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, 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

                    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  September  15,  2001,  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

Condensed Balance Sheet - June 30, 2001......................................3

Condensed Statements of Operations - For the three months and
six months ended June 30, 2001 and 2000......................................4

Condensed Statements of Cash Flows - For the six months
ended June 30, 2001 and 2000.................................................5

Notes to Condensed 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.....................................8

SIGNATURES...................................................................9


<PAGE>


Item 1 - Financial Statements

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                             CONDENSED BALANCE SHEET

                                                                 June 30, 2001
                                                                 --------------

                              ASSETS
Current Assets:
      Cash                                                       $ 11,169

         Total current assets                                      11,169

         Other                                                      7,622
                                                                 -----------

                                                                 $ 18,791
                                                                 ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

         Current Liabilities:
      Accounts payable                                           $324,145
      Notes and loans payable - related parties                   580,384
      Put option liability                                      1,044,407
                                                                -----------

         Total current liabilities                              1,948,936
                                                                ===========

         Stockholders' equity (deficit):
      Common stock, $.0001 par value, 50,000,000
      shares authorized: 28,990,756                                 2,899
      shares issued and outstanding:                            2,111,706

Additional paid in capital                                     (4,044,750)
                                                               ------------

Accumulated deficit                                            (1,930,145)
                                                               ------------

       Total stockholders' equity (deficit)                    $   18,791
                                                               ============
                                       3
<PAGE>


                     AFFINITY INTERNATIONAL MARKETING, INC.
                        CONDENSED STATEMENT OF OPERATIONS
                                   (Unaudited)

<TABLE>

                                                Three Months Ended June 30,    Six Months Ended June 30,

                                                  2001            2000          2001           2001
                                                ------------  ------------  ------------   ------------
<S>                                             <C>           <C>           <C>            <C>

Revenues:
Interest and dividend income                        $    -       $   138        $    9        $   214
Realized and unrealized gain on investments in
marketable securities                                    -        10,711             -         10,711
                                                -----------  ------------  ------------   ------------

Net revenues                                             -        10,849             9         10,925
                                                -----------  ------------  ------------   ------------

General and administrative                               -        93,390           104        115,665
                                                -----------  ------------  ------------   ------------

Loss from operations                                     -       (82,541)          (95)      (104,740)

Income tax benefit                                  $    -             -             -          5,569
                                                -----------  ------------  ------------   ------------

Net loss                                                 -     $ (82,541)       $  (95)     $ (99,171)
                                                ===========  ============  ============   ============

Basic and diluted income (loss) per common        $   0.00      $   0.00       $  0.00       $   0.00
share
                                                ===========  ============  ============   ============

Weighted average shares outstanding             11,467,931    28,990,756    28,990,756     28,990,756
                                                ===========  ============  ============   ============
</TABLE>


                                       4
<PAGE>

                     AFFINITY INTERNATIONAL MARKETING, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>

                                                                   Six Months Ended June 30,

                                                                    2001             2000
                                                               --------------    -------------
<S>                                                             <C>               <C>

Cash flows from operating activities:
Net loss                                                          $   (95)         $ (99,171)
      Adjustments to reconcile net income to net cash used in
      operating activities:

      Depreciation and amortization                                      -                  -
Changes in operating assets and liabilities

Other assets                                                             -              9,544

Accounts payable and accrued expenses                                    -             37,351
                                                               ------------     --------------

      Net cash used in operating activities                           (95)           (52,276)
                                                               ------------     --------------

      Cash flows from financing activities:
      Proceeds from notes payable-affiliates                             -             53,414
                                                               ------------     --------------

      Net cash provided by financing activities                          -             53,414
                                                               ------------     --------------

      Net increase (decrease) in cash and cash equivalents            (95)              1,138

      Cash and cash equivalents at beginning of period              11,264              4,095
                                                               ------------     --------------

      Cash and cash equivalents at end of period                 $  11,169          $   5,233
                                                               ============     ==============

      Cash paid for:
      Interest                                                   $       -          $       -
</TABLE>

                                       5
<PAGE>

                    TREASURE AND EXHIBITS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2001


1. INTERIM PRESENTATION

The  interim  Condensed  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,  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.

                                       6

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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 AND SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS AND SIX
MONTHS ENDED JUNE 30, 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.

Liquidity and Capital Resources

The  Company  had a cash  balance of $11,169  and a working  capital  deficit of
$1,937,767  at June 30, 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 six months  ended June 30,  2001 net cash used in  operating  activities
totaled  $95  compared  to  $52,276  used  in  operating   activities   for  the
corresponding period of the prior year. This change resulted from an increase in
the net loss.

We received no cash from either investing or financing  activities during either
the three months ended June 30, 2001, or June 30, 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.

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.

                                       7
<PAGE>

                           PART II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits

               None

         b) Reports on Form 8-K

          1.   Form 8-K dated May 9, 2001 re: Changes in Registrant's Certifying
               Accountants


                                       8
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                       AFFINITY INTERNATIONAL MARKETING, INC.

Date: September 17, 2001               By:/s/ Kenneth DeFilipo
                                          -----------------------------------
                                              Kenneth DeFillipo,
                                              Chief Executive Office and Chief