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, 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 May 9, 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 -  March 31, 2000
                  and December 31, 1999..................................   1

                  Consolidated Statements of Operations - For the
                  three months ended March 31, 2000 and March 31, 1999...   2

                  Consolidated Statements of Cash Flows - For the three
                  months ended March 31, 2000 and March 31, 1999.........   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


                                                       March 31,    December 31,
ASSETS                                                   2000          1999
                                                       ---------    ------------
Current assets:
  Cash and cash equivalents                       $      12,578   $      4,095
  Investments in marketable securities                    9,544          9,544
                                                       ---------     ----------
     Total current assets                                22,122         13,639

Property and Equipment                                        0              0

Other assets                                              7,622          7,622
                                                       ---------     ----------
     Total assets                                 $      29,744   $     21,261
                                                       =========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities        $     379,420   $    369,645
  Notes and loans payable - related parties             538,963        523,549
  Estimated liability related to put option           1,044,407      1,044,407
                                                      ---------     ----------
     Total current liabilities                        1,962,790      1,937,601

Stockholders' Deficiency:
   Common stock $.0001 par value, 50,000,000
     authorized, 28,990,756 shares
     outstanding as of March 31, 1999
     and December 31, 1999                                2,899          2,899
  Additional paid-in capital                          2,111,706      2,111,706
  Accumulated deficit                                (4,047,651)    (4,030,945)
                                                      ---------     ----------
     Total stockholders' equity                      (1,933,046)    (1,916,340)
                                                      ---------     ----------
     Total liabilities and stockholders' equity  $       29,744  $      21,261
                                                      =========     ==========


    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,
                                                    ----------------------------
                                                     2000                 1999
                                                    ------               -------
Revenue:
  Interest and dividend income                      $     76        $       244

General and administrative expenses                   22,351            199,645
                                                     --------         ----------
Income (loss) from continuing operations
   before income tax (expense) benefit               (22,275)          (199,645)

Income tax (expense) benefit                           5,569           (304,000)
                                                     --------         ----------
Net Income (loss) from continuing operations         (16,706)          (503,401)

Discontinued operations:
  Loss from operations of discontinued operations  $       0        $  (518,000)
                                                     --------         ----------
Net income (loss)                                  $ (16,706)       $(1,021,401)
                                                     ========         ==========

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

        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,
                                                               ------------------------------
                                                                  2000               1999
                                                                 ------             ------
<S>                                                            <C>                <C>

Cash flows from operating activities:
Net income (loss)                                         $     (16,706)       $ (1,021,401)
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            15,414             264,607
      Depreciation                                                                   12,556
     Changes in operating assets and liabilities:
          (Increase) decrease in other assets                                        (7,122)
          Increase (decrease) in accounts payable and
             accrued liabilities                                  9,775             168,092
                                                                --------          ----------
     Net cash provided by (used in) operating activities          8,483            (583,268)
                                                                --------          ----------

Cash flows from investing activities:
Loan advances to affiliates                               $           0        $          0
Principal payments received from others                               0             623,983
                                                                --------          ----------
      Net cash provided by (used in) investing activities             0             623,983
                                                                --------          ----------
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              8,483              40,715

Cash and cash equivalents, as of beginning of period              4,095               1,544
                                                                --------          ----------
Cash and cash equivalents, as of end of period            $      12,578        $     42,259
                                                                ========          ==========

        The accompanying notes are an integral part of these consolidated
                              financial statements
</TABLE>


                                       3
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 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 March 31, 2000 Compared to Three Months Ended March 31, 1999

     Revenues.  Net  revenues  decreased  by $168 or 68.9% to $76 for the  three
months ended March 31, 2000 from $244 for the three months ended March 31, 1999.
This  decrease is  attributable  to a $168  decrease in  interest  and  dividend
income.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $22,351  during the three  months  ended  March 31,  2000,  decrease of
$177,370 or 88.8% from $199,645 during the same period in the prior fiscal year.
The  decrease  in  general  and  administrative  expenses  during the period was
primarily attributable to the cessation of gambling operations.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $16,706  for the three  months  ended  March 31,  2000,  an decrease of
$486,695 or 96.7% from losses of $503.401  during the same period in 1999.  This
decrease is  primarily  attributable  to  decreased  general and  administrative
expenses as a result of cessation of operations.

     Losses from  discontinued  operations.  We had no losses from  discontinued
operations  for the three  months  ended March 31, 2000 as compared to losses of
$518,000  (net of an inccome tax benefit of $304,000) for the three months ended
March 31, 1999 which  consisted  of revenues  of $176,000  which were  partially
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 and  marketing  costs of $45,000 and other
costs of $172,000.


                                       5
<PAGE>
Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $12,578 and a working  capital deficit of
$1,940,668  at March 31, 2000 compared to a cash balance of $4,095 and a working
capital  deficit of $1,923,962 at December 31, 1999. The decrease in the working
capital deficit was  attributable to an increase of $9,775 in accounts  payable;
an increase of $15,414 in notes and loans payable;  and an increase of $8,483 in
cash and cash equivalents.

     For the three  months  ended March 31, 2000 net cash  provided by operating
activities  totaled $8,483 as compared to $583,268 used in operating  activities
for the corresponding  period of the prior year. This change resulted  primarily
from a combination  of a decrease in the net operation  loss of $1,004,695 and a
decrease in other  assets of $7,122  which were offset by a decrease of $249,193
in expenses paid by an affiliate; a decrease in depreciation expense of $12,556;
and a decrease of $158,317 in accounts payable and accrued liabilities.

     We received no cash from investing activities during the three months ended
March 31,  2000,  compared  to net cash  provided  by  investing  activities  of
$623,983  during  the  three  months  ended  March 31,  1999 all from  principal
payments received from others.

     We had no cash flows  resulting  from  financing  activities for either the
three months ended March 31, 2000 or March 31, 1999.

     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.

                                       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

          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:
                                          --------------------------------------
                                          Larry Schwartz
                                          President, Chief Executive Officer and
                                          Chief Financial Officer

Dated:   May ____, 2000


                                       7