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 June 30, 2000

                                       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 September 15, 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 - June 30, 2000 and
           December 31, 1999..........................................        3

           Consolidated Statements of Operations - For the three
           months and six months ended June 30, 2000 and 1999.........        4

           Consolidated Statements of Cash Flows - For the six months
           ended June 30, 2000 and 1999...............................        5

           Notes to Consolidated Financial Statements.................        6

  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations..................................        7

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K....................        9

SIGNATURES............................................................       10

<PAGE>

Item 1 - Financial Statements

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>

                                                       June 30,       December 31,
                                                        2000             1999
                                                     --------------  -----------------
<S>                                                  <C>             <C>

ASSETS
Current Assets
Cash and cash equivalents                               $    5,233    $         4,095
Investment in marketable securities                              -              9,544
                                                     --------------  -----------------
Total current assets                                         5,233             13,639
Other assets
Total assets                                                 7,622              7,622
                                                     --------------  -----------------
LIABILITIES & STOCKHOLDERS EQUITY                       $   12,855      $      21,261
                                                     ==============  =================
Current liabilities:
Accounts payable and accrued liabilities                $  406,996       $    369,645
Notes and loans payable-related parties                    576,963            523,549
Estimated liability related to put option                1,044,407          1,044,407
                                                     --------------  -----------------
Total current liabilities                                2,028,366          1,937,601
Stockholders' Deficiency:
Common stock $.0001 par value, 50,000,000
authorized, 28,990,756 shares outstanding as of June
30, 2000 and December 31, 1999
Additional paid in capital                                   2,899              2,899
                                                         2,111,706          2,111,706
Accumulated deficit                                     (4,130,116)        (4,030,945)
                                                     --------------  -----------------
Total stockholders' equity                              (2,015,511)        (1,916,340)
                                                     --------------  -----------------
Total liabilities & stockholders' equity               $    12,855       $     21,261
                                                     ==============  =================
</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 June 30,                 Six Months Ended June
                                                                                                    30,
                                            -----------------------------------     -------------------------------------
                                                 2000                1999                2000                 1999
                                            ---------------     ---------------     ----------------     ----------------
<S>                                          <C>                <C>                 <C>                  <C>


Revenue:
Interest and dividend income
Realized and unrealized gain on                     $  138               $ 221                $ 214                $ 465
investments in marketable securities

                                                    10,711                   -               10,711                    0
                                            ---------------     ---------------     ----------------     ----------------
Net revenues                                        10,849                 221               10,925                  465
General and administrative expenses
                                                    93,390             198,392              115,665              398,037
                                            ---------------     ---------------     ----------------     ----------------
Income (loss) from continuing operations
before income tax (expense) benefit
                                                  (82,541)           (198,171)            (104,740)            (397,572)
Income tax (expense) benefit                             -            (81,000)                5,569            (385,000)
                                            ---------------     ---------------     ----------------     ----------------
Net income (loss) from continuing
operations                                        (82,541)           (279,171)             (99,171)            (782,572)
Discontinued operations: (1999)
Loss from operations of discontinued
operations (net of tax benefit of
$181,000 and $385,000)
                                             $           -          $(137,000)                    -           $(655,000)
                                            ---------------     ---------------     ----------------     ----------------
Net income (loss)                                 (82,541)          $(416,171)             (99,171)          (1,437,572)
                                            ===============     ===============     ================     ================
Basic net income (loss) from continuing
operations per share                                     -              $(.01)                    -               $(.03)
                                            ===============     ===============     ================     ================
Basic income (loss) per share                            -              $(.01)                    -               $(.05)
                                            ===============     ===============     ================     ================
Weighted average shares outstanding
                                                28,990,756          28,990,756           28,990,756           28,990,756
                                            ===============     ===============     ================     ================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>


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

                                                                     Six Months Ended June 30,
                                                                 --------------------------------
                                                                    2000                 1999
                                                                 -------------        -----------
<S>                                                              <C>                  <C>

Cash Flows from operating activities:
Net income (loss)                                                  $ (99,171)       $ (1,437,572)
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
Depreciation
Realized and unrealized gain on sale of marketable securities               -             271,267
Changes in operating assets and liabilities:                                -              25,523
(Increase) decrease in other assets
Increase (decrease) in accounts payable and accrued liabilities             -                   0

                                                                        9,544             (7,122)

                                                                       37,351             419,602
                                                                 -------------    ----------------
Net cash provided by (used in) operating activities                   (52,276)           (728,302)
                                                                 -------------    ----------------
Cash Flows from investing activities:
Loan advances to affiliates                                                 -      $            0
Principal payments received from others                                     -             750,000
                                                                 -------------    ----------------
Net cash provided by (used in) investing activities
                                                                            -             750,000
                                                                 -------------    ----------------
Cash Flows from financing activities:
Proceeds from notes payable - affiliates                               53,414              56,483
                                                                 -------------    ----------------
Net cash provided by (used in) financing activities
                                                                       53,414              56,483
                                                                 -------------    ----------------
Net (decrease) increase in cash and cash equivalents
                                                                        1,138              78,181
Cash & cash equivalents, as of beginning of period                      4,095               1,544
                                                                 -------------    ----------------
Cash & cash equivalents, as of end of period                         $  5,233         $    79,725
                                                                 =============    ================
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2000

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, 1999 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,
     1999.  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,
     2000.

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 June 30, 2000 Compared to Three Months Ended June 30, 1999

     Revenues.  Net  revenues  increased  $10,628,  or 4,808% to $10,849 for the
three  months  ended June 30, 2000 from $221 for the three months ended June 30,
1999.  The  increase  is  attributable  to  realized  gains  on  investments  in
marketable securities for the three month period ended June 30, 2000 compared to
no realized  gain from  investments  in  marketable  securities  during the same
period in 1999 which was  partially  offset by a decrease of $83 in interest and
dividend income from the three months ended June 30, 1999.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $93,390 for the three months ended June 30, 2000 a decrease of $105,002
or 52.9% from  $198,392  during the same period in the prior  fiscal  year.  The
decrease is attributable to a lack of expenses incurred in building the required
infrastructure  to open the gaming  operations during the the three months ended
June 30,  2000 which was  partially  offset by  increased  legal and  accounting
costs.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $82,541 for the three months ended June 30, 2000 a decrease of $196,630
or 70.4%  from  $279,191  during  the same  period  in 1999.  This  decrease  is
primarily  attributable  to  increased  revenues  and to the absence of expenses
incurred in building the required  infrastructure  to open the gaming operations
which was partially offset by increased legal and accounting fees.

     Losses  from  discontinued  operations.  The  Company  had no  losses  from
discontinued operations during the three months ended June 30, 2000. Losses from
discontinued operations resulted from the shutting down of the casino operations
and totaled  $137,000 (net of a tax benefit of  $181,000),  for the three months
ended June 30, 1999.




                                       5
<PAGE>


Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

     Revenues.  For the six months ended June 30, 2000,  net revenues  increased
$10,460 or  2,249.5%,  to $10,925 as compared to total  revenues of $465 for the
six months ended June 30, 1999.  The increase is  attributable  to earnings from
realized  gains on  investments  in  marketable  securities  which was partially
offset  by a  decrease  in  interest  income  of $251 or 54% to 214 from $465 in
interest income for the six months ended June 30, 2000.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $115,665  during the six  months  ended  June 30,  2000 a  decrease  of
$282,372 or 70.9% from $398,037 during the same period in the prior fiscal year.
This  decrease is primarily  attributable  to the absence  during the six months
ended June 30, 2000 of start up costs  associated  with the maiden voyage of our
casino  cruise  ship and the  acquisition  of an adult  gaming  complex in Sunny
Isles,  Florida,  as well as leasing costs to berth the ship which was partially
offset by increased legal and accounting costs.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $99,171 for the six months  ended June 30, 2000, a decrease of $683,401
or 87.3%  from  $782,572  during  the same  period  in 1999.  This  decrease  is
primarily  attributable to the absence during the six months ended June 30, 2000
of start up costs  associated  with the maiden  voyage of our casino cruise ship
and the acquisition of an adult gaming complex in Sunny Isles,  Florida, as well
as leasing costs to berth the ship which was partially offset by increased legal
and accounting costs.

     Losses  from  discontinued  operations.  The  Company  had no  losses  from
discontinued  operations  for the six months  ended June 30,  2000.  Losses from
discontinued operations for the six months ended June 30, 2000 resulted from the
shutting down of the casino ship  operations and totaled  $655,000 (net of a tax
benefit of $385,000).

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $5,233 and a deficit  working  capital of
$2,023,133  at June 30, 2000  compared to a cash balance of $4,095 and a deficit
in working capital of $1,923,962 at June 30, 1999.

     For the six months  ended June 30, 2000 cash used in  operating  activities
amounted  totalled  $52,276 as compared to cash used by operating  activities of
$728,302 for the  corresponding  period of the prior year.  This change resulted
primarily  from a reduced net operating  loss which was partially  offset by the
absence of expenses paid by affiliates. The absence of depreciation,  a decrease
in  other  assets  and a  reduced  increase  in  accounts  payable  and  accrued
liabilities.

     Net cash  provided by investing  activities  decreased to $0 during the six
months ended June 30, 2000 from $750,000 used in investing activities during the
six months ended June 30, 1999.  This decrease is attributable to the payment of
a $750,000  note  related to the sale of  artifacts  during the six months ended
June 30, 1999 and no  comparable  payment  during the six months  ended June 30,
2000.

     Net cash provided by financing  activities  decreased to $53,414 during the
six months ended June 30, 2000 from $56,483 during the six months ended June 30,
1999. This decrease was  attributable  to reduced  proceeds from the issuance of
promissory notes.

                                       6
<PAGE>

     By December,  1999 the Company had ceased all  operations and had defaulted
on its master loan agreement with its affiliate,  First Capital  Services,  Inc.
("First  Capital").  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.

     The Company  experienced  significant net operating  losses  throughout its
history. Therefore, the Company's ability to survive is dependent on its ability
to raise  capital  through the issuance of stock or the  borrowing of additional
funds.  Without the success of one of these  options,  the Company will not have
sufficient cash to satisfy its working capital and investment  requirements  for
the next twelve months.

                           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: /s/ Brian Murphy
                                           --------------------------------
                                           Brian Murphy
                                           President, Chief Executive Officer
                                           and Chief Financial Officer
Dated:   September 21, 2000


                                       8