FORM 10-Q


                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549


         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934


                 For Quarter Ended March 31, 1998


                            2-96366-A        
                     (Commission File Number)


             TREASURES & EXHIBITS INTERNATIONAL, INC.
      (Exact name of Registrant as specified in its charter)


          Florida                                 59-2483405     
    (State of other jurisdiction(IRS Employer
    of incorporation or organization) Identification No.)


  2300 Glades Road, Suite 450, West Tower, Boca Raton, FL 33431
             (Address of Principal Executive Offices)


                           (561) 750-7535                  
       (Registrant's Telephone Number, including area code)



      (Former name, former address and former fiscal years,
                  if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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   x     No      

There were 25,990,756 shares of Common Stock, $.0001 par value,
issued and outstanding at June 1, 1998.

<PAGE>

             TREASURES & EXHIBITS INTERNATIONAL, INC.

                              INDEX


PART I.    FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Balance Sheets - March 31, 1998 (Unaudited) and
               December 31, 1997.

               Statement of Operations - Three months ended March
               31, 1998 and 1997 (Unaudited).

               Statement of Shareholders' Equity - December 31,
               1994 through March 31, 1998.

               Statement of Cash Flows - Three months ended March
               31, 1998 and 1997 (Unaudited).

               Notes to Consolidated Financial Statements.

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

PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings

     Item 2.   Changes in Securities

     Item 3.   Defaults Upon Senior Securities

     Item 4.   Submission of Matters to a Vote of Security-Holders

     Item 5.   Other Information

     Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>
                                 
              TREASURES & EXHIBITS INTERNATIONAL, INC.


                  PART I - FINANCIAL INFORMATION



Item I.     Financial Statements









<PAGE>

                                 
              TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                          BALANCE SHEETS

<TABLE>
<CAPTION>
                                ASSETS

                                       March 31,        December 31,
                                         1998               1997    
                                       (Unaudited)
<S>                                  <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents          $   35,512         $  179,795
  Investment in marketable
  trading securities - at market         14,961             16,143

  TOTAL CURRENT ASSETS                   50,473            195,938

INVESTMENT IN ARTIFACTS               2,432,500                -    

                                     $2,482,973         $  195,938

</TABLE>














See accompanying notes to financial statements.

<PAGE>

             TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                          BALANCE SHEETS


<TABLE>
<CAPTION>
                 LIABILITIES AND SHAREHOLDERS' EQUITY

                                       March 31,       December 31,*
                                         1998              1997    
                                       (Unaudited)
<S>                                  <C>               <C>
CURRENT LIABILITIES:
  Notes payable                        $   23,103       $    2,083
  Accounts payable and accrued
  expenses                                 25,000           15,000 
  Due to Affiliates                       682,500              -   

  TOTAL CURRENT LIABILITIES               730,603           17,083 

PUT OPTION                              1,615,000              -  

SHAREHOLDERS' EQUITY:
  Common stock $.0001 par value;
  authorized 50,000,000 shares;
  issued and outstanding
  25,990,756 shares in 1998 and
    16,490,756 shares in 1997               2,599            1,649 
  Additional paid-in capital            1,136,413        1,137,363 
  Accumulated deficit                  (1,001,642)        (960,157)

    TOTAL SHAREHOLDERS' EQUITY            137,370          178,855 

                                       $2,482,973       $  195,938 

</TABLE>






* Reclassified for comparative purposes

See accompanying notes to financial statements.


<PAGE>

              TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                     STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                        Three Months Ended  
                                             March 31,  
                                        1998          1997    
                                     (Unaudited)   (Unaudited)
<S>                                 <C>           <C>
REVENUES:
   Interest and dividend income      $       811   $     7,913 
   Realized and unrealized  
   gain (loss) on invest-
   ment in marketable
   trading securities                     (1,182)          632  
   Direct finance lease income               -             241  
                                                                                  (371)        8,786  

OPERATING EXPENSES:
   General and
     administrative expenses              41,114        12,181  

INCOME (LOSS) FROM OPERATIONS           (41,485)       (3,395) 

OTHER INCOME (EXPENSES):
   Equity in earnings (loss)
    of unconsolidated subsidiary            -         (12,897) 
 
INCOME (LOSS) BEFORE INCOME TAXES       (41,485)      (16,292) 

PROVISION FOR INCOME TAXES                  -           7,078  
 
NET INCOME (LOSS)                   $   (41,485)  $   (23,370)  

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING                        17,862,978    16,398,356  

NET INCOME PER COMMON SHARE         $       -     $       -   

</TABLE>








See accompanying notes to financial statements.

<PAGE>


                                  TREASURE & EXHIBITS INTERNATIONAL, INC.
                                 (Formerly Vanderbilt Square Corporation)
                                     STATEMENT OF SHAREHOLDERS' EQUITY
                              FROM DECEMBER 31, 1994 THROUGH MARCH 31, 1998  
                                                    
                                                    
<TABLE>
<CAPTION>
                                    Common Stock
                                  $.0001 Par Value             Additional    Retained
                               Authorized 50,000,000 Shares    Paid-In       Earnings     Treasury
                                   Shares      Amount          Capital       (Deficit)    Stock        Total   
<S>                              <C>          <C>              <C>          <C>           <C>       <C>
Balance - December 31, 1994      14,429,750   $  1,499         $   970,557  $  (10,719)   $(36,239) $   925,098 

  Purchase of Treasury Stock       (826,900)       -                  -            -       (71,477)     (71,477)
  Sale of Treasury Stock            333,000        -                  -            -        24,981       24,981 
  Net income for the period             -          -                  -          1,498         -          1,498

Balance - December 31, 1995      13,935,850      1,499             970,557      (9,221)    (82,735)     880,100 

  10% Stock Dividend              1,499,156        150             166,806    (166,956)         -           -   
  Purchase of Treasury Stock       (249,100)       -                   -           -       (33,070)     (33,070)
  Sale of Treasury Stock          1,212,450        -                   -           -       105,773      105,773 
  Net income for the period             -          -                   -        59,443         -         59,443 

Balance - December 31, 1996      16,398,356      1,649           1,137,363    (116,734)    (10,032)   1,012,246 

  Sale of treasury stock             92,400        -                   -           -        10,032       10,032
  Dividend distribution                 -          -                   -      (864,263)        -       (864,263)
  Net income for the period             -          -                   -        20,840         -         20,840 

Balance - December 31, 1997      16,490,756      1,649           1,137,363    (960,157)        -        178,855

  Net loss for the period               -          -                   -       (41,485)        -        (41,485)
  Issuance of stock               9,500,000        950           1,614,050         -           -      1,614,050
  Reclassification of put option        -          -            (1,615,000)        -           -     (1,615,000)

Balance - March 31, 1997         25,990,756   $  2,599         $ 1,136,413 $(1,001,642)  $     -    $   137,370 

</TABLE>

See accompanying notes to financial statements.
                                             

<PAGE>

              TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                     STATEMENT OF CASH FLOWS
                           (Unaudited)

<TABLE>
<CAPTION>

               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                 Three Months Ended
                                                      March 31,
                                                 1998           1997   
<S>                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $  (41,485)   $  (23,370)
  Adjustments to reconcile net income 
    to net cash provided by (used in)
    operating activities:                                
      (Gain) loss on sale of
        marketable securities                        -         (30,352)
      Equity in (earnings) or loss
        of unconsolidated subsidiary                 -          12,897 
      Allowance for market decline 
        of securities                              1,182        29,720 
  Changes in operating assets and liabilities:
      Increase (Decrease) in accounts
        payable and accrued expenses              21,020       (38,359)
      Decrease in accrued interest receivable        -             143 
      (Increase) decrease in
        accounts receivable                          -           2,493 
      Increase in income taxes payable               -           3,128 
      Proceeds from sale of marketable
        trading securities                           -          61,918 
      Purchase of marketable trading
        securities                                   -         (53,324)

      Net cash provided by (used in)
        operating activities                     (19,283)      (35,106)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Loan advance to affiliates                     125,000           -   
  Principal collections of loans
     to affiliates                                   -           3,085 
  Advance paid on notes receivable
     - other                                         -          (2,000)
  Principal collections of notes
     receivable - other                              -           5,004 
  Principal collections of direct
     financing leases                                -             838 
  Investment in unconsolidated
     subsidiaries                                    -         (11,103)
  
     Net cash provided by
       (used in) investing activities           (125,000)       (4,176)

</TABLE>


<PAGE>

             TREASURE & EXHIBITS INTERNATIONAL, INC.
            (Formerly Vanderbilt Square Corporation)
                     STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

             INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                Three Months Ended
                                                    March 31, 
                                                 1998          1997   
<S>                                         <C>            <C>
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          $ (144,283)    $  (39,282)

CASH AND CASH EQUIVALENTS -
  BEGINNING OF PERIOD                          179,795        250,209 

CASH AND CASH EQUIVALENTS -
  END OF PERIOD                             $   35,512     $  210,927 

</TABLE>









See accompanying notes to financial statements.


<PAGE>

             TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                  NOTES TO FINANCIAL STATEMENTS
                          March 31, 1998
                           (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Cash and Cash Equivalents - For purposes of the balance
    sheet and statement of cash flows, the Company considers
    all highly liquid debt instruments purchased with a
    maturity of three months or less to be cash equivalents.

    Income Taxes - Deferred income taxes reflect the tax
    consequences on future years of differences between the
    tax basis of assets and liabilities and their financial
    reporting amounts.  Future tax benefits, such as net
    operating loss carryforwards, are recognized to the
    extent that realization of such benefits are more likely
    than not.

    Account Estimates - The preparation of financial
    statements in conformity with generally accepted
    accounting principles require management to make
    estimates and assumptions that affect the reported
    amounts of assets and liabilities and disclosure of
    contingent assets and liabilities at the date of the
    financial statement and the reported amounts of revenues
    and expenses during the reporting period.  Actual results
    could differ from these estimates.

NOTE 2 - FAIR PRESENTATION

    The balance sheet as of March 31, 1998, the statement of
    operations for the three months ended March 31, 1998 and
    1997, the statement of shareholders' equity as of March
    31, 1998, and the statement of cash flows for the three
    months ended March 31, 1998 and 1997, have been prepared
    by the Company without audit.  In the opinion of
    management, all adjustments necessary to present fairly
    the financial position and results of operations at March
    31, 1998 and for all period presented have been made.

    The operations for the three months ended March 31, 1998
    are not necessarily indicative of the results of
    operations to be expected for the Company's fiscal year. 

    The condensed financial statements as of December 31,
    1997, 1996 and 1995 have been derived from audited
    financial statements.


<PAGE>

             TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                  NOTES TO FINANCIAL STATEMENTS
                          March 31, 1998
                           (Unaudited)


NOTE 2 - FAIR PRESENTATION (Cont'd)

    Certain information and footnote disclosures normally
    included in financial statements prepared in accordance
    with generally accepted accounting principles have been
    condensed or omitted.  It is suggested that these
    condensed financial statements be read in conjunction
    with the consolidated financial statements and notes
    thereto as of December 31, 1997 and for the year then
    ended.

NOTE 3 - BASIS OF PRESENTATION

    The March 31, 1997 statement of operations includes the
    accounts of Vanderbilt Square Corp. and its wholly-owned
    subsidiary, Hi-Tech Leasing, Inc..  All significant
    intercompany accounts and transaction have been
    eliminated in such financial statements.

NOTE 4 - NAME CHANGE

    On February 27, 1998, the Company changed its name to
    Treasure & Exhibits International, Inc.

NOTE 5 - EARNINGS (LOSS) PER SHARE

    Per share information was computed using the weighted
    average number of common shares outstanding during the
    reporting periods.  Per share information computed to be
    less than one cent is not shown on the accompanying
    financial statements.

    The Company's adoption of FASB - 128, earnings per share,
    did not have a material impact upon reported per share
    amounts.

NOTE 6 - INVESTMENT IN MARKETABLE TRADING SECURITIES

    Marketable trading securities are stated at market value
    at the balance sheet date.  The cost of these investments
    is $40,180 at March 31, 1998 and December 31, 1997,
    respectively.  Unrealized gains and losses resulting from
    fluctuations in the market price of the related
    securities are currently reflected in the statement of
    operations under the caption "Realized and unrealized
    gain (loss) in marketable trading securities".

<PAGE>

             TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                  NOTES TO FINANCIAL STATEMENTS
                          March 31, 1998
                           (Unaudited)


NOTE 7 - INVESTMENT IN ARTIFACTS

    On March 19, 1998, the Company exercised its option to
    purchase artifacts known as the "Dry Tortugas Treasure". 
    The "treasure" is comprised of a collection of seventeenth
    century artifacts which were recovered from a sunken
    Spanish galleon in an area known as The Dry Tortugas.

    Consideration named in the purchase agreement amounted to
    $2,432,500 comprised of $617,500 cash, a $200,000
    promissory note, and 9,500,000 shares of the Company's
    restricted Common Stock valued by the Buyer and Seller at
    $1,615,000.

    The Company retained the right to repurchase up to
    8,000,000 shares of the restricted Common Stock at prices
    ranging from $.135 to $.15 per share.

    The Company granted the artifacts seller a one year right
    to put all or any of the 9,500,000 shares of restricted
    common stock to the Company at per share prices ranging
    from $.085 to $.17 per share.  The Company's repurchase
    price of $.085 per share is dependent upon the successful
    registration of the shares used in the transaction.  The
    put option is reflected as a liability in the
    accompanying balance sheet.

    The artifact purchase agreement also provides the Sellers
    with the right to receive additional Common Stock.  If
    the average market bid price of the Company's Common
    Stock is less than $.12 per share during the first five
    market days following March 19, 1998, the Company shall
    issue additional restricted Common Stock to the Sellers
    in proportion to their original holdings to cause the
    Seller to have the equivalent per share valuation of $.17
    for shares issued in connection with this transaction.

NOTE 8 - NOTES PAYABLE

         Notes payable consist of the following:
                                                                 
         18% Promissory Note - interest payments
         commencing April 19, 1998.  Maturing
         on March 19, 1999.  This note is owed
         to an affiliated company.                     $482,500


<PAGE>

             TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                  NOTES TO FINANCIAL STATEMENTS
                          March 31, 1998
                           (Unaudited)


NOTE 8 - NOTES PAYABLE (Cont'd)
    
         Secured Promissory Note - Due August 1, 1998.
         Collateralized by certain Dry Tortugas
         Artifacts valued at $250,000.  This note is
         Owed to the Seller of the artifacts            200,000

                                                       $682,500

NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

         (a) Payments made directly to the Seller of the Dry
         Tortugas artifacts by affiliates amounted to $617,500.

         (b) Advances to affiliates amounting to $125,000 were
         considered to be repaid to the Company through a like
         amount of direct payments to the Dry Tortugas artifacts
         Seller as indicated in item (a) above.

         (c) Common Stock (and put option) issued in connection
         with artifact asset acquisition amounted to $1,615,000.

NOTE 10 - PROPOSED ACQUISITION

         On September 10, 1997, the Company entered into a Letter
         of Intent to acquire all of the outstanding capital stock
         of Michael's International Treasure Jewelry, Inc.
         ("Michael's"), a privately-held corporation.  The entity
         is affiliated to the Company by virtue of common
         principal shareholders.  "Michael's" operates retail
         jewelry stores in Miami and Key West.  The stores
         specialize in the sale of jewelry designed with coins of
         antiquity.

         Terms of this Letter of Intent specify a purchase price
         of  $3,500,000 consisting of $350,000 cash and $3,150,000
         of the Company's authorized, but previously unissued,
         restricted common stock.  A total of 8,200,989 shares are
         anticipated to be issued in connection with the
         acquisition.  "Michael's" will become a wholly-owned
         subsidiary of the Company in a transaction which is
         expected to be recorded as a reverse acquisition for
         accounting and financial statement reporting purposes.

         At March 31, 1998, the Company is continuing its due
         diligence efforts with respect to the proposed
         acquisition.

<PAGE>

              TREASURE & EXHIBITS INTERNATIONAL, INC.
             (Formerly Vanderbilt Square Corporation)
                  NOTES TO FINANCIAL STATEMENTS
                          March 31, 1998
                           (Unaudited)


NOTE 11 - RELATED PARTY TRANSACTIONS

         Consulting Agreement - The Company paid $15,000 to an
         affiliate in accordance with a (modified) consulting
         agreement during the three months ended March 31, 1998. 
         A modification reducing consulting fee expense from
         $120,000 per annum to $60,000 per annum was effective
         January 1, 1998.

         Interest Expense - Interest expense incurred in
         connection with borrowing from affiliates amounts to
         $2,855 for the three months ended March 31, 1998.

NOTE 12 - INCOME TAXES 

         A deferred tax benefit relating to the Company's net
         operating loss carryforward ($44,754) and allowance for
         market decline of investments ($24,037) is offset by a
         valuation allowance since future realization of such
         benefit cannot be assured from profitable operations.

         The net operating loss expires in the year 2112.
  
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                     
          

     The analysis of the Company's financial condition, liquidity,
capital resources and results of operations should be reviewed in
conjunction with the accompanying financial statements, including
the notes thereto.

Financial Condition

At March 31, 1998, the Company had current assets of $50,473,
compared to $195,938 at December 31, 1997; total assets of
$2,482,973 as compared to $195,938 at December 31, 1997; current
liabilities of $730,603 as compared to $17,083 at December 31,
1997, and a current net worth of $137,370 as compared to $178,855
at December 31, 1997.  (See "Financial Statements").  The increase
in total assets and net worth are principally due to the Company's
disposal of its investments in subsidiaries Hi-Tech Leasing, Inc.
and Professional Programmers, Inc. and the August 26, 1997
distribution of its investment in Corrections Services Inc. to the
Company's shareholders.  See Financial Statements Note 7.

Liquidity

During the three months ended March 31, 1998, the Company had a
decrease in cash and cash equivalents of $(144,283).  The decrease
was principally attributed to the Company's use of its cash in
investing activities, primarily a loan advance to affiliates.

At March 31, 1998 the Company had limited liabilities and no
present commitments that were reasonably likely to result in its
liquidity increasing or decreasing in any material way.  During
this reporting period the Company determined to pursue exercise of
the lease purchase option contained in an artifacts and display
items lease of treasure artifacts from a joint venture between
Seahawk Deep Ocean Technology, Inc. and a Seahawk affiliate in
Tampa, Florida.  The Company and its intended acquisition,
Michael's International Treasure Jewelry, Inc., were co-lessees in
the Seahawk lease.  The Company determined to seek to exercise the
lease purchase option to acquire the leased items itself prior to
the completion of its due diligence efforts in connection with its
intended acquisition of Michael's International Treasure Jewelry,
Inc. ("Michael's").  On March 19, 1998, the Company closed its
purchase of the artifacts with Michael's consent to the transaction
and without Michael's participation in exercise of the lease
purchase option.  

     Under the terms of the purchase agreement, lease payments in
the amount of $135,000 which had been previously paid were credited
to the cash portion of the agreed purchase price totaling $617,500. 
The balance of the purchase price was paid with 9,500,000
additional shares of the Company's authorized but previously
unissued Common Stock and a secured promissory note due on August
1, 1998 in the original principal amount of $200,000.  All of the
cash funds required to complete the transaction on March 19, 1998
($482,500), were borrowed by the Company from its affiliate, First
Capital Services, Inc., a closely held Florida corporation.  First
Capital Services, Inc. is affiliated with the Company through
common management and control in that the Company's President and
Chief Executive Officer, Larry Schwartz, is also President and
Chief Executive Officer of First Capital Services, Inc.

<PAGE>

     The debt incurred by the Company in the process of acquiring
the Seahawk treasure artifacts, exceeded the Company's total assets
at year-end 1997 by a factor approaching four (4).  While the debt
to its affiliate, First Capital Services, Inc., is demand in nature
and requires no immediate and on-going debt service, the Company's
prospective ability to repay the debt with revenues from commercial
operations is largely dependent, at June 1, 1998, on its subsequent
ability to complete the intended acquisition of Michael's and to
deploy the artifacts acquired from Seahawk as inventory and
exhibits in a commercial manner which will generate revenues and
profits to the Company.  There is no present assurance that the
Company will in fact be able to successfully complete those plans
due to the potential occurrence of one or more presently unforseen,
insurmountable obstacles to completion of that transaction.  In the
event that it is unable to do so, the Company will be required to
modify its present plan to attempt in some other, presently
unforseen, way to otherwise commence commercial operations with a
view toward generating revenues or resale proceeds from the
treasure and display items it has acquired with substantial debt
and dilution to its shareholders.

     Pursuant to additional terms of the exercised lease purchase
option with Seahawk, the Company has the right to repurchase
8,000,000 of the 9,500,000 shares issued as part of the
consideration in the transaction within a ninety (90) day period
ending on or about June 19, 1998.  The Company (at June 1, 1998)
has no current ability to exercise its Common Stock repurchase
option with Seahawk and will likely be faced with the need for
additional, substantial borrowing from one or more affiliates in
order to exercise the repurchase option should it choose to do so
within the exercise period.  

     In general, at June 1, 1998, the Company's liquidity is
limited and will likely diminish in the near term in the absence
of current commercial operations and on-going general and
administrative expenses.  The Registrant knows of no other trend,
additional demand, event or uncertainties that will result in, or
that are reasonably likely to result in, its liquidity increasing
or decreasing in any material way.

Capital Resources

     The Company has no outstanding unused credit lines or credit
commitments in place.  In order to close its exercise of the
Seahawk lease purchase option, the Company sought and secured
credit from an affiliate, First Capital Services, Inc., a closely-
held Florida corporation under common control with the Company
through its President and Chief Executive Officer.  It is the
Company's intent at June 1, 1998, to continue to rely upon its
affiliate as needed for additional debt financing and to pursue
some form of equity financing in the near term, in a manner, and
under terms and conditions yet to be determined.  

     In the event that its current due diligence efforts with
regard to the acquisition of Michael's International Treasure
Jewelry, Inc. are successfully completed, the Company will require
further capital financing to complete that acquisition and to repay
or partially repay the debt to its affiliate, First Capital
Services, Inc. incurred in the Company's acquisition of the Seahawk
artifacts.  In the interim, the Company will continue to lease the
artifacts and display items to Michael's pending completion of the

<PAGE>

intended acquisition.  If the Company is ultimately unable to
secure additional debt financing or to raise capital from an equity
financing, it will be adversely affected in that it will likely be
unable to repay its current debt and subsequently, similarly, be
unable to complete the planned acquisition of Michael's.  While the
Company currently anticipates completion of the Michael's
acquisition transaction, there is and can be no present assurance
that it will be able to do so.

Results of Operations

     The Company had no revenues for the three months ended March
31, 1998 as compared to $8,786 for the quarter ended March 31,
1997.  The principal reason for the decrease in revenues was a
significant decrease in interest and dividend income and losses on
investments in marketable trading securities.

     Operating expenses increased to $41,114 for the quarter ended
March 31, 1998 as compared to $12,181 at March 31, 1997.  The
difference between operating expenses at March 31, 1998 and March
31, 1997, was $28,933.  The principal reason for the difference
between March 31, 1998 and 1997, is an increase in General and
Administrative Expenses.  During the quarter ended March 31, 1998
the Company sustained a net loss of ($41,485) as compared to a net
loss of ($23,370) during the comparable quarter of 1997.

     At March 31, 1998, the Company had no current commercial
operations.  Having only recently completed acquisition of the
Seahawk treasure artifacts and exhibits items, through exercise of
the lease purchase option, using debt proceeds secured from its
affiliate, First Capital Services, Inc., the Company (at June 1,
1998), has begun commercial operations through its collection of
lease payments, albeit reduced to $14,000 per month since the lease
payments no longer contain a component reflecting a purchase
option, from Michael's for continued lease of the Seahawk artifacts
and display items otherwise under the same terms and conditions of
the Seahawk lease.  The Company intends to continue this
arrangement with Michael's pending completion of its current due
diligence efforts toward developing, entering into and closing a
definitive acquisition agreement with Michael's.  While there can
be no present assurance that the Company will not encounter an
insurmountable obstacle to successful completion of that
transaction, the Company believes that it will be able to do so
during the first half of 1998.  Completion of that transaction, at
this point, however, is primarily dependent on the Company's
ability to raise additional debt or equity financing.  

     Once closed, if closed, the Company expects its acquisition
of Michael's to enable it to, and to continue to, buy unique
shipwreck artifacts and to carry out its ultimate plan to become
a leading retailer of quality treasure jewelry and artifacts.  The
many uncertainties surrounding completion and implementation of
this plan however may preclude its successful implementation.  In
that event, the Company will be adversely affected.

<PAGE>

                             PART II

Item 1.  LEGAL PROCEEDINGS

         Not applicable.

Item 2.  CHANGES IN SECURITIES

         Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY- HOLDERS

         Not applicable.

Item 5.  OTHER INFORMATION

         Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     The Registrant filed one (1) Current Report on Form 8-K
     during this reporting period dated  March 19, 1998 reporting
     its acquisition of the artifacts from Seahawk on that date
     for cash, note and restricted Common Stock.  See Item 2.
     Management's Discussion and Analysis of Financial Condition
     and Results of Operations - Liquidity.

<PAGE>
                            SIGNATURES


     Pursuant to the requirements 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.

                                                                 
                                   TREASURES & EXHIBITS
                                   INTERNATIONAL, INC.


Date: June 8, 1998                 BY:/s/Larry Schwartz          
                                      Larry Schwartz, President