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

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

           Consolidated Statements of Cash Flows - For the six
           months ended June 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


                                       1
<PAGE>


Item 1 - Financial Statements

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>


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

Current assets:
  Cash and cash equivalents                       $     79,725       $      1,544
  Investments in marketable securities                  19,553             19,553
  Note receivable                                            0            750,000
                                                    -----------       ------------
     Total current assets                               99,278            771,097

Property and Equipment                               2,691,577          2,700,000

Other assets                                             7,622                500
                                                    -----------       ------------
     Total assets                                 $  2,798,477       $  3,471,597
                                                    ===========       ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities        $    520,436       $    100,834
  Notes and loans payable - related parties          2,515,904          2,171,054
  Put option                                         1,615,000          1,615,000
                                                    -----------       ------------
     Total current liabilities                       4,651,340          3,886,888

Stockholders' Deficiency:
   Common stock $.0001 par value, 50,000,000
      authorized, 28,990,756 shares outstanding
     as of June 30, 1999 and December 31, 1998           2,899              2,899
  Additional paid-in capital                         1,541,113          1,541,113
  Accumulated Deficit                               (3,396,875)        (1,959,303)
                                                    -----------       ------------
     Total stockholders' equity                     (1,852,863)          (415,291)
                                                    -----------       ------------
     Total liabilities and stockholders' equity   $  2,798,477       $  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             Six Months Ended
                                                June 30,                        June 30,
                                          ----------------------         ----------------------
                                           1999             1998          1999            1998
                                          ------           -----         ------          ------
<S>                                   <C>              <C>            <C>             <C>

Revenue:
  Interest and dividend income       $     221         $     184       $    465       $    995
  Realized and unrealized gain
     on investments
     in marketable securities                0             2,169              0            987
                                      ----------       ----------      ---------      ---------
                                           221             2,353            465          1,982

General and administrative
  expenses                             198,392            50,501        398,037         91,615
                                      ----------       ----------      ---------      ---------
Income (loss) from continuing
   operations before income tax
   (expense) benefit                  (198,171)          (48,148)      (397,572)       (89,633)

Income tax (expense) benefit           (81,000)                0       (385,000)             0
                                      ----------       ----------      ---------      ---------
Net Income (loss) from
  continuing operations               (279,171)          (48,148)      (782,572)       (89,633)

Discontinued operations:
  Loss from operations of
    discontinued operations
    (net of tax benefit of
     $181,000 and $385,000)          $(137,000)        $       0      $(655,000)             0
                                     ----------       ----------      ---------      ---------
Net income (loss)                    $(416,171)        $ (48,148)    (1,437,572)       (89,633)
                                     ==========       ==========      =========      =========
Basic net income (loss) from
  continuing operations per
  share                              $    (.01)        $       0      $    (.03)       $     0
                                     ==========       ==========      =========      =========
Basic income (loss) per share        $    (.01)        $       0      $    (.05)       $     0
                                     ==========       ==========      =========      =========
Weighted average shares
  outstanding                       28,990,756        25,990,756     28,990,756     21,926,867
                                    ===========       ==========     ==========     ==========
</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>

                                                                Six Months Ended June 30,
                                                               ---------------------------
                                                                   1999          1998
                                                                 --------      --------
<S>                                                           <C>             <C>

Cash flows from operating activities:
Net income (loss)                                          $   (1,437,572)    $ (89,633)
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             271,267             0
      Depreciation                                                 25,523             0
      Realized and unrealized gain on sale of marketable
         securities                                                     0          (987)
      Changes in operating assets and liabilities:
          (Increase) decrease in other assets                      (7,122)            0
          Increase (decrease) in accounts payable and
             accrued liabilities                                  419,602        38,974
                                                                ----------    ----------
     Net cash provided by (used in) operating activities         (728,302)      (51,646)
                                                                ----------    ----------

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                           56,483             0
                                                                ----------    ----------
   Net cash provided by financing activities                       56,483             0
                                                                ----------    ----------

Net (decrease) increase in cash and cash equivalents               78,181      (176,646)

Cash and cash equivalents, as of beginning of period                1,544       179,795
                                                                ----------    ----------
Cash and cash equivalents, as of end of period            $        79,725     $   3,149
                                                                ==========    ==========

</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
                                  June 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

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

     Revenues.  Net revenues  decreased  $2,132, or 90.6%, to $221 for the three
months ended June 30, 1999 from $2,353 for the three months ended June 30, 1998.
The  decrease is  attributable  to having no realized  and  unrealized  gains on
investments  in marketable  securities for the three month period ended June 30,
1999  compared  to a $2,169  gain on  realized  and  unrealized  investments  in
marketable  securities during the same period in 1998 which was partially offset
by having $37 of  additional  interest and dividend  income for the three months
ended June 30, 1999.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $198,392  for the three  months  ended  June 30,  1999 an  increase  of
$147,891 or 292.8%,  from  $50,501  during the same  period in the prior  fiscal
year. The increase is primarily  attributable  to expenses  incurred in building
the required infrastructure to open the gaming operations.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $279,171  for the three  months  ended June 30,  1999,  an  increase of
$231,023 or 479.8% from $48,148 during the same period in 1998. This increase is
primarily attributable to increased general and administrative expenses.

     Losses from discontinued  operations.  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,
compared to none in the same period of the prior year.  The losses are primarily
attributable  to  revenues  of  $102,000  which were  offset by direct  costs of
$7,000; wages of $75,000; accounting for a default judgment of $130,000 pursuant
to claims  relating  to  berthing  space of our casino  ship;  rent of  $30,000;
marketing of $40,000;  depreciation  of $13,000;  $11,000 of payroll tax expense
and $113,000 of various other expenses.

                                       5
<PAGE>

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

     Revenues.  For the six months ended June 30, 1999,  net revenues  decreased
$1,517, or 76.5%, to $465 as compared to total revenues of $1,982 during the six
months ended June 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 $530 or 53.3% to $465 in  interest  and  dividend
income  during the six month  period  ended June 30,  1999  compared  to $995 in
interest and dividend income during the same period in 1998.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $398,037  during the six  months  ended June 30,  1999 an  increase  of
$306,422 or 334.5%,  from  $91,615  during the same  period in the prior  fiscal
year. This increase is primarily  attributable to our start up costs  associated
with the maiden  voyage of our casino  cruise ship the  acquisition  of an adult
gaming  complex in Sunny Isles,  Florida,  as well as the leasing costs to berth
the ship.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled $782,572 for the six months ended June 30, 1999, an increase of $692,939
or 343.6%  from  $89,633  during  the same  period  in 1998.  This  increase  is
primarily attributable to increased general and administrative expenses relating
to the start up and leasing costs of a casino cruise ship,  and the  acquisition
of an adult gaming facility.

     Losses from discontinued  operations.  Losses from discontinued  operations
resulted  from the  shutting  down of the casino  ship  operations  and  totaled
$655,000 (net of a tax benefit of  $385,000),  for the six months ended June 30,
1999,  as compared to none in the same period of the prior year.  The losses are
attributable  to  revenues  of  $278,000  which were  offset by direct  costs of
$62,000;  maintenance  charges for the cruise  ship of $77,000;  lease and berth
space  costs of  $354,000  and  accounting  for a default  judgment  of $130,000
pursuant  to claims  relating to berthing  space of our casino  ship;  wages and
subcontracting  fees of  378,000;  payroll tax of  $33,000;  marketing  costs of
$85,000; depreciation of $13,000 and $186,000 of the other costs.

Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $79,725 and a deficit  working capital of
$ 4,552,062 at June 30, 1999  compared to a cash balance of $1,544 and a deficit
in working  capital of  $3,115,791  at June 30,  1998.  The  increase in cash is
primarily  attributable  to the payment of the  $750,000  note  receivable.  The
decrease in working capital was primarily attributable to a decrease of $750,000
in notes  receivable and an increase of $419,602 in accounts payable and accrued
liabilities.

     For the six months  ended June 30, 1999 cash used in  operating  activities
amounted to $728,302 as compared to cash used by operating activities of $51,656
for the corresponding  period of the prior year. This change resulted  primarily
from an  increase  in the net  operating  loss and in other  assets  which  were
partially offset by an increase of $271,267 in expenses paid by an affiliate; an
increase  of $25,523 in  depreciation;  and  increase  of  $380,628  in accounts
payable and accrued liabilities.

                                       6
<PAGE>

     Net cash provided by investing  activities increased to $750,000 during the
six months ended June 30, 1999 from $125,000 used in investing activities during
the six months ended June 30, 1998.  This increase is attributable to payment of
a $750,000  note  related to the sale of  artifacts  and the absence of loans to
affiliates.

     Net cash provided by financing  activities  increased to $56,483 during the
six months  ended June 30, 1999 from none  during the six months  ended June 30,
1998.  This  increase was  attributable  to 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  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  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

          During the three months  ending June 30, 1999,  we filed one report on
          Form 8-K  announcing  the  resignation  of our former Chief  Executive
          Officer, Lee Summers, and appointing the undersigned as President.

                                       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

                                       8