Form 10-K/A for Seaview Video Technology, Inc.

10-K/A 1 seaview10k.htm Form 10-K/A for Seaview Video Technology, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

Amendment #1

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS
13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

X_ Annual Report pursuant to Sections 13 or 15 (d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31,2000.

__ Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the period from _______ to _______.

Commission File Number 33-55254-26

SEAVIEW VIDEO TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

NEVADA 87-0438640
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

111 Second Avenue NE, Suite 1403, St. Petersburg, Fl 33701
(Address of principal executive offices) (Zip Code)

(727) 866-3660
(Registrant's telephone number, including area code)

Securities registered pursuant to Section
12 (b) of the Act:
None

Securities registered pursuant to Section
12 (g) of the Act:

Common Stock, $.001 par value.
(title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
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 __.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in Definitive Proxy or Information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on April 12, 2001, was approximately $14,677,126 based upon the
closing price of such shares on such date on the Over the Counter Bulletin
Board.

As of April 12, 2001, the number of shares outstanding of the Registrant's
Common Stock, $.001 par value, was 18,119,909.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement to be used in connection
with the Registrant's 2001 Annual Meeting of Shareholders, are incorporated in
Part III, Items 10-13 of this Form 10-K.

SEAVIEW VIDEO TECHNOLOGY, INC.
2000 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I Page

Item 1. BUSINESS........................................... 3

Item 2. PROPERTIES......................................... 8

Item 3. LEGAL PROCEEDINGS.................................. 8

Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS................................... 8
PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED MATTERS................................ 9

Item 6. SELECTED FINANCIAL DATA........................... 11

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..... 12

Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK....................................... 19

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....... 20

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE............ 20
PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 21

Item 11. EXECUTIVE COMPENSATION............................ 21

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT........................................ 21

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.... 21

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K....................................... 22

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual Results could differ materially from
those projected in the forward-looking statements as a result of a number of
risks and uncertainties. See "Managements Discussion and Analysis of Financial
Conditions and Results of Operations," below. Statements made herein are of the
date of the filing of this Form 10K with the Securities and Exchange Commission
and should not be relied upon as of any subsequent date. We expressly disclaim
any obligation to update information presented herein, except as may otherwise
be required by law.

PART I
Item 1. Business
General.
SeaView Video Technology, Inc., (the "Company" or "we" or "our") was originally
incorporated as Gopher, Inc. in the State of Utah on April 16, 1986. In order to
hange our domicile, we were reorganized under the laws of Nevada on December 30,
1993. On March 24, 1999, we entered into a reorganization agreement with SeaView
Underwater Research, Inc. ("SeaView Florida"), a privately held Corporation that
was incorporated in the State of Florida on April 2, 1998 ("the
reorganization"). At the time of the reorganization we were a non-operating
Company whose common stock was not publicly traded. We were however, subject to
the reporting requirements of the Securities Exchange Act of 1934. In connection
with the reorganization, we issued 5,000,000 shares of our common stock to
SeaView Florida's shareholders in exchange for 100% of SeaView Florida's
outstanding shares of common stock and $250,000 cash. For accounting purposes
the reorganization was treated as a recapitalization.

As a result of the reorganization:
o We were the surviving entity;
o SeaView Florida ceased to exist;
o SeaView Florida's shareholders gained control of our Company;
o 0ur Board of Directors resigned and were replaced by a Board of
Directors selected by SeaView Florida's shareholders; and
o We changed our name to SeaView Underwater Research Inc. to reflect
our continuance of SeaView Florida's business plan.

On February 2, 2000, we changed our name to SeaView Video Technology, Inc.

Significant Events
During a review of our annual operations for the year ended December 31, 2000 by
our recently hired Chief Financial Officer, we learned that we had materially
misstated revenues in our unaudited financial information reported in our Form
10-Q filings for the periods ending June 30 and September 30, 2000. As a result,
we have restated our financial statements for those periods. This restatement is
included in Items 6, 7, and 8 of this report. Additionally, we filed amended
Form 10-Q's for the periods ended June 30 and September 30, 2000 reflecting the
restatements of our financial information.

Our Products
We manufacture underwater video cameras, lights, and accessories through several
third party assembly companies for the marine, commercial, and consumer-retail
markets. We have also developed a video security system utilizing an exclusive
patented technology, which enables video transmission through existing
electrical wiring. SecureView, manufactured through independent contractors, is
a light bulb camera and decoder combination which can be deployed, without
additional wiring, as a security monitoring system. Our product sales and
distribution efforts concentrate on the following: (1) direct to the public and
government (2) through a network of approximately 700 independent dealers and
(3) through an expanding retailers network. We have registered trademarks for
many of our products.

Marine Products
We manufacture and produce through third party manufacturers, underwater video
cameras, which utilize specially modified CCD miniature video boards with
infra-red emitters. The video boards are produced through independent
contractors according to our proprietary specifications for the unique
requirements of underwater applications. These modules are then placed within
patented-design housings, which allow for various consumer and commercial
configurations. Complete ready-to-go systems also include a proprietary viewing
hood, a TV monitor, proprietary brackets, a kit of connectors, adapters, and
power supply components, and a carrying case.

We also manufacture in-house and through independent contractors an underwater
lighting product under the trademark SeaLite. Our SeaLite product is equipped
with a powerful halogen lamp to attract baitfish, which in turn attracts
predator fish. Our SeaLite product is also offered as a lighting accessory for
our camera packages. A proprietary cable clamp is available as an option for
this application.

Underwater camera systems are offered in Super-Mini, Mini, and full (Off-Shore
series) sizes. Infrared-enhanced black and white is standard equipment in our
underwater camera systems while color is offered as an option. Each respective
series has a "TwinCam" package with both an IR/BW and a color camera probe.

TrakView is an electronic device which overlays data from an external GPS
receiver onto any video signal, allowing a camera user to see and record the
exact position directly on the video picture.

Security Products
The trademarked name, SecureView, is the key brand identifier for a range of our
security products incorporating the Induction Radio-Frequency System (IRFS), a
technology which enables video transmission over AC and DC electrical
conductors.

Security Products---Retail

Our core product, the SecureView, is produced in-house and through third party
manufacturers as either an indoor or outdoor system. Our indoor and outdoor
Secure View products utilize our "camera in a light bulb" design. Our Secure
View product utilizes modified miniature CCD video camera boards with infrared
emitters. The camera supplies composite video to the IRFS circuitry within the
proprietary lamp housing. A receiver component "decodes" the IRFS signal sent
over the power line, and provides a composite-video feed to any standard
television or recorder. The system comprises several individually-patented
components. The retail system consists of a light bulb camera, decoder box, and
RCA connecting cable.

In addition, we offer an IR Floodlight to enhance the performance of the
SecureView camera when used in total darkness.

The Induction Radio-Frequency System circuitry is available in a DC variant and
is labeled "SecureView DC." Current board sets operate at voltages
ranging from 12 to 28 volts and are suitable for a variety of OEM applications
in cars, trucks, boats, and recreational vehicles.

Security Products---Commercial

We manufacture and produce through third party manufacturers a commercial
version of the SecureView system that may be used by schools, nursing homes,
warehouses, banks, hotels, storage units and others.

An enhanced multi-camera system utilizes custom software and hardware in
conjunction with a personal computer.

PowerCam utilizes a CCD miniature video camera, IR Floodlights, and Induction
Radio Frequency System technology within an emergency-lighting housing.

Security Products---Government

Our enhanced SecureView system is available to the military, law enforcement and
other appropriate government agencies through our teaming agreements with
several independent companies. These SecureView systems are designed to
specifications furnished by the purchasing government agency. Our enhanced
SecureView system may be equipped with custom designed software that has
worldwide monitoring capabilities.

We manufacture and produce through third party manufacturers a Vehicle
Inspection Camera that utilizes modified CCD video boards with infra-red
emitters. The camera is mounted on a lightweight alloy deployment system with a
viewing monitor mounted on a specially designed easy-clip bracket. We have
patents pending for both the deployment system and the clip bracket.

A complete range of all SeaView products and system configurations, including
underwater cameras, have been developed for this category and listed for
purchase via General Services Administration order codes.

Dental Products

During 2000, we began our development of DentaView, a proposed product that we
plan to offer for use in dental applications. The DentaView is currently being
presented to dentists for review and evaluation. The DentaView is an extra-oral
camera that seeks to provide improvements over the intra-oral systems currently
being sold in the marketplace.

Industrial Products

SecureView DC board sets are appropriate for OEM inclusion in trucks,
tractor-trailers, containerized freight, rail, ship, and aviation applications.
Aftermarket packages for fleet retrofit are also being developed. No additional
wiring is required when utilizing the SecureView DC board sets.

Misplacement of pallets is a major safety factor for industrial concerns and
one which creates high-cost damage. Our Lift-Cam product allows forklift
operators to see the exact placement of pallets or other cargo, even under low
light conditions.

Our Well Cam camera is intended for eventual use by oil and gas well operators
to develop an economical method of viewing oil and gas pipelines and drill
casings. The unique properties of our Well Cam camera are well suited to no-
light environments. Well Cam is currently undergoing testing and meeting
requirements for oil and gas applications.

Outside Production

We use multiple outside contractors to produce components and sub-assembiles,
and to assemble finished products. Quality assurance, kitting, packing, and
shipping are handled at our distribution center. In addition, we produce custom
orders and provide warranty repair services.

Competition

Marine Division: We are a leader in the saltwater market and we have limited
competition in the saltwater arena. We have made inroads in the freshwater
markets through our dealer base. We will attempt to increase our market share in
the saltwater and freshwater markets by adding mass marketers, sporting goods
and marine retailers to our distribution channels. We are the largest
manufacturer of infrared underwater video cameras in the world.

Security Products: Because we are the only manufacturer of our patented
technology, the SecureView security camera in a light bulb, we have no
competition regarding this particular product. Our SecureView has competitive
advantages over other application alternatives in the marketplace such as
wireless security camera systems, which that may have transmission and picture
quality limitations; or permanently installed ("hard-wired") CCTV systems, which
are burdened by high installation costs and limited flexibility of usage.

Proprietary Rights

We hold the exclusive rights to the following patents, trademarks, and
copyrights:

FL TM SeaView 12-17-98 T98000001436
PATD Underwater Camera 06-22-99 D411,217
COPY SeaView Brochure 01-11-99 TX4-885-973
PATU Submersible Video Camera 06-10-99 09/329,580
PATD Underwater Camera 12-28-99 D418,152
FED TM SecureView 75/931,216 02-28-00
PATD Video Monitor Hood 04-11-00 D422,579
FED TM SeaLite 06-30-99 75/742,606
PATD Camera Housing 07-25-00 D428,618
PATU Video Camera Utilizing 05-15-00 09/570,978
Power Line Modulation
FED TM SeaView 01-16-01 2,421,489
PATD Video Camera Housing 12-26-00 D435,576
PATD Infrared Illumination Device 12-19-00 D435,306
Housing
PATD Video Camera Housing 12-26-00 D435,577
PATU Vehicle Inspection Camera 01-22-01 09/766,897

Other patents and patents pending are secured through licensing agreements.

Marketing
We market our marine products through boat shows and television and
tournament sponsorships, as well as through direct selling efforts to the
marketing segments set forth below.

Boat Shows: We actively participate in boat shows throughout the United States
in order to educate the consumer and receive feedback regarding our products
at these events. This interaction is essential to development and improvement of
our products. We also include boat shows in our efforts toward the recruitment
of new dealers, who are then able to handle additional shows in their respective
trade areas.

Television And Tournament Sponsorships: During the year 2000, we expanded
advertising of our Marine and Security products through national advertising on
The Weather Channel. The Weather Channel production staff has utilized SeaView
Cameras in the production of their prime-time weekly feature, "Atmospheres." In
November of 2000, we were the key sponsor of the APBA Offshore Classic in St.
Petersburg, Florida. The event received television coverage on the TNN and ESPN
networks. In December of 2000, we acted as the anchor sponsor with Continental
Airlines for the World Billfish Tournament in Cabo San Lucas, Mexico. A
thirty-minute television show is scheduled to air in the spring of 2001 on
various National Cable Networks, ESPN and Fox Sports.

We have also continued our sponsorship of fishing seminars with sport fishing
magazines.

Market Segmentation

Mass Market (Discount)
The discount mass market is the fastest-growing and largest segment of
the U.S. market consisting of four (4) major discount retailers: Wal-Mart/Sam's
Club, K-Mart, Costco, and B. J. Wholesale. Our product distribution in the
discount mass market should be limited to our Super-Mini camera probe, the new
Super-Mini Camera System, and SeaLite products, which fit the price tiers of
these retailers

Marine
The marine segment consists of local and small regional marine chain
stores and major retail establishments such as West Marine, Boat US and Boater's
World. These marine retailers have the personnel to provide a strong foundation
for product training and one-on-one selling. Our distribution to this market
will include all Sea View marine products, with a major focus on complete
systems. We will attempt to manage the distribution of these products within
this market segment to prevent over-saturation.

Sporting Goods
This segment includes many local stores and small regional chains and
major players such as The Sports Authority, Bass Pro Shops, Cabela's, Academy,
and Oshman's. These retailers also have the personnel to provide a strong
foundation for product training and one-on-one selling, although to a lesser
extent than marine retailers. Our distribution to this market will include all
Sea View marine products, with a focus and merchandise assortment determined by
market strength of fishing and/or marine retailers. We will also attempt to
manage the distribution of these products to ensure that we do not over-saturate
this market segment.

Department Stores
Department stores are positioned between discounters' low prices on the
bottom end, and superior customer service provided by specialty stores on the
upper end. As a result, department stores often differentiate themselves through
items. As such, SecureView cameras should be positioned and marketed at major
department store chains, such as J.C. Penney and May Corp, as a state-of-the-art
electronic gift item. In addition, we should position the SecureView product
line in several other regional department store groups. If penetration of this
market increases, we plan to ensure that no more than two (2) stores within a
mall carry the same Secure View product.

Catalogs / E-commerce
While this market place has seen a dramatic rise followed by an even
more dramatic fall, there is still a customer base that prefers to shop within
this media. Our distribution within this market segment should be limited to
those catalogs / E-commerce sites which agree that:
1.) We have complete control over all images.
2.) We create and manage all content pertaining to our products and
company.
3.) Our web site must be hot linked to the retailer's site.

Within this market segment three catalogers / E-commerce companies should
fulfill our distribution needs:
o J.C. Penney which is also consistent with our department store
distribution plan and the largest on-line retail site;
o Sky Mall which meets our price tier and positioning needs; and
o The Sharper Image which meets our specialty distribution needs.

Our products distributed in this market segment should include all SKU's within
the product line. We will not consider additional partners in the market segment
unless one or more of these companies fails to place our product or fails to
obtain sufficient sales of our products.

Specialty Stores
The home improvement market group and specialty electronics retailer market
group are two channels in our distribution plan. Home Depot, Lowe's and True
Value are the major players in the home improvement market. Placement of our
products should be limited to two of these three companies. Radio Shack and Best
Buy are the two major companies in the specialty electronic retailer market
group. Placement of our products in this market should be considered a future
project.

Commercial
Commercial Security is a segment of a multi-billion-dollar industry, spanning
from high-end consumers to enterprise-wide contracts for hardware and services,
schools, municipalities, and institutions. Approaching the market through
manufacturer's representatives, direct initiatives with large wholesale-to-trade
resellers, and specialty sources such as SuperCircuits and MCM electronics, are
all key strategies for rapid development of this market.

Government
Our teaming agreements with several third-party government contractors
have placed our products in front of buyers and decision makers within the
Federal Government. Product cataloging to meet the guidelines of the General
Services Administration (GSA) enables agencies at all government levels to
procure our products from within existing contract vehicles. Online GSA-enabled
sites such as the 8-A Mall further streamline the purchasing process, allowing
authorized purchasers to use pre-approved FAST cards to obtain products.

Management believes that it has significant potential to develop the
sale of our product to government agencies even though this market segment has
been the slowest for us to develop. It has taken more than a year to establish
this basic level of market penetration. Ongoing efforts by our representatives
and teaming partners continue to generate commitments subject to budgetary and
fiscal-year revisions, many of which are forward-looking up to two years in
advance of actual procurements.

Human Relations

We lease our twelve employees from an unrelated employee-leasing company. We
also have commissioned-sale arrangements with ten Manufacturer's Sales
Representatives, each operating as an independent contractor servicing all
channels of distribution.

Item 2. Properties

We currently lease approximately 2700 square feet of corporate office space from
Transcontinental Plaza, Inc. Our lease term is for a period of three years. We
lease approximately 1600 square feet of space for our assembly operations on a
month-to-month term from one of our contract assemblers. We lease offsite
storage on a temporary, as-needed basis.

We believe that our existing facilities are adequate for our current needs and
that additional space will be available to us at current market rates. We do not
anticipate any difficulty in renewing or obtaining suitable lease space for our
operations.

Item 3. Legal Proceedings

The United States Securities and Exchange Commission has authorized its staff to
conduct a non-public, fact-finding inquiry encaptioned, "In the Matter of
SeaView Video Technology, Inc." The non-public formal order authorizes the staff
to privately investigate a number of issues, including disclosures regarding
financial condition and results by SeaView, periodic reports filed by SeaView,
the books and records maintained by SeaView, and statements made by SeaView to
its accountants. Regardless of the outcome, we expect to incur costs in
responding to the inquiry.

There are no other material pending legal proceedings, other than routine
litigation arising in the ordinary course of business. We do not believe that
the results of such routine litigation, even if the outcome were unfavorable to
us, would have a material effect on our financial position.

Item 4. Submission Of Matters To A Vote Of Security Holders

None.

PART II

Item 5. Market For The Registrant's Common Stock And Related Matters

Our common stock is quoted on the OTC Bulletin Board (OTCBB) under the symbol
SEVU. Our common stock has been quoted on the OTCBB since April of 1999. Our
common stock is not listed or traded on Nasdaq or a national securities
exchange. The high and low per share price of the our Common Stock is as
follows:

2000 Low High

First Quarter $1.22 $21.25
Second Quarter $8.13 $14.75
Third Quarter $7.75 $13.25
Fourth Quarter $1.88 $11.56

1999 Low High

Second Quarter $.74 $3.50
Third Quarter $.56 $.95
Fourth Quarter $.38 $.87

The bid prices reported for these periods reflect inter-dealer prices, without
retail markup, markdown or commissions, and may not represent actual
transactions. The closing bid price per share as of April 12, 2001 was $.81.

We have approximately 18,119,909 shares of our common stock outstanding.

Holders.
As of April 12, 2001 we had approximately 1,317 holders of our common stock. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in
the names of various security brokers, dealers, and registered clearing
agencies.

We have never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant.

Sales Of Unregistered Securities

Since our reorganization, we issued the following securities without
registration:

We issued 2,700,000 shares of our common stock in March of 1999 to Richard
McBride in consideration for services to be rendered to us.

We issued 182,500 shares of our common stock in January of 2000 to various
employees in consideration of services rendered to us.

During the year 2000, we issued 649,000 shares of our common stock to warrant
holders who received their warrants at the time of our reorganization. The
warrants were exercisable into common stock at a price of $1.00 per share.

During the year 2000, we issued 8% convertible debentures for proceeds totaling
approximately $3,288,000. The debentures were for a term of twelve months and
were non-interest bearing for an initial period, after which, interest was
payable quarterly. No interest was paid on the debentures. The debentures were
convertible by the option of the holders into shares of our common stock at a
price of between $.50 and $8.00 per share. During the year 2000, we issued
5,373,584 shares of our common stock in exchange for $3,188,000 of our
convertible debentures. The remaining outstanding debentures are convertible
into our common stock at a price of $2.00 per share.

We issued 297,600 shares of common stock to nine persons in consideration of
consulting services rendered to us.

We issued 150,000 shares of common stock to Golden Springs, LLC in consideration
of a 20% interest in Golden Springs, LLC.

We made the above-mentioned issuances and sales in reliance upon Section 4(2)
and Rule 506 of Regulation D of the 1933 Act. We believed that Section 4(2)
and Rule 506 of Regulation D were available because sales were made without
general solicitation or advertisement. We believed that each purchaser was
accredited or sophisticated enough to evaluate the merits of the investment.
All shares of common stock were issued with a restrictive legend.

Item 6. SELECTED FINANCIAL DATA

We commenced operations in April 1998. The following information should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and other financial information included elsewhere in this Form 10-K.

Summary Financial and Operating Data

Years Ended December 31,
2000 1999 1998
---- ---- ----

Net Revenue 1,130,563 1,029,774 635,486
Net Income (2,204,461) 47,023 122,774
Pro forma net income - 26,951 87,898

Earnings per share:
Basic Net Income (.18) .01 .02
Diluted Net Income (.18) .01 .02
Basic Pro forma Net Income - .00 .02
Diluted Pro forma net income - .00 .02

Common shares used in the
Calculation of earnings per share
Basic 12,051,616 7,105,644 6,000,000
Diluted 12,051,616 9,728,197 6,000,000

At December 31,
2000 1999 1998
---- ---- ----
Balance Sheet Data:
Working Capital 528,286 91,622 74,228
Total Assets 3,841,944 323,949 170,458
Stockholder's Equity 3,362,061 259,975 170,458

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESTATEMENT OF PRIOR UNAUDITED FINANCIAL INFORMATION

The financial statements and results of operations for the 2nd and 3rd quarters
ended June 30, 2000 and September 30, 2000, respectively, have been restated as
set forth below, in accordance with Generally Accepted Accounting Principles.

Our original Form 10-Q for the quarter ended September 30, 2000, which was filed
on November 14, 2000, incorrectly included as revenues and accounts receivable
approximately $2,252,794 of purchase orders that we received for our new
SecureView security camera products, but were not shipped to the customer by
September 30, 2000. After restatement, our 3rd quarter net revenues were
approximately $212,592. Our restatements also include a reduction in
liabilities, totaling approximately $849,235, which were previously recorded
relating to the purchase orders that were erroneously included as revenues. As
set forth in the chart below, these restatements have resulted in a reduction of
our net income by approximately $871,639 for the quarter ended September 30,
2000. We discovered these errors for the first time during an internal review
of fiscal year 2000 operations that was undertaken by our newly hired CFO. As
of the date of this filing, our new management has successfully implemented
internal accounting control procedures that are designed to ensure that similar
errors do not occur in future periods.

Our original Form 10-Q for the quarter ended June 30, 2001, which was filed on
August 14, 2000, incorrectly included as revenues and accounts receivable
approximately $1,184,006 of purchase orders that were received by the Company
for its new SecureView security camera products, but were not shipped to the
customer by June 30, 2000. After restatement, our 2nd quarter net revenues were
approximately $335,120. As set forth in the chart below, our restatements have
resulted in a reduction of our net income by approximately $966,957 for the
quarter ended June 30, 2000. We discovered these errors for the first time,
during an internal review of fiscal year 2000 operations that was undertaken by
our newly hired CFO. As of the date of this filing, our new management has
successfully implemented internal accounting control procedures that are
designed to ensure that similar misstatements do not occur in future periods.

Original
Original
Filing Restated Filing
Restated
Quarter Ended Quarter Ended Nine Months Nine Months
Ended
Sept
Sept. 30 Sept. 30 $ % 30 Ended Sept 30 $
%
2000 2000 Change Change 2000 2000 Change
Change

Net Revenue $ 2,465,386 $ 212,592 $ (2,252,794) -91% $ 4,405,580 $ 968,780 $ (3,436,800)
-78%

Net Income $ 216,132 $ (655,507) $ (871,639) -403% $ 155,128 $ (1,683,468) $ (1,838,596)
-1185%

Total Assets $ 5,937,521 3,808,425 $ (2,129,096) -36% $ 5,937,521 $ 3,808,425 $ (2,129,096)
-36%

Total Liab. $ 1,231,939 $ 382,704 $ (849,235) -69% $ 1,231,939 $ 382,704 $ (849,235)
-69%

Original
Original
Filing Restated Filing
Restated
Quarter Ended Quarter Ended Six Months Six Months
June 30 June 30 $ % Ended June 30 Ended June 30 $ %
2000 2000 Change Change 2000 2000 Change Change

Net Revenue $ 1,519,126 $ 335,120 $ (1,184,006) -78% $ 1,940,194 $ 756,188 $(1,184,006) -61%

Net Income $ 176,797 $ (790,160) $ (966,957) -547% $ (61,003) $(1,027,961) $ (966,958) -1585%

Total Assets $ 3,153,615 $2,472,467 $ (681,148) -22% $ 3,153,615 $ 2,472,467 $ (681,148) -22%

A. Overview Of Operations

Expansion

During the year 2000, our primary focus and investment was in our
development of the retail, commercial and government channels of distribution
for our SecureView product, the "Security Camera in a Light Bulb." We hired a
spokesperson in the areas of national advertising to bring recognition to our
brand names and product lines.

Teaming agreements were established with several companies from
relationships that had been established and developed in the government sector.
These agreements facilitated the presentation of product and write-in bid
specifications for government procurement. General Services Administration
listings were submitted and issued through a teaming partner. We continue to
use time lines to secure final procurement and delivery in the government
sector; however, we anticipate that some of the results of our current activity
will take 2 to 3 years to accrue.

We directly contacted over 1,200 independent security, hardware and
small electronics firms to establish an inventory and sell our SecureView
product. We maintained market share in the underwater camera market by directly
servicing over 700 independent dealers. During the year 2000, we continued our
participation at Boat Shows to further develop brand awareness and receive
product feedback directly from consumers. Brand development continued in 2000
through our sponsorships of two major events: the APBA International Offshore
Powerboat Races in November 2000 and the Cabo San Lucas Billfish Tournament in
December 2000. In return for promotional consideration, we also sponsored other
fishing tournaments to promote our products. The "Team SeaView"
factory-sponsored fishing team also promoted the SeaView brand by participating
in tournaments throughout the Southeast and Eastern seaboard.

In the 4th quarter of 2000, we implemented the process to develop and
assemble an outside sales force consisting of independent contractors acting as
manufacturer's sales representatives. These sales representatives started
retail-sector merchandising and a market segmentation plan to place SeaView
products in the following: (1) mass market retailers (Wal-Mart, K-Mart and
Costco); (2) Sporting Goods retailers (The Sports Authority, Academy Sports,
Oshman's); (3) Marine retailers (West Marine, Boat US, Boater's World); (4)
Department stores (JCPenney, May Company); (5) E-commerce retailers (JCPenney,
Sharper Image, SkyMall); and (6) Specialty Stores (Lowe's, Home Depot, Best Buy,
Radio Shack). These sales representatives also support the selling of commercial
packages for internal use by these and other retailers.

Competition

Competition played a lesser role in affecting gross sales in 2000 versus 1999.
Production efficiencies have been implemented in the Marine Division to effect
broader retail distribution, produce above-average margins for the retailer, and
attempt to position SeaView as the market leader in price, value and quality. As
previously noted, the SecureView security camera in a light bulb has no
head-to-head competition, as it stands alone in the marketplace as a new and
innovative product. Critical-parts lead times of up to twenty-six weeks, coupled
with design revisions and production problems, delayed the release of the
SecureView product in significant quantities.

Operating Expenses

Our operating expenses increased in all categories to support the planned
development of the new SecureView product line. Significant salary, travel and
advertising expenses were expended to develop government sector sales. Capital
expenditures included significant investments in Research and Development,
including the design and fabrication of injection-mold tooling for our
proprietary housings and component parts. We continued to develop and institute
efficiencies in the production and assembly of all product lines as part of our
efforts to provide future return. Our policy of requiring that all sales be
conducted on a cash basis, primarily from credit cards, enables us to generate a
steady cash flow and maintain operating funds. We have continued to operate on
minimal debt, which has permitted us to allocate operating funds for market
development and finalize research and development of our new products.

Gross Sales

The year 2000 was a transition period for the Marine Division. While
direct-to-customer sales accounted for nearly all gross sales in 1999, the year
2000 marked a definite shift to the more traditional forms of distribution.
Initial efforts with the independent dealer network incorporated discounted
wholesale pricing and volume-price package promotions. In addition, new models
at lower price points were introduced, to capture a larger segment of the
entry-level and fresh-water markets. Although unit volume increased and
production efficiencies improved, the shift to a wholesale-distribution model
affected gross dollar volume, limiting the overall increase to 10%. In addition,
our in-house sales force efforts were directed solely to SecureView in the 3rd
and 4th quarters.

Anticipated sales figures for SecureView products fell short of our expectations
for the year 2000. Although our aggressive selling efforts achieved
approximately $9 Million in SecureView product orders from independent retailers
and individual consumers, shipments were unable to keep pace with sales.
Industry-wide component shortages and excessively long lead times, coupled with
first-run production issues, slowed output to a small fraction of anticipated
quantities.

Because of the size of the consumer market for our SecureView product line,
management continued to focus on the extensive development of this product line.
Our focus upon the SecureView product line limited Marine Division growth. As a
result, we have readdressed our focus for the year 2001.

Summary

During 2000, we underwent significant transition by evolving from a start-up
entity into a more process-oriented organization. Our implementation of a new
infrastructure and experienced management team will enhance the execution of our
business plan and our efforts to accelerate our growth and development. Our
business plan includes efforts to:
o continue the development of our internal and external sales forces;
o produce our product in a timely manner;
o efficiently ship our products; and
o efficiently service both the retailer and consumer.

If we are successful in these efforts, we will become less reliant on direct
consumer sales of our established product lines by generating the majority of
our revenues from established retailers. We will continue to use a
direct-to-consumer strategy for our new products because of the invaluable and
immediate feedback garnered from the consumer.

The Company's Founder has resigned from the duties of the day-to-day business
operation, to devote his energies to research and development of new products.
New product innovation and improvements to our existing product line will
improve the Company's longevity. In addition, our financial infrastructure is
now being implemented by an experienced Chief Financial Officer to address and
resolve any inefficiency, as follows:
o improve our accounting controls;
o ensure accurate financial reporting;
o secure reasonable debt acquisition; and
o improve cash flow.

We now have the capacity and parts to build any of our product line in the
thousands of units per month. We anticipate that increased interest in the
underwater video market for the year 2001 and our plans to distribute our
underwater video products to major retailers will increase our market share.
With the successful launch of the SecureView product line to major retailers and
commercial end-users, we are poised for a significant increase in sales for the
year 2001. In addition, we will continue to nurture government sector sales
within certain applicable timelines.

B. Results Of Operations

The following table sets forth, for the periods indicated, certain
operating data as a percentage of net revenue:

Years Ended December 31,
2000 1999 1998
---- ---- ----

Net Revenue 100.0% 100.0% 100.0%
Cost of goods sold 32.9 19.3 23.5
---- ---- ----
Gross Profit 67.1 80.7 76.5
Operating Expenses:
Salaries & Wages 73.6 20.0 16.6
Advertising & Promotions 181.9 31.1 19.6
Provision for doubtful accounts 2.2 0.0 0.0
Depreciation 4.8 1.6 0.0
Professional fees 39.4 3.3
Rent & Utilities 9.8 10.1 8.3
Other Expenses 60.9 15.3 12.7
---- ---- ----
Total operating expenses 372.6 81.4 57.2
Undistributed loss of
Affiliate (12.2) 0.0 0.0
Interest Income .3 0.0 0.0
-- --- ---
Income Before Taxes (317.4) (.7) 19.3
Income tax (benefit) expense 122.5 (5.2) 0.0
----- ----- ---
Net Loss (194.9)% 4.5% 19.3%
======= ==== =====
Pro forma expense - 1.9% 5.5%
--- ---
Pro forma net income - 2.6% 13.8%
=== ====

Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

Net Revenue. Net revenue increased 10% from $1.0 million for the year
ended December 31, 1999 to $1.1 million for the year ended December 31, 2000.
This increase was primarily due to increased sales resulting from the Company's
enhanced advertising and marketing efforts through boat shows, national
magazines, and television. Revamped pricing structures resulted in an increase
in unit sales volume with nominal sales dollar growth.

Cost of Goods Sold. Cost of goods sold increased 87.4% from $199
thousand for the year ended December 31,1999 to $373 thousand for the year ended
December 31, 2000. This increase was primarily due to increased costs of
resources, including the acquisition and stocking of parts and components,
inventory which was necessary for production of the new camera in a light bulb
product line. The amassing of inventory contributed approximately 80% of the
increase in cost of goods sold. However, gross profit remained at an acceptable
67.1%. Cost of goods sold relates to the parts purchased from, and fees paid to,
outside companies for manufacturing the product and procurement of certain parts
and components used in the manufacturing process.

Salaries and Wages. Salaries and wages increased 303.9% from $206
thousand for the year ended December 31,1999 to $832 thousand for the year ended
December 31, 2000. This increase was primarily due to increased compensation
resulting from increased staffing and stock compensation programs. Salaries and
wages comprise inside wages and outside labor.

Advertising and Promotion. Advertising and promotion expenses increased
556.2% from $320 thousand for the year ended December 31,1999 to $2.1 million
for the year ended December 31, 2000. This increase was primarily caused by
increased national and regional advertising efforts, including national
television and celebrity spokesperson campaigns conducted on our behalf to
develop the market for the camera in a light bulb while maintaining our presence
in the marine market. Advertising and promotion comprises the expense to
participate in boat shows and to advertise in industry magazines, television,
and other media. This number also includes postage, printing and travel,
attributable to advertising and promotion.

Depreciation Expense. Depreciation expense increased 100% from $16
thousand for the year ended December 31,1999 to $54 thousand for the year ended
December 31, 2000. This increase in depreciation expense was caused by the
Company's equipment acquisitions during these periods. Depreciation on equipment
is calculated on the straight-line method over the estimated useful lives of the
assets ranging from five to ten years.

Provision for doubtful accounts. The provision for doubtful accounts
increased 100% to $24 thousand for the year ended December 31,2000. The increase
relates to an allowance for uncollectible accounts placed on aged receivables
for the year ended December 31, 2000.

Rent and Utilities. Rent and utilities increased 6.7% from $104
thousand for the year ended December 31,1999 to $111 thousand for the year ended
December 31, 2000. This increase was primarily caused by additional space
acquired by us during 2000. Rent and utilities includes office rent, telephone,
and utilities.

Professional fees. Professional fees increased 1210.3% from $34
thousand for the year ended December 31,1999 to $445.5 thousand for the year
ended December 31, 2000. This increase was primarily caused by fees paid and
stock issued to consultants and professionals, and fees paid to attorneys and
accountants. Professional fees consist of fees paid to various consultants,
attorneys, and accountants.

Other Expenses. Other expenses increased 338.8% from $157 thousand for
the year ended December 31,1999 to $689 thousand for the year ended December 31,
2000. This increase was primarily caused by research and development costs and
product licensing fees incurred during 2000. Other expenses comprise cost of
research and development, product licensing, insurance, property taxes, bank
charges and other miscellaneous expenses.

Income Taxes. Prior to April 1, 1999, we had elected S Corporation
status under Section 1362(a) of the Internal Revenue Code. Under the election,
the stockholders included their share of the Company's applicable taxable income
or loss on their federal income tax return. Accordingly, no provision for income
taxes was made for periods prior to April 1, 1999. On April 1, 1999, we had
elected to terminate our Subchapter S status in favor of a taxable C Corporation
as designated in the Internal Revenue Code. Income tax provisions have been
recorded for periods presented subsequent to April 1, 1999.

Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998

Net Revenue. Net revenue increased 57.4% from $635 thousand for the
year ended December 31, 1998 to $1.0 million for the year ended December 31,
1999. This increase was primarily caused by increased sales resulting from the
Company's enhanced advertising and marketing efforts.

Cost of Goods Sold. Cost of goods sold increased 33.5 % from $149
thousand for the year ended December 31,1998 to $199 thousand for the year ended
December 31, 1999. This increase was primarily due to increased sales caused by
the Company's better utilization of resources, Cost of goods sold relates to the
parts and fees paid to outside companies for manufacturing the product.

Salaries and Wages. Salaries and wages increased 96.1% from $105
thousand for the year ended December 31,1998 to $206 thousand for the year ended
December 31, 1999. This increase was primarily caused by increased compensation
resulting from increased staffing and lower utilization of resources regarding
sales. Salaries and wages are comprised of inside wages and outside labor.

Advertising and Promotion. Advertising and promotion expenses increased
156.5% from $125 thousand for the year ended December 31,1998 to $320 thousand
for the year ended December 31, 1999. This increase was primarily caused by
increased advertising efforts on behalf of the company. Advertising and
promotions are comprised of the expense to advertise at boat shows and to
advertise in industry magazines. This number also includes postage, printing and
travel, attributable to advertising and promotion.

Depreciation Expense. Depreciation expense increased to $16 thousand
for the year ended December 31,1999. This increase in depreciation expense was
caused by property and equipment acquisitions by us during these periods.
Depreciation on equipment is calculated on the straight-line method over the
estimated useful lives of the assets ranging from five to ten years.

Rent and Utilities. Rent and utilities increased 96.2% from $53
thousand for the year ended December 31,1998 to $104 thousand for the year ended
December 31, 1999. This increase was primarily caused by a higher utility cost
for the period to support increased activity. Rent and utilities includes office
rent, telephone and utilities.

Professional fees. Professional fees increased 100% to $34 thousand for
the year ended December 31,1999 compared to the year ended December 31, 1998.
Fees paid to attorneys and accountants primarily caused this increase.
Professional fees consist of fees paid to various consultants, attorneys, and
accountants.

Other Expenses. Other expenses increased 93.8% from $81 thousand for
the year ended December 31,1998 to $157 thousand for the year ended December 31,
1999. This increase was primarily caused by costs associated with increasing
sales. Other expenses comprise cost of insurance, property taxes, bank
charges, and other miscellaneous expenses.

Income Taxes. Prior to April 1, 1999, we had elected S Corporation
status under Section 1362(a) of the Internal Revenue Code. Under the election,
the stockholders included their share of the Company's applicable taxable income
or loss on their federal income tax return. Accordingly, no provision for income
taxes was made for periods prior to April 1, 1999. On April 1, 1999, we elected
to terminate our Subchapter S status in favor of a taxable C Corporation as
designated in the Internal Revenue Code. Income tax provisions have been
recorded for periods presented subsequent to April 1, 1999. The effective pro
forma tax rate increased from 28.4% for the period ended December 31, 1998 to
34.8% for the first quarter of 1999. The increase was primarily caused by higher
income resulting in higher company tax brackets.

Quarterly Financial Information (Unaudited)

The following table sets forth unaudited quarterly operating results for each of
the Company's last eight quarters (including the restated figures for the
quarters ended June 30, 2000 and September 30, 2000). This information has been
prepared on a basis consistent with the Company's audited financial statements
and includes all adjustments (consisting only of normal recurring adjustments)
that management considers necessary for a fair presentation of the data. These
quarterly results are not necessarily indicative of future results of operations.

Quarter Quarter Quarter Quarter
Ended March 31, Ended June 30, Ended Sept. 30, Ended
Dec. 31,
2000 2000 2000 2000

Net Revenue................... 421,068 335,120 212,592
161,783
Gross Profit.................. 360,071 133,924 141,942
121,651
Net Loss (237,801) (790,160) (655,507)
(520,993)

Basic weighted average number of
shares outstanding.................. 6,884,462 11,141,790 13,398,948 14,328,885
Diluted weighted average number
of shares outstanding.............. 6,884,462 11,141,790 13,398,948 14,328,885

BASIC EARNINGS PER SHARE:
Net loss.............................. $ (.03) $ (.07) $ (.05) $
(.04)

DILUTED EARNINGS PER SHARE:
Net Loss.............................. $ (.03) $ (.07) $ (.05) $
(.04)

Quarter Quarter Quarter
Quarter
Ended March 31, Ended June 30, Ended Sept. 30, Ended
Dec. 31,
1999 1999 1999 1999

Net Revenue........................ 300,869 364,729 214,444 149,732
Gross Profit....................... 252,613 270,581 184,233 123,461
Net Income (loss) 57,693 (20,589) 9,845 75
Pro forma Net Income 37,621 - - -
Shares:
Basic weighted average number of
shares outstanding............... 6,000,000 7,304,286 7,430,000 7,666,413
Diluted weighted average number
of shares outstanding........... 6,181,233 9,931,363 10,016,282 10,250,915

BASIC EARNINGS PER SHARE:
Net income (loss).................. $ .01 $ (.003) $ .001 $ .000
Pro Forma Net income............... $ .01 $ - $ - -

DILUTED EARNINGS PER SHARE:
Net income (loss)................. $ .01 $ (.002) $ .001 $ .000
Pro Forma Net income.............. $ .01 $ - $ - -

C. Liquidity And Capital Resources

On March 24, 1999, we entered into a reorganization agreement with
SeaView Underwater Research, Inc. ("SeaView Florida"), a privately held
Corporation that was incorporated in the State of Florida on April 2, 1998
("the reorganization"). At the time of the reorganization we were a
non-operating Company whose common stock was not publicly traded. We were
however, subject to the reporting requirements of the Securities Exchange Act of
1934. In connection with the reorganization, we issued 5,000,000 shares of our
common stock to SeaView Florida's shareholders in exchange for 100% of SeaView
Florida's outstanding shares of common stock and $250,000 cash. For accounting
purposes, the reorganization has been treated as a recapitalization.

As a result of the reorganization,
o We were the surviving legal entity;
o SeaView Florida ceased to exist;
o SeaView Florida's Shareholders gained control of our Company;
o 0ur Board of Directors resigned and were replaced by a Board of
Directors selected by SeaView Florida's shareholders; and
o We changed our name to SeaView Underwater Research, Inc. to reflect
our continuance of SeaView Florida's business plan.

Since our inception we have financed our operations primarily through
internal cash flow. Since the date of the reorganization, financing has
primarily been obtained through debt and equity securities sales. Net cash used
in and provided by operations for the years ended December 31, 2000, 1999 and
1998 was $(2,964,859), $35,243, and $63,061, respectively. Net cash used in
operating activities for the year ended December 31, 2000, primarily consisted
of loss from operations, adjusted for non-cash items, increases in deferred
taxes, inventory, receivables from employees, prepaid expenses, and decreases in
accrued liabilities and income taxes payable, offset by increases in accounts
payable.

Cash used in investing activities for the years ended December 31,
2000, 1999 and 1998 was $418,120, $60,170 and $96,230, respectively, consisting
of acquisitions of property and equipment.

On March 25, 1999, 2,700,000 shares of restricted common stock were
issued to a key employee, Richard McBride. Unearned compensation equivalent to
the market value of the stock at the date of grant is charged to stockholders'
equity at the time of issuance.

During the year ended December 31, 2000, we issued 182,500 shares of
restricted common stock to employees under an employee bonus arrangement.
Compensation expense of $137,460 was recognized in connection with the issuance.

During the year ended December 31, 2000, we issued 397,600 shares of
common stock as payment for advertising, consulting and professional services.
Expenses of $271,255 were recognized based on the fair value of the services
provided.

During the year ended December 31, 2000, we issued 8% convertible
debentures for proceeds of $ 3,288,000. The debentures were for a term of
twelve months and were non-interest bearing for an initial period, after which,
interest was payable quarterly. No interest was paid on the debentures. The
debentures were convertible by the option of the holders into shares of the
Company's restricted common stock on the basis of $.50 to $8.00 per share.
Proceeds from the issuance were used to fund the Company's operations. During
the year ended December 31, 2000, we exchanged $3,188,000 of the debentures for
5,373,584 shares of the Company's common stock.

During the year ended December 31, 2000, warrants were exercised for
649,000 shares of common stock at $1.00 per share from a previous resolution
dating from our reorganization. The proceeds were used to fund operations.

Based upon the Company's anticipated capital needs for operations of our
business and general corporate purposes, management believes that the
combination of the funds expected to be available under the Company's current
cash reserves, future cash flows from operations, and anticipated capital
infusions should be sufficient to meet the Company's funding requirements to
conduct our operations and for further implementation of our growth strategy and
current plans through at least 2001.

ITEM 7A. Quantitative And Qualitative Disclosure About Market Risk.

See "Management's Discussion And Analysis", Section C. "Liquidity And Capital
Resources".

SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS

We make "forward-looking statements" within the "safe harbor" provision
of the Private Securities Litigation Reform Act of 1995 throughout this document
and in the documents we incorporate by reference into this Annual Report on Form
10-K. You can identify these statements by forward-looking words such as "may,"
"will," "expect," "anticipate," "believe," "estimate," "plan" and "continue" or
similar words. We have based these statements on our current expectations about
future events. Although we believe that our expectations reflected in or
suggested by our forward-looking statements are reasonable, we cannot assure you
that these expectations will be achieved. Our actual results may differ
materially from what we currently expect. Important factors which could cause
our actual results to differ materially from the forward-looking statements in
this document are set forth in the "Factors Affecting Future Results" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" sections and elsewhere in this document.

You should read this Annual Report on Form 10-K completely and with the
understanding that our actual future results may be materially different from
what we expect. We may not update these forward-looking statements, even in the
event that our situation changes in the future. All forward-looking statements
attributable to us are expressly qualified by these cautionary statements.

This Form 10-K, the annual report, and certain information provided
periodically in writing or orally by the Company's Officers or its agents
contains statements which constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The terms "SeaView Underwater Research,"
"company," "we," "our" and "us" refer to SeaView Video Technology, Inc. The
words "expect," "believe," "plan," "intend," "estimate" and similar expressions
and variations thereof if used are intended to specifically identify
forward-looking statements. Those statements appear in a number of places in
this Form 10-K and in other places, particularly, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and include
statements regarding the intent, belief or current expectations of the Company,
its directors or its officers with respect to, among other things:

(i) The successful expansion of the Company in new and existing markets

(ii) Our liquidity and capital resources

(iii) Our future performance and operating results

Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following:

(i) Any adverse effect or limitations caused by any governmental
regulations or actions;

(ii) Any increased competition in business and in acquisitions;

(iii) Inability to successfully conduct our business in new markets;

(iv) The continued relationship with and success of our professional
association customers and their continued ability to grow in
conjunction with our growth;

(v) Any inability to meet or exceed analysts expectations in any future
period

We undertake no obligation to publicly update or revise the forward looking
statements made in this Form 10-K to reflect events or circumstances after the
date of this Form 10-K or to reflect the occurrence of unanticipated events.

Item 8. Financial Statements And Supplementary Data

Certain information required by this item is included in Item 7 of Part II of
this report under the heading "Quarterly Financial Information" and is
incorporated into this item by reference. All other information required by this
item is included in Item 14 of Part IV of this report and is incorporated into
this item by reference.

Item 9. Changes In And Disagreements With Accountants On Accounting And Financial
Disclosure

None.

PART III

Item 10. Directors And Executive Officers Of The Registrant

10.1 Identification of Directors

Richard L. McBride, Founder, Chairman, President, CEO age 52

Mr. McBride founded SeaView Underwater Research, Inc. as a Florida Corporation
in 1988, and was President/CEO of that entity. He continued to serve as
Chairman/President/CEO following its acquisition by Gopher, Inc. The merged
entity became SeaView Video Technology, as described in Part II, Item 5 of this
filing.

Mr. McBride worked in the advertising-marketing field for more than 25 years
prior to his invention of the SeaView products. He was an early pioneer in the
direct-response television industry and has successfully developed markets for
hundreds of products. His client list during those years included Holiday Inn,
Sears Roebuck & Co., Ace/Trustworthy Hardware, and others of national
prominence. Many of the small-company products he launched in "1-800" television
campaigns are still profitable retail-store items, more than a decade after
their introduction.

Myles J. Gould, age 58

Mr. Gould has been involved in the development of real estate projects for more
than 30 years. His firm, Gould & Company, is based in Atlanta, Georgia. Mr.
Gould has developed over 2000 acres for diverse applications including shopping
centers, office complexes, and multiple- and single-occupancy residential
developments. He achieved some prominence as a noted speaker on the subject of
apartment-to-condominium conversions. Mr. Gould formerly served as a Director
for Modular Systems, Inc., a factory-assembled housing company.

James R. Cox, Director, Secretary-Treasurer, Vice President-New Products age 51

Mr. Cox joined the Company in May, 1998, shortly after its inception. He was
named an officer and director in 1999 following the Gopher/SeaView
reorganization.

Mr. Cox followed his early interest in communications technology into a 30-year
career in broadcasting and commercial production. He has worked in station
operations management for a number of companies, as well as in contract services
for broadcasters, audio and video production, and as an electronics technician.

Bradford M. Gould, age 31

Dr. Gould received a Bachelor's Degree in Marine Science and Biology from the
University of Miami in 1992. He earned his Master's Degree from the University
of Hawaii from 1992 through 1995, identifying pollutants and their sources in
Manmala Bay, Honolulu. After attending the Medical College of Georgia from 1995
to 1999, he entered the residency program at St. Vincent's Hospital,
Jacksonville, Florida. Dr. Gould is currently in the Residency Family Practice
Program at Greenville Memorial Hospital in South Carolina.

10.2 Identification of Executive Officers as of December 31, 2000
(As referenced by Part 1 of Form 10-K)

President/Chairman/CEO: Richard L. McBride
(see 10.1, above)

Chief Operating Officer George S. Bernardich III, age 44

Mr. Bernardich joined the Company following 28 years with the J.C. Penney Co.,
Inc. During that time, his service included increasing levels of responsibility
in store, district, and corporate level management. His most recent positions
were Catalog Media Manager / Buyer and Director of Merchandise Synergies for the
Eckerd Drug Division.

Secretary-Treasurer/VP New Products/Director James R. Cox
(see 10.1, above)

10.3 Identification of Certain Significant Employees:

Not applicable.

10.4 Family Relationships:

Miles Gould is the father of Brad Gould; both are Directors for the Registrant.

Item 11. EXECUTIVE COMPENSATION
Named Executive Officers:
Richard L. McBride, CEO
George S. Bernardich III, COO (from November, 2000)
Daniel F. Mehosky, Vice President, Operations (April - September, 2000)
James R. Cox, Vice President, New Products

11.1 Summary Compensation Table

ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------- ------------------------------------------------- ----------------------------------------------------------
Awards Payouts
----------------------- ------------------------------------------------- ---------------------------------- ------------ ----------

Securities
($) Other Restricted ($)

Underlying
Name and Annual Stock Options LTIP All Other

Salary Bonus
Principal Position Year ($) ($) Compensation Awards ($) / SARs ($) Payouts Compensation
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

Richard L. McBride, 2000 40,620 0 0 33,332 0 0 0
CEO/President
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

1999
(1) 0 0 0 25,694 0 0 0
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

James R. Cox

2000 35,244 0 0 14,788 0 0 0
Treasurer/VP
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

1999 28,600 0 0 0 0 0 0
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

George S. Bernardich 2000

COO (2) 6,250 0 0 0 0 0 0
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

1999 na na na na na na na
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

Daniel F. Mehosky 2000

VP Operations (3) 30,666 0 0 0 0 0
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

1999 na na na na na na na
----------------------- -------- ---------- --------- ------------------- ----------------- ---------------- ------------ ----------

NOTES:
The Registrant did not become a reporting company until March of 1999.
Calculations exclude standard group-insurance benefits applied equally to all
salaried employees, as defined by $209.402(a).

(1) The named executive received no compensation in the form of salary for this
accounting period.
(2) The named executive joined the company in November of 2000.
(3) The named executive worked for the company approximately 22 weeks, ending in
September of 2000.

11.2 Options/SAR Grants in Fiscal Year ending December 31, 2000
Not applicable.

11.3 Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
Not applicable.

11.4 Long-Term Incentive Plan (LTIP) Awards in the Fiscal Year ending December
31, 2000
Not applicable.

11.5 Defined Benefit or Actuarial Plan Disclosure:
The Registrant has no such plans presently in effect.

11.6 Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
None.

11.7 Report on Repricing of Options/SARs
Not applicable.

11.8 Additional Information with Respect to Insider Participation.

Compensation Decisions During the fiscal year ending December 31,2000, the Board
of Directors served as the Compensation Committee with regard to executive
compensation, in the absence of a formal committee.

Other than base salaries, there were no additional compensation plans or
policies in place for any executive officer as of December 31, 2000. No cash
bonuses were granted during fiscal year 2000. Restricted stock compensation to
officers, as outlined in "11.1 Summary Compensation Table", related to fiscal
year 1999 awards that were not granted until the 2000 fiscal year.

11.9 Performance Graph and Total Return Calculation

STOCK PRICE PERFORMANCE

The following graph depicts the value of $100 invested in SeaView Video
Technology, Inc. common stock beginning March 31, 1999, through March 31, 2001
(Fiscal year end was December 31, 2000.)

Comparisons are made to:

1. The NASDAQ Index (NDX), an index of NASDAQ stocks.

2. SeaView Video Technology, Inc.

---------------------------------------------------------------------------------------
Company/Index Name APR99 JUL99 NOV99 JAN00 APR00 JUL00 NOV00 JAN01 APR01
---------------------------------------------------------------------------------------
NASDAQ
Index $100 $106 $123 $167 $176 $168 $153 $121 $83

SEVU 100 53 44 293 655 872 659 195 103

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(pursuant to $229.403)

12.1 Security Ownership of Certain Beneficial Owners
None.

12.2 Security Ownership of Management as of December 31, 2000

Amount and
Name of nature of
Title of Beneficial beneficial Percent
class Owner ownership of class

(Restricted) Richard McBride 3,830,000 shares 22.35%
founder's stock

(Restricted) Richard McBride 2,700,000 shares 15.76%
consulting agreement

(Restricted) George S. Bernardich III * *

(Restricted) Myles J. Gould * *

(Restricted) Bradford M. Gould * *

(Restricted) James R. Cox * *

(Restricted) Daniel F. Mehosky * *

* Ownership in this class does not exceed 1% of the total shares outstanding.
Both Common and Restricted Common Stock carry the voting privilege of one vote
per share.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(pursuant to $229.404)

13.1 Transactions with Management and Others

During the year ending December 31, 2000, we contracted with R. L. McBride and
Associates, Inc., a Florida Corporation, for professional services in
advertising and public relations. Richard L. McBride, our CEO, was the sole
owner of R. L. McBride and Associates, Inc. The total amount we paid R. L.
McBride and Associates, Inc. through December 31, 2000 was $80,000. Mr. McBride
received no direct or indirect compensation from R. L. McBride and Associates,
Inc. while serving as an executive for us.

13.2 Indebtedness of Management

NOTE RECEIVABLE-OFFICER

During the year ended December 31, 2000, the Company accepted several non-
interest bearing notes from Richard L. McBride, with a balance of $512,757 at
December 31, 2000. The notes were collateralized by 6.5 million shares of Mr.
McBride's Restricted stock. The loan was repaid prior to the issuance of the
financial statements.

Item 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K

(a) The following documents are filed as part of this report:

Index to Financial Statements

1. FINANCIAL STATEMENTS
Page
Number (s)
----------------

Independent Auditor's Reports F-1
Balance Sheets at December 31, 2000 and 1999 F-3
Statements of Income for the years ended
December 31, 2000, 1999 and 1998 F-4
Statements of Stockholders' Equity for the years ended
December 31, 2000, 1999 and 1998 F-5
Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998 F-6
Notes to Financial Statements F-7

2. Financial Statement Schedules

All other schedules are omitted because they are not applicable or not
required, or because the required information is included in the
Consolidated Financial Statements or notes thereto.

3. Exhibits

Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Amendment to Articles of incorporation dated
3.3 Amendment to Articles of Incorporation dated
3.4 Amendment to Articles of Incorporation dated
3.5 Bylaws
4.1 Form of Debenture
4.2 Form of Warrant
10.0 * Reorganization Agreement [1]
10.1 * Professional Services Agreement [2]
10.2 * Registration of 1,430,000 shares of Registrant's common stock [3]
10.3 * Registration of 250,000 shares of Registrant's common stock [4]
10.4 * Registration of 100,000 shares of Registrant's common stock [5]
10.5 * Consulting and Licensing Agreement [6]
11.1 Computation of Per Share Earnings.
23.1 Consent of Independent Certified Public Accountants.
27.1 Financial Data Schedule for the year ended December 31, 2000
(for SEC use only).

* Previously filed as an exhibit in our filing identified in the endnote
following the exhibit description and incorporated herein by reference.

1) Form 8-K dated April 8, 1999.
2) Form 8-K/A dated April 15, 1999.
3) Form S-8 dated April 8,1999
4) Form S-8 dated October 5, 1999
5) Form S-8 dated January 26, 2000
6) Form 8-K dated February 14,2001

(b) Reports on Form 8-k.

We filed the following current reports on Form 8-K:

On April 8, 1999, to report the completion of the acquisition of SeaView
Underwater Research, Inc. See Note 7 of Notes to the Financial Statements.

On July 24, 2000, to report the acquisition of a 20% interest in Golden Springs,
LLC, through the issuance of 150,000 shares of our common stock subject to
restrictions under Rule 144 of the Securities Act of 1933, as amended.

On February 20, 2001, to report information the Consulting and Licensing
Agreement between Richard L. McBride and us. See Note 12 to the Financial
Statements.

On February 21, 2001, to report the resignation of Richard L. McBride as our
Chief Executive Officer as well as a Director on our Board of Directors, and the
appointment of George S. Bernardich III as President, Chief Executive Officer,
and a Director on our Board of Directors.

On March 19, 2001, to report material inaccuracies existing in our unaudited
financial statements relating to revenue recognition for the quarters ending
June 30, 2000 and September 30, 2000.

See (a) (3) above.

SEAVIEW VIDEO TECHNOLOGY, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Petersburg, State of Florida on April 13, 2001.

SEAVIEW VIDEO TECHNOLOGY, INC.

By: /s/ George S. Bernardich III

GEORGE S. BERNARDICH III
Chief Executive Officer

By: /s/ James R. Cox

JAMES R. COX
Secretary and Treasurer

By: /s/ Myles J. Gould

MYLES J. GOULD
Director

By: /s/ Bradford M. Gould

BRADFORD M. GOULD
Director

Independent Auditors' Report

The Board of Directors
SeaView Video Technology, Inc.:

We have audited the accompanying balance sheets of SeaView Video Technology,
Inc. as of December 31, 2000 and 1999, and the related statements of Operations,
stockholders' equity, and cash flows for the years ended December 31, 2000 and
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of SeaView Video Technology, Inc. as of
December 31, 2000 and 1999 and the results of operations and its cash flows for
the years ended December 31, 2000 and 1999 in conformity with generally accepted
accounting principles.

April 9, 2001
Carol McAtee, CPA
St. Petersburg, Fl

F-1

Independent Auditors' Report

The Board of Directors
SeaView Video Technology, Inc.:

I have audited the accompanying consolidated balance sheet of SeaView Video
Technology, Inc. as of December 31, 1998 and the related statement of income,
stockholders' equity, and cash flows for the year ended December 31, 1998 These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States. These standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material aspects, the financial position of SeaView Underwater Research, Inc
from March 31, 1998 to December 31, 1998 and the results of its operations for
the year ended December 31, 1998 in conformity with generally accepted
accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the
company will continue as a going and profitable concern.

Barbara Wright C.P.A.

F-2

SEAVIEW VIDEO TECHNOLOGY, INC.
BALANCE SHEETS

December 31, December 31,
Assets 2000 1999

Current Assets:
Cash and cash equivalents $ 41,264 $
-
Accounts Receivable, net of allowance for
doubtful accounts of $24,389 in 2000
60,793 -
Accounts Receivable, Officer 512,757 -
Accounts Receivable, employees 40,000 -
Inventory 293,355 120,604
Prepaid expenses 60,000 9,197
Income tax benefit - 25,795
--------- -------
Total current assets 1,008,169 155,596

Property and equipment, net 504,535 140,330
Investments 889,918 -
Deferred tax asset 1,439,322 28,023
--------- ------
Total assets $ 3,841,944 $ 323,949
========= =======

Liabilities and Stockholders' Equity

Current Liabilities:
Due to Bank - 10,412
Accounts Payable 343,606 -
Convertible Debentures 100,000 -
Accrued liabilities 36,277 53,562
------ ------
Total current liabilities 479,883 63,974
Stockholders equity:
Common stock, $.001 par value, authorized
100,000,000shares; issued and outstanding 17,132,684 shares
in 2000 and 10,380,000 shares in 1999
17,133 10,380
Additional paid-in capital 5,601,033 334,571
Unearned Restricted Stock Compensation (40,974) (74,306)
Accumulated deficit (2,215,131) (10,670)
----------- --------
Total stockholders equity 3,362,061 259,975
--------- -------
Total liabilities and stockholders equity $ 3,841,944 $ 323,949
========= =======

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

F-3

SEAVIEW VIDEO TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS

Years Ended December
31,
-----------------------------------------------

2000 1999 1998
---------------- ----------------- ---------------

Net Revenue $1,130,563 $ 1,029,774 $ 635,486
Cost of goods sold 372,975 198,886 149,355
---------------- ----------------- ---------------
Gross Profit 757,588 830,888 486,131
Operating expenses:
Salaries & Wages 832,443 206,458 105,383
Advertising & Promotions 2,056,403 319,995 124,749
Provision for doubtful accounts 24,389 - -
Depreciation 53,916 16,070 -
Rent & Utilities 111,460 103,984 52,587
Professional fees 445,527 33,917 -
Other Expenses 689,039 157,259 80,638
---------------- ----------------- ---------------
Total operating expenses 4,213,177 837,683 363,357
---------------- ----------------- ---------------
Net (loss) income from operations (3,455,589) (6,795) 122,774
Interest Income 3,206 0 0
Equity in loss of affiliate (137,582) 0 0
---------------- ----------------- ---------------
Income (loss) before taxes (3,589,965) (6,795) 122,774
Income tax (benefit) expense (1,385,504) (53,818) -
---------------- ----------------- ---------------
Net (Loss) Income (2,204,461) 47,023 122,774
Pro Forma Tax Expense (Note 2) - 20,072 34,876
---------------- ----------------- ---------------
Pro Forma Net Income (Note 2) $ - $ 26,951 $ 87,898
================= ================= ===============

Basic net (loss) income per common share (.18) .01 .02
Diluted net (loss) income per common share
(.18) .00 .02
Pro forma basic net income per common share -
.00 .01
Pro forma diluted net income per common share -
.00 .01

Basic weighted number of common shares outstanding
12,051,616 7,105,644 6,000,000
Diluted weighted number of common shares
outstanding 12,051,616 9,728,197 6,000,000

The accompanying notes are an integral part of these financial statements

F-4

SEAVIEW VIDEO TECHNOLOGY, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

Unearned
Common Additional Restricted
Common Stock Paid-In Retained Stock
Stock ($.001 par) Capital Earnings Compensation Total

Balance on December 31, 1997 0 $ 0 $ 0 $ 0 $ 0 $ 0

Issuance of Stock for cash 100 500 47,184 47,684

Net Income 122,774 122,774
----------- ----------- ------------ ------------- ----------- -----------

Balance on December 31, 1998 100 500 47,184 122,774 0 170,458

Additional cash paid in
capital-from reverse merger 250,000 250,000

Cash distribution to (250,000) (250,000)
shareholders

Recapitalization for effect of 5,999,900 5,500 (5,500) 0
reverse merger

Net Income for year ended
December 31, 1999 47,023 47,023

Net Income for S Corporation
prior to April 1, 1999 57,693 (57,693) 0

Undistributed Earnings upon
termination of S Corporation 122,774 (122,774) 0

Issuance of restricted stock
Under professional services
Agreements 2,700,000 2,700 97,300 (100,000) 0

Issuance of shares under
Consultant compensation plan 1,680,000 1,680 15,120 16,800

Amortization of unearned
Restricted stock compensation 25,694 25,694

----------- ----------- ------------ ------------- ----------- -----------
Balance on December 31, 1999 10,380,000 10,380 334,571 (10,670) (74,306) 259,975

Net Loss for year ended
December 31, 2000 (2,204,461) (2,204,461)

Conversion of subordinated
debentures 5,373,584 5,374 3,182,626 3,188,000

Exercise of stock warrants 649,000 649 648,351 649,000

Issuance of stock to employees 182,500 182 137,278 137,460

Issuance of shares for services 397,600 398 270,857 271,255

Issuance of stock for
acquisition of Golden Springs 150,000 150 1,027,350 1,027,500
Investment

Amortization of unearned
Restricted stock compensation
33,332 33,332

----------- ----------- ------------ ------------- ----------- -----------
Balance on December 31, 2000 17,132,684 $ 17,133 $5,601,033 $(2,215,131) $ (40,974) $3,362,061
========== ======== ========== ============ ========= ===============

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

F-5

SEAVIEW VIDEO TECHNOLOGY, INC
STATEMENTS OF CASH FLOWS

Years Ended
December 31, December 31, December 31,
2000 1999 1998
------------- ------------ -------------
Cash flows from Operating activities:
Net (Loss) Income $ (2,204,461) $ 47,023 $ 122,774
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Depreciation 53,916 16,070 0
Amortization of unearned compensation 33,332 25,694 0
Equity in loss of affiliate 137,582 0 0
Compensation expense of stock issuance to
employees 137,459 0 0
Compensation expense of stock issuance to
consultants 271,255 16,800 0
Deferred income taxes (1,411,299) (28,023) 0
(Increase) decrease in:
AR Trade (60,793) 0 0
Inventory (172,751) (60,891) (59,713)
Employee AR (40,000) 0 0
Prepaid Assets (50,803) (9,197) 0
(Decrease) increase in:
Due to Bank (10,412) 10,412 0
AP Trade 343,606 0 0
Accrued Liabilities (17,285) 53,562 0
Income taxes payable 25,795 (25,795) 0
------------- ------------ -------------
Net cash (used in) provided by operating activities (2,964,859) 45,655 63,061
Cash flows from Investing activities:
Additions to property and equipment (418,120) (60,170) (96,230)
------------- ------------ -------------
Net cash used in investing activities (418,120) (60,170) (96,230)
Cash flows from Financing activities:
Loan to Officer (512,757) 0 0
Proceeds from exercise of stock warrants 649,000 0 0
Proceeds from subordinated debentures 3,288,000 0 47,684
------------- ------------ -------------
Net cash provided by financing activities 3,424,243 0 47,684

Net (decrease) increase in cash and cash equivalents 41,264 (14,515) 47,684

Cash and cash equivalents at beginning of period 0 14,515 0
------------- ------------ -------------

Cash and cash equivalents at end of period $ 41,264 $ 0 $14,515
============= ============ =============
Supplemental Disclosures of Cash Flow
Information:
Conversion of convertible debentures
to common stock $ 3,188,000 0 0
============= ============ =============

Acquisition of investment through stock
issuance $ 1,027,500 0 0
============= ============ =============

Cash paid for taxes $ 0 0 0
============= ============= =============

Cash paid for interest $ 0 0 0
============= ============ =============

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

F-6

SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Financial Statements

1. OPERATIONS AND ORGANIZATION

SeaView Video Technology, Inc. (the Company) was originally incorporated in the
State of Utah on April 16, 1986 as Gopher, Inc. On March 24, 1999, the Company
entered into a reorganization agreement with SeaView Underwater Research, Inc.
(SeaView Florida), a privately held Corporation that was incorporated in the
State of Florida on April 2, 1998. At the time of the reorganization the
Company was a nonoperating Company. In connection with the reorganization, the
Company issued 5,000,000 shares of common stock to the SeaView Florida's
shareholders in exchange for 100% of SeaView Florida's outstanding shares of
common stock and $250,000 cash. For accounting purposes the reorganization was
treated as a recapitalization.

As a result of the organization:

o The Company was the surviving entity;
o SeaView Florida ceased to exist;
o SeaView Florida's Shareholders gained control of the Company;
o The Board of Directors resigned and were replaced by a Board of
Directors selected by SeaView Underwater Research Inc to reflect the
continuance of SeaView Florida's business plan
o The Company later changed our name to SeaView Video Technology, Inc.

The Company manufactures in-house and through outside contractors, underwater
video cameras, lights, and accessories for the marine commercial and consumer
retail market. The Company has also developed and manufactures in-house and
through outside contractors, a video security system utilizing exclusive
patented technology enabling video transmission through electrical wiring. The
key product SecureView is a light bulb camera and decoder. The Company offices
are located at 111 Second Avenue NE, Suite 1403, St Petersburg, Fl 33701.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. The accompanying financial statements have been
prepared on the accrual basis of accounting.

Reclassifications.To conform to 2000 presentation, certain 1999 and
1998 operating expenses have been reclassified.

Consolidation. Investments in 20%-50% owned affiliates are accounted for
on the equity method, and, accordingly, operations includes the Company's share
of its loss.

Cash and cash equivalents. The Company considers all highly liquid
instruments with original maturities of 90 days or less to be cash equivalents
for financial statement purposes.

Inventories. Inventories consist of raw materials and finished goods
held for resale and are stated at the lower of cost or market. Inventory costs
are determined using the first-in, first-out (FIFO) method.

Property and equipment. Property and equipment are stated at cost less
accumulated depreciation. Depreciation on property and equipment is calculated
on the straight line method over the estimated useful lives of the assets
ranging from five to ten years. Maintenance and repairs are charged to expense
as incurred.

Stock Based Compensation. In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standard ("SFAS") No.
123, "Accounting for Stock-Based Compensation". SFAS 123 allows companies which
have stock based compensation arrangements with employees to adopt a fair-value
basis of accounting for equity instruments or to continue to apply the intrinsic
value based method required by with Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock issued to Employees". The company has elected to
account for stock based compensation arrangements in accordance with APB No. 25.

Revenue recognition. Revenue is recognized at the time of product
shipment. Such revenue is recorded net of estimated product return. As of
December 31, 1999, estimated amounts for returns were not considered material.

Income taxes. Prior to April 1, 1999, the Company had elected S
Corporation status under Section 1362(a) of the Internal Revenue Code. Under the
election, the stockholders included their share of the Company's applicable
taxable income or loss on their federal income tax return. Accordingly, no
provision for income taxes had been made. On April 1, 1999, the Company elected
to terminate its

F-7

SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Financial Statements

Subchapter S status in favor of a taxable C Corporation as designated in the
Internal Revenue Code. Accordingly, pro forma income taxes, net income, and
earnings per share have been included on the face of the historical income
statement for the period presented prior to April 1, 1999. In addition, a pro
forma adjustment has been made to reclassify undistributed earnings of $180,467
through April 1, 1999 as additional paid in capital.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in the tax rate is recognized in income in
the period that includes the enactment date of the rate change.

Earnings per Share. Net income (loss) per share is computed using the
weighted-average number of common shares and dilutive common equivalent shares
outstanding during the related period. Common equivalent shares consist of
unearned shares, warrants, and subordinated convertible debentures, using the
treasury stock method.

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

3. INVENTORIES

Inventories consist of the following:

2000 1999

Raw Materials $258,552 $105,484
Finished Goods 34,803 15,120
---------- ----------
$293,355 $120,604
========== ==========

4. NOTE RECEIVABLE-OFFICER
During the year ended December 31, 2000, the Company accepted several
non-interest bearing notes from an officer, with a balance of $512,757 at
December 31, 2000. The notes were collateralized by 6.5 million shares of company
stock. The loan was repaid prior to the issuance of the financial statements.

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

2000 1999

Automobiles $ 92,607 $14,904
Boat 63,114 -
Furniture and Fixtures 147,841 71,556
Equipment 271,959 69,940
------- ------
575,521 156,400
Less accumulated depreciation (70,986) (16,070)
-------- --------
$504,535 $40,330
======== ======

F-8

SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Financial Statements

6. INVESTMENTS

The investment security of $889,918 at December 31, 2000, represents a 21.23%
ownership of capital in Golden Springs LLC, a state of Florida limited liability
company. In consideration for its equity position in Golden Springs, LLC, the
Company conveyed 150,000 shares of its common stock to Golden Springs, LLC
subject to restrictions under Rule 144 of the Securities and Exchange Act of
1933, as amended. The resolution approved by the board of directors to issue
shares dictated that the shares be replaced by the President and C.E.O. These
shares were contributed in 2001. The investment is accounted for under the
equity method. The results of operations and financial position of the Company's
equity basis investment is summarized below:

Condensed Income Statement Information

2000

Net Sales $ 489,080
Gross Margin 476,545
Net Loss (648,051)

Condensed Balance Sheet Information

2000

Current Assets $ 658,204
Non-current Assets 4,096,319
Current Liabilities 2,675,194
Non-current Liabilities 2,200,794
Owners Deficit (121,465)

7. INCOME TAXES

For the year ended December 31, 2000 and 1999, the provision for income taxes
consisted of the following:

2000 1999
---- ----
Current expense (benefit):
Federal 0 $ (3,224)

State 0 (22,571)

Deferred expense (benefit):
Federal (1,207,876) (24,521)
State (177,628) (3,502)
----------- ----------

Total current and deferred actual (1,385,504) (53,818)
============ ============
Pro forma income tax expense 0 20,072
------------ ----------

Total income tax expense pro forma 0 $(33,746)
============ ==========

F-9

SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Financial Statements

A reconciliation of statutory federal income tax rate with the Company's
effective income tax rate as of December 31, 2000 and 1999 is as follows:

2000 1999

U.S. federal taxes statutory rate 34.00% 35.00%
Increase/(decrease):
State taxes 4.6 5.00
------- -------

Income tax provision
Effective tax rate of current actual tax benefit 38.6% 40.00%
======== =======

The tax effects of temporary differences that give rise to significant portions
of the deferred tax Assets are as follows:
2000 1999

Deferred tax asset:
Stock based compensation $23,020 $10,278
Net operating loss 1,416,302 -
Accrued Expenses - 21,424
---------- ----------

Total deferred tax asset 1,439,322 31,702

Deferred tax liability:
Prepaid expenses - (3,679)
---------- ----------
Total deferred tax asset $ 1,439,322 $ 28,023
============ ========

The Company has net operating loss carryforwards of approximately $3,631,000
expiring in years 2019 through 2020. The Company establishes valuation
allowances in accordance with FASB Statement No. 109, "Accounting for Income
Taxes". The Company continually reviews the adequacy of the valuation allowance
and is recognizing these benefits only as reassessment indicates that it is more
likely than not that the benefits will be realized. The Company expects to
generate income to utilize the carryforwards based on future income projections
associated with expanding product lines and product sales growth.

8. STOCKHOLDERS' EQUITY

Under a Professional Services Agreement effective March 25, 1999, 2,700,000
shares of restricted common stock were issued to a key employee. Upon issuance
of stock under the plan, unearned compensation equivalent to the market value of
the stock at the date of grant is charged to stockholders' equity and
subsequently amortized over the period of the agreement, three years.
Amortization of $33,332 and $25,694 was recorded for the years ended December
31, 2000 and 1999.

Because the terms of the Professional Services Agreement calls for no cash
payment by the employee, the intrinsic value of the compensation to the employee
as defined by APB No. 25 equals the fair market value of the award as defined by
SFAS No. 123. Thus, pro forma disclosures of net income and earnings per share,
as if the fair value based method of accounting had been applied, have been
omitted.

During the year ended December 31, 2000, the Company issued 8% convertible
debentures for proceeds of $ 3,288,000. The debentures were for a term of twelve
months and were non-interest bearing for an initial period, after which,
interest was payable quarterly. No interest was paid on the debentures. The
debentures were convertible by the option of the holders into shares of the
Company's restricted common stock on the basis of $.50 to $8.00 per share.
Proceeds from the issuance were used to fund operations of the Company. During
the year ended December 31, 2000, the Company exchanged $3,188,000 of the notes
for 5,373,584 shares of the Company's common stock. Debentures of $100,000
remain outstanding at December 31, 2000. The outstanding debentures are
convertible into restricted common stock of the Company on the basis of $2.00
per share.

F-10

SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Financial Statements

During the year ended December 31, 2000, warrants were exercised for 649,000
shares of common stock at $1.00 per share from a previous resolution dating from
the reverse merger into Gopher, Inc. The proceeds were used to fund operations.
No warrants remain outstanding as of December 31, 2000.

During the year ended December 31, 2000, the Company issued 182,500 shares of
restricted common stock to employees under an employee bonus arrangement.
Compensation expense of $137,460 was recognized in connection with the issuance.

During the year ended December 31, 2000, the Company issued 397,600 shares of
common stock with a fair value of $271,255 as payment for services based on the
fair value of the services provided.

9. RECAPITALIZATION

On March 24, 1999, Gopher, Inc. ("Gopher") acquired all of the outstanding
common stock of SeaView Video Technology, Inc. in exchange for 5,000,000 shares
of Gopher's restricted stock and $250,000 cash. Gopher was formed as a
non-operating public shell company, and, therefore, for accounting purposes, the
combination has been treated as a recapitalization of SeaView Video Technology,
Inc. and the issuance of stock by the company for the net monetary assets of
Gopher.

The transaction is recorded as a capital transaction as described above, and, as
such, pro forma information is not presented, since the transaction does not
result in a business combination. The historical financial statements prior to
March 24, 1999 are those of SeaView Video Technology, Inc., and reflect the
restatement of the equity accounts based on the ratio of the exchange of
5,000,000 shares of Gopher for 100 shares of SeaView Video Technology, Inc.

10. CONCENTRATIONS

The Company's product assembly is dependent upon the operations of a primary
labor supplier. At December 31, 2000, approximately $30,000 of the Company's
inventory was held off-site at this location. If the Company should lose this
one established supplier of assembly servicing there could be a disruption in
the operations of the Company. The Company is in the process of securing
alternative sources of these services.

11. RELATED PARTY TRANSACTIONS
During the year ending December 31, 2000, the Company contracted with R. L.
McBride and Associates, Inc., a Florida Corporation, for professional services
in advertising and public relations. Richard L. McBride, the Company's CEO, was
the sole owner of R. L. McBride and Associates, Inc. The total amount paid to
R. L. McBride and Associates, Inc. through December 31, 2000 was $80,000.

12. COMMITMENTS AND CONTINGENCIES

The Company has entered into purchase commitments from suppliers for various
product components. The remaining commitments outstanding as of December 31,
2000 are approximately $580,000.

The United States Securities and Exchange Commission has authorized its staff to
conduct a non-public, fact-finding inquiry encaptioned, "In the Matter of
SeaView Video Technology, Inc." The non-public formal order authorizes the staff
to privately investigate a number of issues, including disclosures regarding
financial condition and results by SeaView, periodic reports filed by SeaView,
the books and records maintained by SeaView, and statements made by SeaView to
its accountants. Regardless of the outcome, the Company expects to incur costs
in responding to the inquiry. The financial liability of the Company related to
the inquiry, cannot be estimated with certainty.

The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or liquidity.

During the year ended December 31, 2000, Company entered into an operating lease
of 2,711 square feet for use as its corporate offices. The lease is for a term
of three years at a base monthly rental of $3,728, subject to a 3% annual
escalation. Minimum future rental commitments including sales tax as of December
31, 2000 are as follows:

2001 $ 48,709
2002 50,159
2003 21,151
------
Total $120,019
========

F-11

SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Financial Statements

13. SUBSEQUENT EVENTS

On February 14,2001, the Company entered into a Consulting and Licensing
Agreement with Richard L. McBride for the granting of licensing rights to
various patents, patent applications, and provisional patent applications and
for consulting services to be provided. In exchange for these services and
licensing rights, the Company issued to Richard L. McBride 1,000,000 shares of
the Company's restricted common stock. The term of the agreement is through
March 31, 2003 and the initial term of the licensing rights is for fourteen
contiguous years.

F-12

SCHEDULE II

SeaView Video Technology, Inc.

Schedule of Valuation and Qualifying Accounts

Additions
Balance at Charged to Balance at End
Beginning of Costs and of Period
Period Expenses Write-Offs

Year ended December 31, 2000
Allowance for uncollectible accounts receivable
$ 0 $ 24,389 $ 0 $ 24,389
============ =========== ============ ===========

Reserve for excess/obsolete inventory $ 0 $ 15,000 $ 0 $ 15,000
============ =========== ============ ===========

S-1

EX-11

SEAVIEW VIDEO TECHNOLOGY, INC
COMPUTATION OF PER SHARE EARNINGS

Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2000 1999 1998
---- ----- -------

Net Income $ (2,204,461) $ 47,023 $ 122,774
============= ============= =============
Pro Forma Net Income $ 0 $ 26,951 $ 87,898
============= ============= =============

Shares:
Basic weighted average number of shares
outstanding 12,051,616 7,105,644 6,000,000
Additional shares adjusted under nonvested stock
for diluted earnings per share
0 2,622,553 0
------------- -------------- --------------
Diluted weighted average number of shares
outstanding 12,051,616 9,728,197 6,000,000
============= ============= =============

Basic Earnings per Share
Net Income (.18) .01 .02

Pro forma Net Income - .00 .02

Diluted Earnings per Share
Net Income (.18) .01 .02

Pro forma Net Income - .00 .02

EX-23.1

SEAVIEW VIDEO TECHNOLOGY, INC.

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
SeaView Video Technology, Inc.

We consent to the use of our report dated April 9, 2001, with respect to the
balance sheets of SeaView Video Technology, Inc. as of December 31, 2000 and
1999 and the related statements of income, stockholders' equity and cash flows
for the years ended December 31, 2000 and 1999, which report appears in your
Annual report on Form 10-K for the year ended December 31, 2000.

/s/ Carol McAtee
St. Petersburg, Fl
April 9, 2001

The Board of Directors
SeaView Video Technology, Inc.

I consent to the use of my report dated December 31, 1998, with respect to the
balance sheet of SeaView Video Technology, Inc. as of December 31, 1998 and the
related statement of income, stockholders' equity and cash flows for the year
ended December 31, 1998, which report appears in your Annual report on Form 10-K
for the year ended December 31, 2000.

/s/ Barbara Wright C.P.A.
Memphis, TN
March 26,2000