<S>                                                       <C>             <C>

Current assets:
  Cash and cash equivalents                             $    58,338       $     1,544
  Investments in marketable securities                       19,553            19,553
  Note receivable                                                 0           750,000
                                                         -----------       -----------
      Total current assets                                   77,891           771,097

Property and Equipment                                    2,679,117         2,700,000

Other assets                                                  7,622               500
                                                         -----------       -----------
     Total assets                                       $ 2,764,630        $3,471,597
                                                         ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities              $   677,831        $  100,834
  Notes and loans payable - related parties               2,560,404         2,171,054
  Put option                                              1,615,000         1,615,000
                                                         -----------       -----------
     Total current liabilities                            4,853,235         3,886,888

Stockholders' Deficiency:
   Common stock $.0001 par value, 50,000,000
      authorized, 28,990,756 shares outstanding
      as of September 30, 1999 and December 31, 1998          2,899             2,899
  Additional paid-in capital                              1,541,113         1,541,113
  Accumulated Deficit                                    (3,632,617)       (1,959,303)
                                                         -----------       -----------
     Total stockholders' equity                          (2,088,605)         (415,291)
                                                         -----------       -----------
     Total liabilities and stockholders' equity        $  2,764,630        $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

<TABLE>

                                             Three Months Ended               Nine Months Ended
                                               September 30,                     September 30,
                                          ----------------------           ------------------------
                                          1999             1998             1999              1998
                                          ----             -----           ------            ------
<S>                                      <C>             <C>              <C>               <C>


Revenue:
  Interest and dividend income      $       80       $       750       $      545        $    1,745
  Realized and unrealized gain
     on investments
     in marketable securities                0             4,942                0             5,929
                                      ---------        ----------       ----------        ----------
                                            80             5,692              545             7,674

General and administrative
  expenses                             106,822            68,151          504,859           159,766
                                      ---------        ----------       ----------        ----------
Income (loss) from continuing
   operations before income tax
   (expense) benefit                  (106,742)          (62,459)        (504,314)         (152,092)

Income tax (expense) benefit           (39,000)                0         (424,000)                0
                                      ---------        ----------       ----------        ----------
Net Income (loss) from
  continuing operations               (145,742)          (62,459)        (928,314)         (152,092)

Discontinued operations:
  Loss from operations of
    discontinued operations
    (net of tax benefit of
    $39,000 and $424,000)          $   (90,000)      $         0      $  (745,000)      $         0
                                      ---------        ----------       ----------        ----------
Net income (loss)                  $  (235,742)      $   (62,459)      (1,673,314)         (152,092)
                                      =========        ==========       ==========        ==========
Basic net income (loss) from
  continuing operations per
  share                            $         0       $        0       $     (.03)       $      (.01)
                                      =========        ==========       ==========        ==========
Basic income (loss) per share      $     ( .01)      $        0       $    ( .06)       $      (.01)
                                      =========        ==========       ==========        ==========
Weighted average shares
  outstanding                       28,990,756       25,990,756       28,990,756         23,281,496
                                    ===========      ============     ============       ===========

</TABLE>

        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>
                                                             Nine Months Ended September 30,
                                                             -------------------------------
                                                                1999               1998
                                                              --------           --------
<S>                                                           <C>                 <C>

Cash flows from operating activities:
Net income (loss)                                             $ (1,673,314)      $(152,092)
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              270,738               0
      Depreciation                                                  38,512               0
      Realized and unrealized gain on sale of marketable
         securities                                                      0          (5,930)
      Changes in operating assets and liabilities:
          (Increase) decrease in other assets                       (7,122)              0
          Increase (decrease) in accounts payable and
             accrued liabilities                                   576,997          55,054
                                                                 -----------     -----------
     Net cash provided by (used in) operating activities          (794,189)       (108,898)
                                                                 -----------     -----------
Cash flows from investing activities:
Loan advances to affiliates                                   $          0       $(125,000)
Principal payments received from others                            750,000               0
                                                                 -----------     -----------
      Net cash provided by (used in) investing activities          750,000        (125,000)
                                                                 -----------     -----------
Cash flows from financing activities:
Proceeds from notes payable - affiliates                           100,983         100,000
                                                                 -----------     -----------
   Net cash provided by financing activities                       100,983         100,000
                                                                 -----------     -----------

Net (decrease) increase in cash and cash equivalents                56,794        (133,898)

Cash and cash equivalents, as of beginning of period                 1,544         179,795
                                                                 -----------     -----------
Cash and cash equivalents, as of end of period                $     58,338       $  45,897
                                                                 ===========     ===========

</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
                               September 30, 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

Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998

     Revenues.  Net  revenues  decreased  by  $5,612,  or 98.6%,  to $80 for the
quarter ended September 30, 1999 from $5,692 for the quarter ended September 30,
1998. The decrease is primarily attributable to a lack of earnings from realized
and unrealized  gain on  investments in marketable  securities and a decrease of
$670 to $80 in interest and dividend  income during the three month period ended
September  30, 1999  compared to $4,942 in earnings on realized  and  unrealized
gain on investments  in marketable  securities and $750 in interest and dividend
income during the same period in 1998.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $106,822  during the quarter  ended  September 30, 1999, an increase of
$38, 621 or 56.7%, from $68,151 during the same period in the prior fiscal year.
The increases in expenses  during the quarter are primarily  attributable  costs
incurred in connection with expenses  incurred in establishing an infrastructure
for the gaming operations.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $145,742  for the quarter  ended  September  30,  1999,  an increase of
$83,283 or 133.3% from $62,459 during the same period in 1998.  This increase is
primarily attributable to the increase in general and administrative expenses.

     Losses from discontinued  operations.  Losses from discontinued  operations
resulted from shutting down the cruise  operations and totaled $90,000 (net of a
tax benefit of  $39,000),  for the three  months ended  September  30, 1999,  as
compared  to  none  in the  same  period  of the  prior  year.  The  losses  are
attributable  to revenues of $9,000 which were offset by direct costs of $2,000;
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;
depreciation of $13,000; rent of $25,000 and wages of $13,000 and other costs of
$5,000.

                                       5
<PAGE>

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

     Revenues.  For the nine months  ended  September  30,  1999,  net  revenues
decreased by $7,129,  or 92.9%,  to $545 as compared to total revenues of $7,674
during the nine months  ended  September  30,  1998.  The  decrease is primarily
attributable  to a lack  of  earnings  from  realized  and  unrealized  gain  on
investments  in  marketable  securities  and a  decrease  of  $1,200  to $545 in
interest and dividend  income  during the nine month period ended  September 30,
1999  compared  to  $5,929  in  earnings  on  realized  and  unrealized  gain on
investments in marketable  securities and $1,745 in interest and dividend income
during the same period in 1998.

     General and Administrative  Expenses.  General and administrative  expenses
totaled $504,859 during the nine months ended September 30, 1999, an increase of
$345,083 or 216%, from $159,776 during the same period in the prior fiscal year.
The  increase in expenses  during the nine months  ended  September  30, 1999 is
primarily attributable to the lease of our casino cruise ship and relating berth
space and costs associated with the  establishment of an adult gaming complex in
Sunny Isles, Florida.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $928,314 for the nine months ended  September  30, 1999, an increase of
776,222 or 510.4% from $152,092 during the same period in 1998. This increase is
primarily attributable to increased general and administrative expenses relating
to start up and leasing costs of a casino cruise ship, and the  establishment of
the adult gaming facility.

     Losses from discontinued  operations.  Losses from discontinued  operations
resulted from shutting down the cruise operations and totaled $745,000 (net of a
tax benefit of  $424,000),  for the nine months ended  September  30,  1999,  as
compared  to  none  in the  same  period  of the  prior  year.  The  losses  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; depreciation of $26,000 and other costs of $190,000.

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $58,338 and a deficit  working capital of
$ 4,775,344  at  September  30, 1999  compared to a cash balance of $1,544 and a
deficit in working  capital of $3,115,791 at September 30, 1998. The increase in
cash is  attributable  to the  payment of a  $750,000  note  receivable  from an
affiliate.  The decrease in working capital was is partially attributable to the
decrease of $750,000  in notes  receivable;  an increase of $576,997 in accounts
payable and accrued liabilities;  and an increase of $389,350 in notes and loans
payable to related parties.

     For the nine  months  ended  September  30,  1999  cash  used in  operating
activities totaled $794,189 as compared to cash used in operating  activities of
$108,898 for the  corresponding  period of the prior year.  This change resulted
from an increase in the net operations loss and other assets which was partially
offset by increases of $270,738 in expenses paid by an affiliate and increase of
$521,943  to  $576,997  in  accounts   payable  and  accrued   liabilities   and
depreciation of $38,512.  Net cash provided by investing activities increased to
$750,000  during the nine months ended  September 30, 1999 from $125,000 used in
investing  activities  during the nine months ended  September  30,  1998.  This
increase was  attributable to the payment of a $750,000 note related to the sale
of artifacts and the absence of loans to affiliates.

                                       6
<PAGE>

     Net cash  provided by  financing  activities  increased by $983 to $100,983
during the nine months ended  September 30, 1999 from  $100,000  during the nine
months ended  September 30, 1998.  This increase was  attributable  to increased
proceeds from notes payable from an affiliate.

     By December  1999 we had ceased all  operations  and had  defaulted  on our
master loan agreement with our affiliate First Capital  Services,  Inc.  ("First
Capital") whereby we had acquired 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.
At 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.

                           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

          None


                                       7
<PAGE>

                                   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:
                                          ----------------------------------
                                          Larry Schwartz
                                          President, Chief Executive Officer
                                          and Chief Financial Officer
Dated:   May ____, 2000