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, 2001

                                       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

                     AFFINITY INTERNATIONAL MARKETING, 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)

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
              ----------------------------------------------------
              (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 15,  2001,  28,990,756  shares of Common  Stock of the issuer
were outstanding.
<PAGE>

                     AFFINITY INTERNATIONAL MARKETING, INC.

                                      INDEX



                                                                            Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements

          Consolidated Balance Sheets -  March 31, 2001
          and December 31, 2000...............................................1

          Consolidated Statements of Operations - For the three
          months ended March 31, 2001 and March 31, 2000......................2

          Consolidated Statements of Cash Flows - For the three
          months ended March 31, 2001 and March 31, 2000......................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

                     AFFINITY INTERNATIONAL MARKETING, INC.
                           CONSOLIDATED BALANCE SHEETS


                                                   March 31,        December 31,
ASSETS                                              2001                2000
                                                  ----------        ------------
Current assets:
  Cash and cash equivalents                     $      11,169      $      11,264
                                                      -------             ------
   Total current assets                                11,169             11,264

Other assets                                            7,622              7,622
                                                -------------    ---------------
     Total assets                               $      18,791      $      18,886
                                                =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities       $    324,145      $     324,145
  Notes and loans payable - related parties           580,384            580,384
 Put option liability                               1,044,407          1,044,407
                                                 ------------      -------------
     Total current liabilities                      1,948,936          1,948,936

Stockholders' Deficiency:
   Common stock $.0001 par value, 50,000,000
     authorized, 28,990,756 shares
     outstanding as of March 31, 2001
     and December 31, 2000                              2,899              2,899
  Additional paid-in capital                        2,111,706          2,111,706
  Accumulated deficit                             (4,044,750)        (4,044,655)
                                                 ------------       ------------
     Total stockholders' equity                   (1,930,145)        (1,930,050)
                                                 ------------       ------------
     Total liabilities and stockholders' equity $      18,791       $     18,886
                                                =============       ============

    The accompanying notes are an integral part of these financial statements


                                       1
<PAGE>

                     AFFINITY INTERNATIONAL MARKETING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                 Three Months Ended March 31,
                                                  2001                 2000
                                                 ------               ------
Revenue:
  Interest income                              $        9      $          76

General and administrative expenses                   104                268
                                                 --------       ------------

Income (loss) from continuing operations
   before income tax (expense) benefit               (95)              (192)

Income tax (expense) benefit                            0                (0)
                                                 --------       ------------

Net Income (loss) from continuing operations         (95)              (192)

Basic income (loss) per share                   $       0      $         (0)
                                                =========       ===========

Weighted average shares outstanding            28,990,756        28,990,756
                                               ==========       ===========

    The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>


                     AFFINITY INTERNATIONAL MARKETING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                             Three Months
                                                            Ended March 31,
                                                        2001               2000
                                                       -------           -------
Cash flows from operating activities:
Net income (loss)                                    $      (95)   $      (192)
                                                      ----------    -----------
Net cash provided by (used in) operating activities         (95)          (192)
                                                      ----------    -----------

Cash flows from investing activities:
Net cash provided by (used in) investing activities            0             0
                                                      ----------    -----------

Cash flows from financing activities:
Net cash provided by financing activities                      0             0
                                                      ----------    ----------

Net (decrease) increase in cash and cash equivalents        (95)          (192)

Cash and cash equivalents, as of beginning of period      11,264        18,848
                                                      ----------    -----------
Cash and cash equivalents, as of end of period       $    11,169    $   18,656
                                                      ==========    ===========

   The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>

                     AFFINITY INTERNATIONAL MARKETING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001

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, 2000 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,  2000.  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, 2001.

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, 2001 Compared to Three Months Ended March 31, 2000

         The Company  has no ongoing  business  activities  and has not had such
since 1999, except to seek an entity to acquire.  Accordingly, its sole revenues
are interest income and its sole expenses are bank charges.  Its office space is
being provided free of charge by a shareholder of the Company.

Financial Condition, Liquidity and Capital Resources

         The Company had a cash balance of $11,169 and a working capital deficit
of  $1,937,767  at March 31, 2001  compared  to a cash  balance of $11,264 and a
working  capital deficit of $1,937,672 at December 31, 2000. The decrease in the
working  capital  deficit was  attributable  to the current period net operating
loss.

         For the three  months  ended March 31, 2001 net cash used in  operating
activities totaled $95 as compared to $192 used in operating  activities for the
corresponding period of the prior year. This change resulted from an increase in
the net operation loss.

         We received  no cash from  either  investing  or  financing  activities
during either the three months ended March 31, 2001, or March 31, 2000.

         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.


                                       5
<PAGE>

         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.  This acquisition was never consumated because we
were unable to obtain audited  financial  statements of Union IPO and because of
outstanding litigation against the Company. We are dependent upon the efforts of
our President to seek out, and negotiate other business  opportunities.  Even if
we do not acquire an 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

                  None

         (b)      Reports on Form 8-K

                  None



                                       6
<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.

                                      AFFINITY INTERNATIONAL MARKETING, INC.


                                      By: /s/ Kenneth DeFillipo
                                          --------------------------------------
                                          Kenneth DeFillipo
                                          President, Chief Executive Officer and
                                          Chief Financial Officer

Dated: May 16, 2001