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. 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 Item 1 - Financial Statements TREASURE AND EXHIBITS INTERNATIONAL, INC. BALANCE SHEET September 30, December 31, 2000 1999 -------------- -------------- 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 ============= ================

The accompanying notes are an integral part of these financial statements 3 TREASURE AND EXHIBITS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, ---------------------- ---------------------- 2000 1999 2000 1999 ----------- --------- --------- ----------- 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 ========== =========== =========== =============

The accompanying notes are an integral part of these financial statements 4 TREASURE AND EXHIBITS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, ---------------------------------- 2000 1999 --------- -------- 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 ============== ===================

The accompanying notes are an integral part of these financial statements 5 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 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 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 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

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