SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
JULY 24, 1998
Date of Report (Date of Earliest Event Reported)
2-96366-A
(Commission File Number)
TREASURE & EXHIBITS INTERNATIONAL, INC.
Florida 59-2483405
(State of Other Juris- (IRS Employer Iden-
diction of Incorporation) tification Number)
2300 Glades Road, Suite 450-West
Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 750-7200
(Registrant's Telephone Number)
(Former Name or Former Address, if
Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On July 20, 1998, First Consolidated Financial Corp., a
closely held Florida corporation under common control with the
Registrant acquired 5,302,087 shares of the restricted Common
Stock of the Company from Seahawk Deep Ocean Technology, Inc.,
a Colorado corporation with principal offices in Tampa,
Florida. Seahawk acquired the shares as an original issue
from the Registrant as part of the consideration paid by the
Registrant in the acquisition of certain treasure artifacts
from Seahawk on or about March 19, 1998.
The purchaser in the transaction, First Consolidated Financial
Corp., is under common control with the Registrant in that the
Company's Director and Chief Executive Officer, Mr. Larry
Schwartz, is also a director and Chief Executive Officer of
First Consolidated Financial Corp. In addition, First
Consolidated Financial Corp. has a consulting agreement with
the Registrant pursuant to which the Company pays First
Consolidated Financial Corp. for financial and management
consulting services.
The transaction in which First Consolidated Financial Corp.
acquired the shares from Seahawk closed on Friday, July 24,
1998. Pursuant to the terms of the Stock Purchase Agreement,
First Consolidated Financial Corp. paid a total of $450,677,
or approximately $.085 per share. Approximately forty (40%)
percent of the purchase price was paid at Closing. The
balance is to be paid in installments beginning in September,
1998 and extending through December 31, 1998.
The shares acquired in this transaction between First
Consolidated Financial Corp. as Buyer and Seahawk Deep Ocean
Technology, Inc. as Seller may be, after acquisition,
attributed to Mr. Larry Schwartz who is deemed to control the
shares in all respects. The acquisition of the shares in this
transaction increases Mr. Schwartz' beneficial ownership
interest in the Company to 9,209,274 shares, or 35.4%, based
upon a total of 25,990,756 shares of the Registrant's Common
Stock issued and outstanding on July 28, 1998.
The Registrant is informed that Mr. Schwartz negotiated the
restricted stock purchase agreement with Seahawk following the
Company's failure to exercise its option to re-acquire up to
8.5 Million of the shares issued to acquire the Seahawk
artifacts during the option period provided in the artifacts
purchase agreement. The exercise period having expired,
without exercise by the Company, Mr. Schwartz disclosed his
intent to cause First Consolidated Corp. to negotiate directly
with Seahawk for the purchase of 5,302,087 shares of that
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stock as reflected in the transaction reported in this Item 1.
The Company did not participate in this reported stock
purchase transaction in any way other than by acknowledging at
the request of Mr. Schwartz that it had no conflicting
interest in reacquiring the stock itself.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
TREASURES & EXHIBITS
INTERNATIONAL, INC.
Dated: July 31, 1998
BY:/s/Larry Schwartz
Larry Schwartz, President
