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, 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 November  1, 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, 2000
            and December 31, 1999...........................................3

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

            Consolidated Statements of Cash Flows - For the nine
            months ended September 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.
                                  BALANCE SHEET


<TABLE>

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

ASSETS
Current Assets
           Cash and cash equivalents                                 $    5,217      $         4,095
           Investment in marketable securities                                -                9,544
                                                                   -------------     ----------------

                    Total current assets                                  5,217               13,639

                    Other assets
           Total assets                                                   7,622                7,622
                                                                   -------------     ----------------

LIABILITIES & STOCKHOLDERS EQUITY                                    $   12,839        $      21,261
                                                                   =============     ================

Current liabilities:
           Accounts payable and accrued liabilities                  $  413,485        $     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                         2,034,855            1,937,601

                    Stockholders' Deficiency:
           Common stock $.0001 par value, 50,000,000 authorized,
           28,990,756 shares outstanding as of September 30, 2000
           and December 31, 1999                                          2,899                2,899
           Additional paid in capital                                 2,111,706            2,111,706
           Accumulated deficit                                       (4,136,621)          (4,030,945)
                                                                   -------------     ----------------

           Total stockholders' equity                                (2,022,016)          (1,916,340)
                                                                   -------------     ----------------

           Total liabilities & stockholders' equity                  $   12,839        $      21,261
                                                                   =============     ================

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>

                                               Three Months Ended            Nine Months Ended
                                                 September 30,                   September
                                                                                     30,
                                              ----------------------       ----------------------

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


           Revenue:
       Interest and dividend income                 74         80              288          545
       Realized and unrealized gain on
       investments in marketable securities          0          0                0       10,711
                                            ----------    ----------      ----------   -----------

       Net revenues                                 74         80           10,999          545

       General and administrative expenses       6,579    106,822          122,244      504,859
                                            ----------    ----------      ----------   ------------

           Income (loss) from continuing
           operations before income tax
           (expense) benefit                   (6,505)   (106,742)         (111,245)    (504,314)

           Income tax (expense) benefit             0     (39,000)            5,569     (424,000)
                                            ----------   -----------      -----------  ------------

           Net income (loss) from
           continuing operations               (6,505)   (145,742)         (105,676)    (928,314)

           Discontinued operations: (1999)
       Loss from operations of discontinued
       operations                                   0   $ (90,000)                0    $(745,000)
                                            ----------   -----------      -----------   -----------

           Net income (loss)                   (6,505)  $ 235,742          (105,676)  (1,673,314)
                                            ==========   ===========      ===========  =============

           Basic net income (loss) from
           continuing operations per share          0          0           $   (.01)        (.03)
                                            ==========   ===========      ===========  =============

           Basic income (loss) per share            0          0                 .01    $   (.06)
                                            ==========   ===========      ===========  =============

           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

                                       4
<PAGE>

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


                                                                Nine Months Ended September 30,
                                                              ----------------------------------

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


           Cash Flows from operating activities:
           Net income (loss)                                    $  (105,676)       $ (1,673,314)
           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
       Depreciation                                                                      38,512
       Realized and unrealized gain on sale of marketable
       securities                                                                             0
       Changes in operating assets and liabilities:
       (Increase) decrease in other assets                            9,544              (7,122)
       Increase (decrease) in accounts payable and accrued
       liabilities                                                   43,840             576,997
                                                                --------------    -------------------

           Net cash provided by (used in) operating activities      (52,292)           (794,189)
                                                                --------------    -------------------

           Cash Flows from investing activities:
           Loan advances to affiliates                            $       0          $        0
           Principal payments received from others                        0             750,000
                                                                --------------    -------------------

       Net cash provided by (used in) investing activities                0             750,000
                                                                --------------    -------------------

           Cash Flows from financing activities:
           Proceeds from notes payable - affiliates                  53,414             100,983
                                                                --------------    -------------------

       Net cash provided by (used in) financing activities           53,414             100,983
                                                                --------------    -------------------

           Net (decrease) increase in cash and cash equivalents       1,122              56,794

           Cash & cash equivalents, as of beginning of period         4,095               1,544
                                                                --------------    -------------------

           Cash & cash equivalents, as of end of period
                                                                  $  5,217            $  58,338
                                                                ==============    ===================

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>


                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 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  numerous  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.


                                       6
<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  September 30, 2000 Compared to Three Months Ended  September
30, 1999

     Revenues.  Net  revenues  decreased  $6 or 7.5% to $74 for the three months
ended September 30, 2000 from $80 for the three months ended September 30, 1999.
The  decrease is  attributable  to a decrease of $6 in interest  income from the
three months ended September 30, 1999.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $6,579 for the three  months  ended  September  30,  2000 a decrease of
$100,243 or 93.9% from $106,742 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 September 30, 2000.

     Losses  from  continuing  operations.  Losses  from  continuing  operations
totaled  $6,505 for the three  months  ended  September  30,  2000 a decrease of
$100,237 or 93.9% from $106,742 during the same period in 1999. This decrease is
primarily  attributable  to the  absence of expenses  incurred  in building  the
required infrastructure to open the gaming operations.

     Losses  from  discontinued  operations.  The  Company  had no  losses  from
discontinued operations during the three months ended September 30, 2000. Losses
from  discontinued  operations  resulted  from the  shutting  down of the casino
operations and totaled $90,000 for the three months ended September 30, 1999.

                                       7
<PAGE>


Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999

     Revenues.  For the nine months  ended  September  30,  2000,  net  revenues
increased by $10,454 or  1,918.16%  to $10,999 as compared to total  revenues of
$545 for the nine months ended  September 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.

     General and Administrative  Expenses.  General and administrative  expenses
totaled  $122,244  during the nine months ended September 30, 2000 a decrease of
$382,615 or 75.8% from $504,859 during the same period in the prior fiscal year.
This decrease is primarily  attributable  to the absence  during the nine months
ended September 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  $111,245  for the nine months ended  September  30, 2000, a decrease of
$393,069 or 77.9% from $504,314 during the same period in 1999. This decrease is
primarily attributable to the absence during the nine months ended September 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 nine months ended  September 30, 2000.  Losses
from  discontinued  operations  for the nine months ended June 30, 1999 resulted
from shutting down the casino ship operations and totaled $745,000.

     Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $5,217 and a deficit  working  capital of
$2,022,016  at  September  30, 2000  compared to a cash  balance of $4,095 and a
deficit in working capital of $1,916,340 at December 31, 1999.

     For the nine  months  ended  September  30,  2000  cash  used in  operating
activities  amounted  totalled  $52,292 as  compared  to cash used by  operating
activities  of $794,189  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 nine
months ended  September  30, 2000 from  $750,000  used in  investing  activities
during the nine months ended  September 30, 1999.  This decrease is attributable
to the payment of a $750,000  note related to the sale of  artifacts  during the
nine months ended  September 30, 1999 and no comparable  payment during the nine
months ended September 30, 2000.

     Net cash provided by financing  activities  decreased to $53,414 during the
nine months ended  September 30, 2000 from $100,983 during the nine months ended
September 30, 1999. This decrease was  attributable to reduced proceeds from the
issuance of promissory  notes.  As of December,  1999 the Company had ceased all
operations and 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.

                                       8
<PAGE>

     The Company has 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

                                   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: November ___, 2000