SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
OCTOBER 30, 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)
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS
Following an extended period of inquiry and field work, the
Company has reluctantly concluded that its planned acquisition of
Michael's Treasure Jewelry, Inc. is not feasible. All efforts to
determine whether or not Michael's Treasure Jewelry, Inc. is
auditable, as required in order to implement the acquisition
proposed last fall, have unfortunately concluded without a
favorable outcome. The merger/acquisition envisioned previously by
the Company has now been abandoned as unworkable.
In the course of pursuing its acquisition agreement with
Michael's Treasure Jewelry, Inc., the Company has expended
substantial funds, effort and time. While the Company continues to
be optimistic that some form of transaction might be subsequently
implemented with Michael's Treasure Jewelry, Inc., at this
juncture, all costs in connection with the proposed transaction
must be considered as contributing to the Company's loss from
operations.
Despite this setback, the Company remains optimistic with
regard to identifying and implementing another form of transaction
with Michael's Treasure Jewelry, Inc. to the mutual benefit of both
companies. In the interim, the Company continues to lease its
treasure assets to Michael's Treasure Jewelry, Inc. pursuant to the
Treasures and Exhibits Lease which has been in place since the
Company's acquisition of treasure artifacts through its exercise of
the purchase option previously provided in the Treasures and
Exhibits Lease with Seahawk Deep Ocean Technology, Inc., a Colorado
corporation and Seahawk I, Ltd., a Florida Limited Partnership
earlier this year.
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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.
TREASURE & EXHIBITS INTERNATIONAL ,
INC.
Dated: November 4, 1998
BY:/s/Larry Schwartz
Larry Schwartz, President
