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

                                    FORM 10-K/A 

(Mark One)
        [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002
                                       or
        [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                         Commission file number 0-23081

                         Sea View Video Technology Inc.
             (Exact name of registrant as specified in its charter)

               NEVADA                                  50-0006815
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)

                                200 Madonna Blvd.
                           Tierra Verde, Florida 33715
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code 727-866-7440

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

        Title of each class            Name of each exchange on which registered
                None                                     None

Securities registered pursuant to section 12(g) of the Act: Common Stock,
par value $.001

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 definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                                                                   [ ]

     As of April 11, 2003, there were outstanding 42,521,642 shares of Common
Stock. The aggregate market value of the voting stock held by non-affiliates of
the Registrant based on the last sale price reported on the OTC Bulleting Board
as of April 11, 2003 was $1,316,300.

DOCUMENTS INCORPORATED BY REFERENCE

        Documents                                   Form 10-K Reference






                         SEAVIEW VIDEO TECHNOLOGY, INC.
                        2002 ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS

PART I                                                                      PAGE

      ITEM 1.  BUSINESS........................................................2

      ITEM 2.  DESCRIPTION OF PROPERTIES......................................10

      ITEM 3.  LEGAL PROCEEDINGS..............................................10

      ITEM 4.  SUBMISSION FOR MATTERS TO A VOTE OF SECURITY HOLDERS...........11

      ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......11

      ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS............................12

      ITEM 7.  FINANCIAL STATEMENTS...........................................19

      ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON
               ACCOUNTING AND FINANCIAL DISCLOSURE. ..........................19

      ITEM 9.  MANAGEMENT.....................................................21

      ITEM 10. EXECUTIVE COMPENSATION.........................................22

      ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT.....................................................24

      ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................24

      ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
               ON FORM 8-K....................................................25

      ITEM 14. CONTROLS AND PROCEDURES........................................25

SIGNATURES....................................................................26

CERTIFICATIONS................................................................27



CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

     SeaView Video Technology, Inc., (the "Company" or "we" or "our") has made
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) in this report that are subject to risks and
uncertainties, such as statements about our plans, objectives, projections,
expectations, assumptions, strategies, or future events. Other written or oral
statements, which constitute forward-looking statements, also may be made from
time to time by or on behalf of the Company. Words such as "may," "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," "will,"
"should," "could," variations of such words, and similar expressions are
intended to identify such forward-looking statements. Similarly, statements that
describe the Company's future plans, objectives, or goals also are
forward-looking statements. These statements are not guarantees of future
performance and are subject to a number of risks, uncertainties, and other
factors, including those discussed below and elsewhere in this report, that
could cause actual results to differ materially from future results,
performances, or achievements expressed or implied by such forward-looking
statements. Consequently, undue reliance should not be placed on these
forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

Factors that could cause actual results to differ materially from what is
expressed or forecasted in such forward-looking statements include, but are not
limited to: (i) the potential loss of material customers; (ii) the failure to
properly manage growth; (iii) inability of the Company's products to attain
broad market acceptance or increased length of the Company's sales cycle; (iv)
inability of the Company to reduce selling expenses; (v) the impact of
competitive products and pricing; (vi) delays in shipping the Company's new
products as a result of manufacturing delays; (vii) fluctuations in quarterly
operating results as a result of the size, timing and recognition of revenue
from significant orders, increases in operating expenses required for product
development and marketing, the timing and market acceptance of new products and
product enhancements; customer order deferrals in anticipation of new products
and product enhancements; the Company's success in expanding its sales and
marketing programs, and general economic conditions; and (viii) inability to
protect our intellectual property and other proprietary rights; (xi) dependence
on key personnel.


                                        1




                                     PART I

ITEM 1.  BUSINESS.

GENERAL DEVELOPMENT OF BUSINESS

         We were originally incorporated as Gopher, Inc. in the State of Utah on
April 16, 1986. In order to change 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., a privately
held Florida corporation. 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 Underwater Research, Inc.'s shareholders in exchange for
100% of SeaView Underwater Research, Inc.'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 Underwater Research, Inc. ceased to exist;
         o   SeaView Underwater Research, Inc.'s shareholders gained control of
             us;
         o   Our Board of Directors resigned and were replaced by a Board of
             Directors selected by Underwater Research, Inc.'s shareholders;
             and
         o   We changed our name to SeaView Underwater Research Inc. to reflect
             our continuance of Underwater Research, Inc.'s business plan.

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

OUR BUSINESS, SEGMENTS AND PRODUCTS

         We are engaged through our Marine Products Segment in the marketing and
sale of underwater video cameras, lighting and accessories principally to retail
sporting goods businesses throughout the United States. We are also engaged
through our Security Products Segment in the development, marketing and sale of
proprietary video security network devices, vehicular video systems, and
consumer electronic products that utilize patented technologies, licensed by us,
to retailers, commercial businesses and original equipment manufacturers
throughout the United States.


MARINE PRODUCTS SEGMENT

         The original SeaView camera (designated "Offshore Series") was
introduced into the national marketplace in 1998. The flagship product was
quickly followed by smaller and lighter variations ("Mini SeaView," "SuperMini")
and is produced in both standard black-and-white and optional color versions
throughout the model range. 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.

         SeaView cameras differ from other underwater video devices due to our
patented design, and our exclusive (patent pending) infrared-enhanced video
system. In October of 2001, we introduced new technology under the brand name
"SeaMaster," which extends the advantages of infrared to a dual-mode video
chipset, capable of seamless color-to-black-and-white performance within a
single camera housing. The new technology also incorporates a built-in zoom
function, and offers superior low-light and low-noise response. The SeaMaster
product family is positioned as a premium line and priced above the original
SeaView product family.


                                       2


         We also offer accessory products to enhance the performance and
functionality of our underwater cameras. "SeaLite" is a high-output DC-powered
lighting device for attracting baitfish, night fishing, and general underwater
illumination. "Trak-View" is a video accessory, which reproduces global
positioning system, or GPS, data on-screen in conjunction with an external GPS
receiver, and a SeaView camera or other video device.

PRINCIPAL MARKETS FOR MARINE PRODUCTS

         Underwater cameras appeal to:

         o   recreational boaters, anglers, and divers;
         o   treasure hunters;
         o   professional divers in law enforcement, rescue, and recovery;
         o   marine trades, such as commercial fishing, surveyors, contractors,
             and boatyards; and
         o   marine education and research, including environmental and
             conservation groups.

Governmental entities at the local, state, and national levels also utilize
underwater cameras in primarily the same applications as the third and fourth
bullet point.

         The primary market geography encompasses all of North America and
Canada, plus areas of Central and South America, Caribbean, and Pacific Islands
utilizing the National Television System Committee, or NTSC, television format.
Special-order products for the Committee Consultatif International des
Radiocommunique Phase Alternate Line, or the CCIR (PAL), television format are
available in small quantities for customers in other parts of the world.

METHODS OF DISTRIBUTION FOR MARINE PRODUCTS

         We began marketing through direct response in 1998. In 2000, we
intensified our efforts to build a network of independent dealers and retailers
while continuing to sell direct-to-consumer at boat shows, through magazine
advertising, and on the Internet.

         We consider 2001 to have been transitional, as we migrated from a
direct-to-customer and small-retail model to a more conventional wholesale-
distribution model. Channel building, branding, infrastructure implementation,
cost reduction, and volume pricing were the major components of this strategy.

         During the year ending December 31, 2002, we continued to develop this
strategy. Emphasis throughout the year focused on identifying highly productive
dealers from within the existing independent network; establishing new
relationships with internet, catalog, and brick-and-mortar resellers with
regional and national customer bases; and restructuring and redesigning our own
e-commerce systems to facilitate both consumer and retailer orders.

MARINE PRODUCTS SEGMENT STATUS

         While technological improvements such as SeaMaster are adopted as
they occur, video technology has remained relatively stable in the last several
years. Ongoing research and development of new marine products continues, but we
believe the capital needed for these efforts will not require a materially
significant commitment of our assets.


                                       3



         Our strategy with the new SeaMaster product family is two-fold: The
premium product and exclusive advanced technology are a comfortable fit with the
upscale sport and catalog retailers, which in turn allows our mature original
products to appear at lower price points in high-volume and discount-store
venues. The SeaView brand has been well positioned for several years, and we
believe that we can capitalize on that awareness through extensive placement
with volume retailers.

SOURCES AND AVAILABILITY OF MATERIAL AND PRODUCTION

         We own the molds and tools for the production of our proprietary
housings and components. Our camera technology is based on specifications
derived in-house and produced by third-party vendors. Sources for plastic raw
material, the camera technology, and various component parts and system contents
all are well-developed. We have at least one alternate source of supply for each
key non-proprietary item. Competitive pricing amongst similar suppliers aids
cost control and preserves margin. Key vendors are encouraged to play a
partnership role in assuring both high quality and rapid response to changes in
production volume.

INTELLECTUAL PROPERTY--MARINE PRODUCTS

         We hold the exclusive rights to the following items relevant to the
Marine Products Segment:

        SeaView (trademark, Florida registration)                       12-17-98
        Underwater Camera (design patent granted)                       06-22-99
        SeaView Brochure (U.S. copyright filed)                         01-11-99
        Submersible Video Camera (utility patent granted)               06-10-99
        Underwater Camera (design patent granted)                       12-28-99
        Video Monitor Hood (design patent granted)                      04-11-00
        SeaLite (trademark, registered or filed with the U.S. P.T.O)    06-30-99
        Camera Housing (design patent granted)                          07-25-00
        SeaView (trademark, registered or filed with the U.S. P.T.O)    01-16-01

         All of the above patents expire on the fourteenth year from the date
the patent was granted. The trademarks expire on the tenth year from the date
the trademark was granted. The copyrights expire on the twenty-fifth year from
the date the copyright was granted.

         We were granted an exclusive unlimited license, extending through the
year 2014, under an agreement in February of 2001 with Rich McBride, our founder
and the inventor of the technology. The McBride estate became the licensor upon
the death of Rich McBride in October of 2001.

         We executed a patent assignment agreement December 12, 2002,
terminating the license agreement with the McBride estate, and assigning
ownership and rights of all of the patents and pending patents to the Company.
[See Note 12 to the financial statements]

MARINE PRODUCTS SEASONALITY, INDUSTRY PRACTICE

         The geographic distribution of favorable fishing and boating weather
minimizes the seasonal impact of our marine products business. As we move
further into the wholesale-distribution model, volume shipments to retailers'
distribution centers are creating steady flow patterns, rather than peak-and-dip
cycles. We offer a two-year warranty (one year replacement, one year parts) on
our marine camera products. We also offer refurbishment services on a time and
material basis, for products out of warranty.

         Our marine products have been available to purchasers with U.S.
Governmental Services Administration, or GSA, authority since mid-year of 2000.
These listed products, brokered by a minority-owned government contractor also
known as our 8-a certified teaming partner, do not generate volume of a material
nature at this time. Other governmental entities without GSA authority purchase
direct from us via purchase order. The Marine Products Segment has no large
volume or long-term contracts of a material nature with any government entity.

                                       4




         During the year ending December 31, 2002, sales of our SeaLite product
to Wal-Mart Stores Inc. accounted for 13% of revenues in the marine products
segment, equating to 5% of total annual consolidated 2002 revenues. No other
marine segment customer, or group of customers under common control, represented
sales equal to 10% or more of consolidated revenues.

COMPETITION

         Underwater video is a niche market that has become increasingly
competitive in the last two years. Few barriers to entry exist for new
competitors in the direct-response market. Further, many of the newer designs
are similar to one another.

         Our major competitor in the freshwater video market presently enjoys a
geographic advantage in the upper Midwest and a solid position in marine
specialty stores and catalogs, which minimize discounting and price erosion. A
second competitor emerged in the last year, who appears by design and pricing to
be in pursuit of the abovementioned freshwater competitor. We remain confident
in the strength of our patents and the validity of our designs, especially our
proprietary infrared advantage.

SECURITY PRODUCTS SEGMENT

         Through our Security Products Segment, we develop, market and sell
proprietary video security network devices, vehicular video systems, and
consumer electronic products that utilize patented technologies, licensed by us,
to retailers, commercial businesses and original equipment manufacturers
throughout the United States. The trademarked name, "SecureView," is the key
brand identifier for a range of our security products incorporating the
Induction Radio-Frequency System, or IRFS, a technology which enables video
transmission over AC and DC electrical conductors. IRFS is categorized within a
larger industry segment commonly referred to as Power Line Communications.

THE POWERLINE CONCEPT

         Electrical wiring is nearly universal, present in practically every
building constructed in the past century. The reach and ubiquity of the power
grid stretches from major metropolitan centers to rural areas.

         Within the walls of a single structure, the topology of an electrical
distribution system is a network of wiring which branches into every room within
the structure.

         The concept of Powerline Communication, or PLC, was born early in the
history of electrification. Scientists and engineers recognized the potential
value of "the grid" as a channel for more than just electricity. Until the
arrival of transistorized circuitry, their concepts were unreachable. Once
thought to be valuable only to utility companies, PLC technologies began to
emerge on the open market, and formed the core of several consumer and
industrial initiatives.

         In 1999, the Company conceived a surveillance camera utilizing the form
of a common flood lamp. The combination of PLC technology and video surveillance
proved to be a perfect fit in the emerging home-security marketplace.
SecureView, the "powerline camera in a light bulb," was introduced in 2000 and
began shipping in quantity in the late spring of 2001.

         Unlike previous PLC applications, SecureView communicates on the power
line in a way that ignores the sinusoidal line frequency and line voltage on the
wire. The video signal is modulated, then coupled to the electrical wire via a
proprietary device. At the receiving end--basically anywhere within the
home--the same component couples to a demodulator circuit. The video signal
output is standard line-level format, compatible with any TV or VCR. No
additional components are needed; installation is as simple as screwing in the
light-bulb camera and plugging in the receiver.

                                       5



         The power line, while ubiquitous, is not uniform in its
characteristics--and in fact is a "moving target" whose characteristics vary
over time. We can offer compelling arguments, based on fundamentals of physics,
that our IRFS technology is the only wideband-capable PLC technique that
produces consistent results in the shape-shifting environment of the power line.
Further, the technology is eminently portable, performing equally well on AC
voltages, DC voltages, or unpowered conductors.

         The vehicular environment presents unique opportunities for the
deployment of PLC technology. Fleet owners and original equipment manufacturers
acknowledge the difficulty of adding more cables to existing wiring harnesses in
tractor-trailer combinations, waste hauling vehicles, and fifth-wheel
recreational vehicles. In each of these vertical markets, as well as other
verticals within the transportation industry, video monitoring is a valuable and
accepted means for "filling in the blind spots" which make turning, backing, and
close-quarter maneuvering difficult. Our PLC products provide a cost-effective
option to conventional wired systems at both original-equipment and aftermarket
levels. Using existing DC conductors eliminates the expensive extra interconnect
between tractor and trailer. Of further benefit is the cost and time advantage
of PLC when compared with ongoing cable maintenance and replacement costs
inherent to wired systems.

PRINCIPAL SECURITY PRODUCTS

         Principal products in this Segment fall into two subcategories:
Consumer Security Products and Commercial Security Products.

CONSUMER SECURITY PRODUCTS--DESCRIPTION AND STATUS

         The light-bulb camera is currently retailing in two forms, one for
indoor use and one for outdoor use. The outdoor model is weatherproof. A "box
set" adaptation enables the end-user to connect an external video camera to the
IRFS transmitting device, with the receiver-decoder "back end" unit identical to
that of the light-bulb-camera system. The "box set" adaptation and "raw-board"
IRFS circuitry are available to qualified OEMs and VARs within the trade, for
inclusion in their own customized offerings. Additional products are in the
development pipeline now. Applications include security surveillance for home
and small business; baby monitor; nanny-cam; and "look-in" remote viewing via
dial-up or Internet (utilizing PC accessory kits now available through the
aftermarket).

PRINCIPAL MARKETS--CONSUMER SECURITY PRODUCTS

         Closed-circuit television video surveillance, also known as "CCTV,"
has been included in the security plans of businesses large and small. Most
businesses purchase CCTV equipment either from a specialized CCTV contractor or
as a part of a broader alarm and security package from an integrated-systems
vendor.

         The technology has been slow to trickle down to the small business and
consumer sectors, in part due to the relative complexity of installation. This
is especially true in retrofit installations. While new home construction can
include the cabling for CCTV as a part of the homebuilding schedule, existing
construction requires substantial drilling and labor to achieve the same result.

         Further, once the wiring is in place, moving a camera involves the
relocation of the associated wiring.

         Our SecureView consumer product, the "powerline camera in a light bulb,"
overcomes these issues by using the bulding's electrical wiring to deliver live
video from the camera to any TV or VCR. The "plug and play" simplicity of
installation and the ubiquity of the power line give our consumer products a
unique advantage.

         Retailers and mass merchandisers have realized that products with
complex installation procedures may not "stay sold," since many
do-it-yourselfers lack the technical skill necessary to successfully install the
product. In the mass retail channel, many wired system "package deals" have been
attempted with marginal success.

                                       6




         The SecureView light bulb camera and its future sister products supply
a unique opportunity to these retailers, enabling them to sell high technology,
simplicity, and convenience in a single package.

         In 2001, we were able to accomplish product placement with several
significant specialty-catalog retailers, most notably SuperCircuits and
SmartHome. While these venues did not produce high sales volumes, they provided
valuable feedback for subsequent efforts to place and price our products. We
then developed additional markets through online e-tailers, including SkyMall,
Costco.com (an affiliate of Costco Wholesale), and several others.

         We received excellent exposure in 2001 from Popular Science Magazine,
and Popular Mechanics Magazine, both of which publicized our light-bulb camera
in new-product feature stories. The product was also included in a new-product
feature segment on ABC News "Good Morning America," broadcast nationwide on the
ABC television network.

         During the year ending December 31, 2002, we introduced the SecureView
concept at the annual Consumer Electronics Show, or CES, generally recognized as
one of the world's largest venues for cutting-edge electronic products.
Additionally, we presented our PLC products to the security industry at the
International Security Conference and Expo. As a result, the SecureView light-
bulb camera received a positive review from TechTV, a nationwide cable
television network devoted to technology products.

         During the year ending December 31, 2002, SecureView was presented to
viewers of Home Shopping Network, or "HSN," a nationwide retailing network, and
its subsidiary network, America's Store. Initial response led to additional
appearances in the first quarter of 2003.

In addition, the Company also delivered initial orders for SecureView to B.J.'s
Wholesale Club and Grupo Sanborns in Mexico.

COMMERCIAL SECURITY PRODUCTS -- DESCRIPTION

         Our commercial products segment comprises three categories:
Alternating-current PLC video products incorporating our IRFS core technology;
direct-current PLC products incorporating our IRFS technology; and conventional
video surveillance products for specific applications in government and law
enforcement.

PRINCIPAL MARKETS--COMMERCIAL SECURITY PRODUCTS

         Potential customers for our commercial products include multi-unit
housing and lodging complexes to warehouses and distribution centers, to malls
and stand-alone mass retailers, and many others. Within each segment, specific
needs arise. IRFS technology is quickly adaptable to engineered solutions within
these segments.

         Schools and other public agencies have a need for additional video
security, but limited budgets. A further constraint in retrofitting conventional
cabled systems is the expense and interruption of pulling wire. IRFS-based video
systems are a cost-effective means of adding video security, and allow more
flexible deployment based on changing needs.

         Risk management and operator safety are two of the top concerns in the
transportation industry. Our DC-operated IRFS solutions allow tractor-trailer
operators and RV drivers to operate safely with expanded rear views. Tremendous
opportunities exist with both original equipment manufacturers and aftermarket
suppliers, to accommodate the tens of thousands of vehicles on the road.

         In retail store parking lots, conventional cabling requires significant
expense, cutting through pavement to bury the cables. Worse, the perforation of
the pavement creates a never-ending maintenance program for the paving itself. A
powerline-based solution, in contrast, requires none of these expenses.

                                 7



         A heightened awareness of homeland-security issues has generated
increased interest in our VIC Vehicle Inspection Camera. A military agency
purchased samples following extensive testing in 2001. We have received
subsequent requests for additional evaluation units from other government
agencies. The VIC design was upgraded to include new dual-mode video chipset
technology and improvements to the mechanical design. VIC is GSA listed through
our teaming partner, New Technology Management Inc., an 8-a certified
contractor.

METHODS OF DISTRIBUTION--COMMERCIAL SECURITY PRODUCTS

         We sell DC-IRFS solutions through vertical-market partnerships with
independent companies, and through our own in-house efforts. We sell parking-lot
and in-store systems and components as engineered solutions, directly to end-
users. The VIC camera is available direct and through government purchasing
channels.

COMMERCIAL SECURITY PRODUCTS--STATUS

         During the year ending December 31, 2002, orders for DC IRFS technology
were received from customers with direct connections to specific vertical
markets within the trucking industry. We began filling those orders early in
2003.

         SecureView Parking Lot Surveillance System or SPLSS beta sites are
engineered solutions, with a high level of site-specific integration. Field
laboratory data provides the basis for improvements and revisions geared toward
a line of modular products which can be universally deployed in a number of
similar environments. During the year ending December 31, 2002, the R&D efforts
in this area focused on evolving a digital PLC solution, to accommodate end-
users' desires for installations of 16 or more cameras.

COMPETITION


         Competition in the consumer marketplace exists primarily in the
over-the-air "wireless video" category. Most competitors in this "wireless"
space are small companies, and product performance is typically poor.
Nevertheless, the consumer marketplace is increasingly price-driven, with a
flood of low-performance products creating downward pressure on retail prices.
Our IRFS technology performs well in many places where the cheap wireless
products fail, and is exclusive to us.

         In commercial and high-end applications, more robust over-the-air
products are available; but they cost much more and typically involve a
contractor or value added reseller with sufficient technical skill. Ultimately,
they cannot offer the advantages inherent in IRFS technology. Our technology has
competitive advantages over other application alternatives in the marketplace
such as permanently installed ("hard-wired") CCTV systems, which are burdened by
high installation costs and limited flexibility of usage.

         The transportation industry and associated segments such as the
recreational vehicle industry are similarly populated with hard-wired video
systems. Of the dozen-or-so companies competing, a select few are manufacturers
while the balance are importers or distributors. Products range from highly
engineered solutions for specific vertical markets, to repurposed consumer
equipment. There is a high degree of segmentation among brands.

         Since they all share the common design constant of cabling, these
systems are problematic in two areas: First, the installation and ongoing
maintenance costs of the dedicated cable; and second, tractor-trailers and towed
recreational vehicles require a new "umbilical" cable which, in many instances,
is costly and maintenance-intensive. IRFS technology eliminates the dedicated
cable by utilizing existing DC conductors, saving on both installation and
maintenance. Fleets may also retro-fit the technology to vehicles already
equipped with cabled systems from other suppliers.


                                       8



SOURCES AND AVAILABILITY OF MATERIAL AND PRODUCTION

         We own the molds and tools for the production of our proprietary
housings and components. Our camera technology is based on specifications
derived in-house and produced by third-party vendors. Sources for plastic raw
material, the camera technology, and various component parts and system contents
all are well-developed.

         Certain low-cost stampings and parts are purchased in bulk from
suppliers who run the part once per year. We anticipate our current supply of
these parts to be sufficient for the next 12 month period.

         We received notice in December 2001 that two integrated-circuit
semiconductor parts used in our security products were to be discontinued in
2002. We entered into negotiations to ensure an adequate supply of these parts
based on our forecasts for 2002 and 2003 production. Subsequently, the assets to
produce these semiconductor chips have been purchased by a new manufacturer,
thereby solidifying our ability to obtain adequate materials beyond the 2003
fiscal year. (See Item 6. LIQUIDITY & CAPITAL RESOURCES)

INTELLECTUAL PROPERTY--SECURITY PRODUCTS

         We hold exclusive rights to the following patents and trademarks
relevant to the Security Products Segment:

          SecureView (trademark, registered or filed with the U.S. P.T.O)         02-28-00

          Video Camera Utilizing Power Line Modulation (utility patent granted)   05-15-00

          Video Camera Housing (design patent granted)                            12-26-00

          Infrared Illumination Device Housing (design patent granted)            12-19-00

          Video Camera Housing (design patent granted)                            12-26-00

          Vehicle Inspection Camera (utility patent granted)                      01-22-01

         All of the above patents expire on the fourteenth year from the date
the patent was granted and the trademarks expire on the tenth year from the date
he trademark was granted.

         We were granted an exclusive unlimited license, extending through the
year 2014, under an agreement in February of 2001 with Rich McBride, our founder
and the inventor of the technology. The McBride estate became the licensor upon
the death of Rich McBride in October of 2001.

         We executed a patent assignment agreement December 12, 2002,
terminating the license agreement with the McBride estate, and assigning
ownership and rights of all of the patents and pending patents to the Company.
[See note 12 to the Financial Statements]

         Eight other patents, and additional patents pending, are secured
through a third party licensing agreement. The license agreement, executed
December 18, 2002 between SeaView and Satius, replaces the original agreement of
October 18, 1999 and subsequent addenda. Satius, Inc. is the renamed entity
formerly doing business as VideoCom, Inc. and Wire 21, Inc.

         The new agreement allows us to exclusively manufacture, sell and
distribute IRFS related powerline products in North America, South America,
Europe, Japan, Australia, New Zealand, Turkey, Russia, China, and Asia with the
exception of Cambodia, Myanmar, Thailand, Indonesia, Philippines and Malaysia.
[See note 13 to the Financial Statements]

SEASONALITY, INDUSTRY PRACTICE

         Security is for the most part a non-seasonal industry. For
manufacturers, certain times of the year may generate increased order flow. At
this stage of market development, we are confident in our ability to meet
anticipated demand.


                                       9



         The ability to meet demand could be affected by other mitigating
factors, such as component availability and working capital.

         We have continued the expansion of our electronic data interchange, or
EDI, capability, to ensure the quickest possible response to large retail
customers.

         During the year ending December 31, 2002, sales of our SecureView
product to Home Shopping Network accounted for 21% of revenues in the security
products segment, equating to 13% of total annual consolidated 2002 revenues. No
other security segment customer, or group of customers under common control,
represented sales equal to 10% or more of consolidated revenues.

EMPLOYEES

        During the year ended December 31, 2002 we employed as many as 16
employees and employed 11 people as of year end.  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.  DESCRIPTION OF PROPERTIES.

         Our corporate facility is located in Tierra Verde, Florida and consists
of approximately 3,200 square feet of executive office space. We lease this
facility for a monthly base rent of $2,675. The lease expires in June 30, 2003.
In addition, we lease approximately 1,500 square feet of warehouse space in
Clearwater, Florida. We lease this facility for a monthly base rent of $650 on a
month to month basis. We believe that our facilities are adequate for our needs
for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS.

         We are a defendant in a consolidated class action lawsuit pending in
the United States District Court for the Middle District of Florida against us
and Richard McBride, our former chief executive officer. Commencing in May 2001,
five nearly identical class action lawsuits were filed against us and McBride,
and, on July 24, 2001, those lawsuits were consolidated. In the five initial
complaints, the plaintiffs thereto claimed violations of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder. In the five initial complaints, the plaintiffs to those actions
alleged, among other things, that from March 30, 2000 to March 19, 2001, we and
McBride misstated our sales and revenue figures; improperly recognized revenues;
misrepresented the nature and extent of our dealer network; falsely touted
purported sales contracts and agreements with large retailers; misrepresented
our ability to manufacture, or to have manufactured, its products; and
misrepresented our likelihood of achieving certain publicly announced sales
targets. The consolidated amended class action complaint was filed in December
2001. As amended, the consolidated complaint seeks compensatory and other
damages, and costs and expenses associated with the litigation and now also
seeks relief against James Cox on the same grounds as the claims against us and
McBride.
         In February 2002, we filed our motion to dismiss. The plaintiffs
responded to the motion to dismiss in early April 2002. On May 17, 2002, we
reached an agreement in principle, in the form of a Memorandum of Understanding,
to settle the class action lawsuit discussed in Note 10 to the Annual Financial
Statements. In the settlement, we will issue 6,000,000 shares our common stock
to the class participants. Upon satisfaction of the requirements of the
Securities Act of 1933, the shares may be resold without regard to Rules 144 or
145(c) of the Securities Act if the holders are not affiliates of any party to
the settlement or the registrant and will not be affiliates of the registrant
after the settlement shares are distributed. If the holders are affiliates of
any party to the settlement prior to the settlement or are affiliates of the
registrant prior to or subsequent to the settlement, then the resale of the
securities distributed in the settlement may only be accomplished in the manner
provided by Rule 145 of the Securities Act. In addition, we will pay, up to a
maximum of $125,000, for costs incurred by the plaintiffs in the litigation,
plus the costs of settlement notice and administration.

         During the 2nd and 3rd quarter of 2002, the Company and the plaintiffs'
counsel agreed to prepare and execute a definitive Stipulation of
Settlement and jointly seek preliminary and final Court approval. The Settlement
would be conditional upon receiving final judicial approval of the Stipulation,
among other things.


                                       10



         At the end of the Company's 2nd fiscal quarter of 2002, management had
determined that the impending settlement was highly probable. Accordingly, the
Company accrued for the cost of the settlement by recording a liability of
$1,200,000, which was equal to the current fair market value of the settlement
shares at June 30, 2002, plus an estimated amount for expenses.

         On December 17, 2002, the Joint Motion for Preliminary Approval of
Settlement and the Amended Stipulation of Settlement was filed with the United
States District Court of Florida, and approved by the residing justice. There
were no significant amendments to the nature or terms of the Stipulaton as
outlined above. The actual liability, based on the value of the Company's stock
as December 17, 2002, was $300,000 plus an estimated $125,000 in legal fees. The
Company recorded its revised estimate of the liability in the fourth quarter and
has disclosed this fourth quarter adjustment in the financial statements.

         The Securities and Exchange Commission's Division of Enforcement began
an investigation in January 2001 relating to our financial results and common
stock performance during 2000. As a result Richard McBride, former Chairman,
President and CEO, resigned from all positions with us. Further, all executives
involved with the allegations were replaced during 2001 and Mr. McBride passed
away in October 2001. We have cooperated fully with the SEC, which included the
testimony of former employees, Col. Larry Hoffman (retired) and Christy Mutlu.
Doug Bauer, CFO and J. R. Cox, former director, have also testified before the
SEC. Although our legal counsel indicates that this matter will be resolved with
no adverse actions against us, we can give no assurances that the SEC will not
recommend an enforcement action against us.

ITEM 4. SUBMISSION FOR MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common stock is quoted on the OTC Bulletin Board under the symbol "SEVU."
Our common stock has been quoted on the OTCBB since April of 1999.

For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.


                              Low($)      High ($)
                              ------      --------
2000
----
First Quarter                  1.22        21.25
Second Quarter                 8.13        14.75
Third Quarter                  7.75        13.25
Fourth Quarter                 1.88        11.56

2001
----
First Quarter                   .72         5.19
Second Quarter                  .20         1.84
Third Quarter                   .27          .75
Fourth Quarter                  .27         1.35

2002
----
First Quarter                   .17          .49
Second Quarter                  .14          .53
Third Quarter                   .075         .21
Fourth Quarter                  .05          .14

2003
----
First Quarter                   .05          .10


HOLDERS

As of December March 31, 2003 we had approximately 1,329 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. The transfer agent of our common stock is
Signature Stock Transfer Inc., One Preston Park, 2301 Ohio Dr., Suite 100 Plano,
TX 75093.

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.


                                       11




ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS.

Year 2002 Overview

Management entered the 2002 fiscal year with the primary objective of properly
Capitalizing the Company to sustain current operations and finance the
anticipated future growth. With a pending class action law suit and an
overhanging Securities & Exchange Commission inquiry (See Item 3, legal
proceedings), management found it's fund raising options severely limited. In
late September however, the Company was able to secure one million
($1,000,000)in capital funding in the form of a secured convertible debenture
(See note 9 to the financial statements). Despite the nine month process to
obtain funding, the Company made significant progress on many fronts including a
new product launch from extensive research and development efforts and the
transition of its customer base away from individual consumers to dealers and
larger retailers. In addition, having access to accounts receivable factoring
and capital funding allowed the Company to finish the year with two strong
revenue quarters. Also, the Company was successful in liquidating a large
portion of its domestically manufactured inventory and began receiving shipments
of its security products and components from its overseas supplier. Listed below
are some additional highlights from 2002:

August 2002

The SecureView DC rear vision camera systems are launched to the transportation
industry.

October 2002

The Company launches new and improved website to build internet sales base and
our CEO presents the Company on ceocast.com.

November 2002

SecureView, "camera in a light bulb", debuts with direct television retailer,
Home Shopping Network.

December 2002

Initial orders were delivered to BJ's Wholesale Club Inc. and Grupo Sanborn's
Inc. of Mexico.

The Company replaced original licensing agreement with Wire 21, Inc., now
Satius, Inc., to include exclusive worldwide rights for the use of the patented
IRFS technology to transmit audio, video, voice and data via AC or DC current
and any power grid.

The Company executed an exclusive master distributorship agreement with the
Tyman Group, Inc. for the waste management transportation channel of
distribution for its DC rear vision systems.

The Joint Motion for Preliminary Approval of Settlement for the class action
lawsuit was filed and approved in United States District Court of Florida.

The Company acquires all of the SeaView and SecureView intellectual properties
from the estate of R. L. McBride.

Results of Operations

DISCUSSION OF TWELVE MONTHS ENDED DECEMBER 31, 2002 COMPARED WITH THE TWELVE
MONTHS ENDED DECEMBER 31, 2001.

NET REVENUE. Net revenue decreased 4% from $732,400 for the year ended December
31, 2001 to $704,600 for the year ended December 31, 2002. Marine product
segment sales were $273,400 or 39% of total revenues for the year ended December
31, 2002, compared to $412,800 or 56% of total revenues for the year ended
December 31, 2001. Overall, marine product sales decreased 34% from $412,800 for
the year ended December 31, 2001 to $273,400 for the year ended December 31,
2002. The sluggish economy adversely affected our sales volumes and pricing in
the marine products segment, as well as our decision to reduce our advertising
and attendance at marine trade shows to conserve our financial resources.
Security products segment sales were $431,200 or 61% of total revenues for the
year ended December 31, 2002, compared to $319,500 or 44%. Overall, security
product segment sales increased 35% from $319,500 for the year ended December
31, 2001 to $431,200 for the year ended December 31, 2002. The growth in the
security products segment is attributed to the Company's success in
transitioning its customer base away from direct to consumer sales and into
catalog and mass retailer customers.

COST OF GOODS SOLD. Cost of goods sold increased 26% from $378,300 for the year
ended December 31, 2001 to $478,300 for the year ended December 31, 2002. As a
percentage of net revenue, cost of goods sold increased to 68% for the year
ended December 31, 2002 from 52% in the prior year. Cost of goods sold for the
marine products segment decreased $3,400, or 2%, from $181,600 during the year
ended December 31, 2001 to $178,200 during the year ended December 31, 2002. As
a percentage of revenue, cost of goods sold for the marine products segment
increased from 44% for the year ended December 31, 2001 to 65% for the year
ended December 31, 2002. Cost of goods sold for the security products segment
increased $103,400 or 53% from $196,700 for the year ended December 31, 2001, to
$300,100 for the year ended December 31, 2002. As a percentage of net revenue,
cost of goods sold for the security products segment increased from 62% for the
year ended December 31, 2001 to 70% for the year ended December 31, 2002.


                                       12



The overall increase in the cost of goods sold as a percentage of net revenue
for the security products was due primarily to management's decision to adjust
pricing to reflect the cost structure of our overseas suppliers, which is
significantly lower than the domestic manufactured version. The Company's
security products compete against low end wireless security systems, regardless
of their performance inferiority. There is severe price pressure to meet desired
price points in the consumer retail space.. The Company expects cost of goods
sold to level out over the next 18 months, but additional cost savings may have
to be passed on to the consumer. The same pressure was felt in the marine
products segment as the Company was very aggressive in pricing its "Sealite"
product for entry into Walmart. The Company expects to regain the margins lost
in the marine products segment as the aggressively priced products are moved
overseas for manufacturing.

COST OF GOODS SOLD (INVENTORY WRITE-DOWN). For the year ended December 31, 2002,
the Company recorded an inventory write-down in the amount of
$227,532, to lower of cost or market. The write-down was exclusively related the
security products segment inventory. The effect on the cost of goods sold for
the security product segment for the year ended December 31, 2002, after
accounting for the one time write-down, results in revised amount of $527,700 or
(+22%), compared to 70% before the adjustment. (See cost of goods sold.) The
arrangements that the Company has made to manufacture its products overseas has
resulted in a significant reduction in total product costs as compared to the
domestic product costs for inventory that was purchased in the previous 24
months. During the year ended December 31, 2002 management revised the
pricing for the Company's security products based on the new cost structure in
an attempt to meet targeted price points as requested by consumer retail
buyers. Management determined that the write-down was necessary as the current
inventory values would never be realized in the new pricing environment. The
inventory is not obsolete, and at year end 2002, a significant portion had been
liquidated. The Company expects products manufactured overseas to begin arriving
late in the first quarter of 2003.


GROSS PROFIT MARGIN. Gross profits on sales for the year ended December 31, 2002
amounted to $226,300, or 32% of total sales, compared to $354,100, or 48% of
total sales, for the year ended December 31, 2001. The marine products segment
contributed $95,251 and $231,236 to the total gross profit for the years ended
December 31, 2002 and 2001, respectively. The security products segment
contributed $131,100 (before inventory write down)and $122,800 to the total
gross profit for the years ended December 31, 2002 and 2001,respectively. The
gross profit percentage for the marine products segment decreased from 56% for
the year ended December 31, 2001 to 35% for the year ended December 31, 2002.
The overall decrease in the gross margin as a percentage of net revenue for the
security products was due primarily to management's decision to adjust pricing
to reflect the cost structure of our overseas suppliers, which is significantly
lower than the domestic manufactured version. The Company's security products
compete against low end wireless security systems, regardless of their
performance inferiority. There is severe price pressure to meet desired price
points in the consumer retail space.. The Company expects the gross margin to
level out over the next 18 months, but additional cost savings may have to be
passed on to the consumer. The same pressure was felt in the marine products
segment as the Company was very aggressive in pricing its "Sealite" product for
entry into Walmart. The Company expects to regain the margins lost in the marine
products segment as the aggressively priced products are moved overseas for
manufacturing.

SALARIES AND WAGES. Salaries and Wages increased 64% from $808,700 for the year
ended December 31, 2001 to $1,323,900 for the year ended December 31, 2002. In
addition, non-cash stock-based compensation comprised $710,800, or 54%, of 2002
compensation expense compared to $368,000, or 45%, of 2001 compensation expense.
Salary and Wages comprises employee wages and stock compensations and temporary
labor. The increase was due solely to non-cash stock-based compensation to
employees and officers as compensation in lieu of salary. (Also see Item 10 -
Executive (compensation).

ADVERTISING AND PROMOTIONS. Advertising and promotions increased by 1% from
$199,500 during the year ended December 31, 2001 to $201,900 for the year ended
December 31, 2002. The slight change was not attributable to any particular
circumstances. The Company continued to maintain a very limited advertsing
program due to the lack of liquidity through out most of fiscal year 2002.
This amount also includes portions of postage, printing, and travel that are
attributable to advertising and promotions. Advertising and promotion are
important costs to our operations. These expenses are expected to significantly
increase in future periods for the increased emphasis on our security products
segment.

PROVISION FOR DOUBTFUL ACCOUNTS. The 2002 provision for doubtful accounts of
$21,500 decreased $32,900 over provisions in 2001. The decrease relates to an
improvement in the Company's procedures in managing its accounts receivable and
collections, as well as an overall improvement in the credit quality of the
Company's customer base.


                                       13



DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization increased
by $44,300, or 10%, for the year ended December 31, 2002 to $478,800 compared to
$434,400 for the year ended December 31, 2001. On February 14, 2001, we entered
into a Licensing Agreement with our former Chairman, Richard McBride that
provided for a license to exploit certain patented technologies owned by McBride
that are associated with technologies under development in connection with our
security products segment. We exchanged 1,000,000 shares of restricted common
stock having a value of $2,130,000 for the license and related consulting
services. The shares were based upon quoted market prices on the date of the
Agreement. The total value of the arrangement was allocated between the
consulting and license in the amounts of $2,066,100 and $63,900, respectively,
based upon the relative fair values of the consulting services and license. The
licensing rights are being amortized over their estimated useful lives of five
years. Annualized amortization of the license rights is approximately $413,000.
The primary reason for the increase is that on December 12, 2002, the Company
entered into a Patent Assignment Agreement (the "2002 Agreement") with the
McBride Estate that provided for release of the Estate's obligations under the
2001 agreement in return for termination of the license and assignment of the
patents licensed in the 2001 agreement. In consideration of this assignment, the
Company exchanged $93,856 in receivables from the Estate and 100,000 shares of
restricted common stock having a value of $9,000, based upon quoted market
prices on the date of the 2002 Agreement. The total value of the arrangement and
the value of the licensing rights were allocated to patent costs and are being
amortized over the remaining useful life assigned to these intangible assets of
5 years.

RESEARCH AND DEVELOPMENT. Research and development expense decreased 693% from
$506,500 for the year ended December 31, 2001 to $154,000 for the year ended
December 31, 2002. In addition, non-cash stock-based research and development,
principally in the form of consulting services, comprised $85,400, or 36%, of
total 2002 expense, compared to $414,600, or 81%, of total 2001 expense.
Research and development costs consist of all expenditures related to the
improvement and development of its current product line, new product
development, and royalties associated with licensed technology. Substantially
all of our research and development costs and efforts are dedicated to the
development of our security products segment. The cost of our research and
development activities is borne directly by the Company; no amounts are borne by
our customers. The decrease is directly related to limited financial resources.
In addition, the DC RearVison PLC video system product was launched more quickly
and at less cost than the Company originally anticipated.

RENT AND UTILITIES. Rent and utilities decreased by $14,000, to $81,300 for the
year ended December 31, 2002, from $95,300 for the year ended December 31, 2001.
Rent and utilities includes office rent, storage, telephone, and utilities. The
decrease was directly related to the Company's move to smaller and less expense
office space. The Company moved to the new space on June 30, 2002.

PROFESSIONAL FEES. Professional and consulting fees increased 20% from $651,800
for the year ended December 31, 2001 to $787,400 for the year ended December 31,
2002. Professional and consulting fees include fees paid to attorneys,
accountants, and consultants. The increase was due primarily to an increase in
legal expenses related to our defense of litigation and regulatory matters, and
accounting and consulting fees associated with the securing of funding (See note
9 to the financial statements)

OTHER EXPENSES. Other expenses increased by $125,900, or 30% to $550,600 for the
year ended December 31, 2002 compared to $424,700 for the year ending December
31, 2001. The category other expenses include: travel, shipping, supplies,
property taxes, insurance, bank charges, and various other expenses that are
classified as miscellaneous. The increase was due primarily increased travel as
the Company began meeting with catalogers, retailers, dealers in various parts
of the country; as well as overseas travel to solidify the Company's overseas
production arrangements.

LITIGATION SETTLEMENT. The Company recorded a charge of $300,000 for the year
ended December 31, 2002 to account for the common stock to be issued under the
settlement of a class action lawsuit. The proposed settlement stipulates that
the Company will tender 6,000,000 shares of our free trading stock to the class
participants. The Company originally used the closing market price of $.20 per
share on June 28, 2002,(the date when the impending settlement was determined to
be probable), the last trading day of the 2nd quarter, to value the recording of
the expense. This amount was be adjusted to the actual trading price ($.05 per
share of our shares on December 17, 2002, the date the settlements was approved
by the court. This change in estimated resulted in a decrease in the litigation
settlement expense of $900,000 in the fourth quarter of 2002.

INCOME TAXES. We have discontinued the recognition of income tax benefits in
2002 and 2001 due to cumulative net losses in recent years, which render
the realization of those assets uncertain. Valuation allowances of $923,000 and
$1,624,000 were recorded during the years ended December 31, 2002 and 2001,
respectively. Net operating losses of $9,400,000 are available to carry forward
and offset income tax liabilities, if any, in future periods through 2002.

         As a result of the aforementioned operating activities, we reported a
net loss of $4,285,000, or $0.13 per common share, compared to $2,829,000, or
$0.13 per common share.



                                       14




Liquidity and Capital Resources

During fiscal year ending December 31, 2002 the Company funded its losses from
operations through four different sources:

1. On April 10, 2001, the Board of Directors approved the offering of shares of
the Company's restricted common stock for sale through a private equity
placement, exempt from registration under Section 4(2) of the Securities Act of
1933, and Rule 506 of Regulation D, thereof. The placement was open to select
officers, employees, and representatives of the Company. On October 10, 2001,
the Board of Directors resolved to expand the private equity placement to
include accredited investors desiring to purchase shares of the Company's
restricted common stock. During the fiscal year 2002 the Company raised $338,500
in capital through its private equity placement offering. It has not raised any
additional capial through private equity placement in fiscal year 2003.


2. On September 21, 2002 the Company received its intial funding in the form
of a one million($1,000,000)convertible debenture. During the fiscal year ended
2002, the Company received proceeds of $621,012 relating to this debenture. The
remaining balance was due to the Company upon the completion of an
SB-2 securities registration statement with the Securities & Exchange
Commission.  The registration became effective on February 6, 2003 and
the Company has since received the remainder of its funding relating to this
transaction. (See note 9 to the financial statements.)

3. In September of 2002, the Company engaged a regional financial services
firm to factor its accounts receivable.  The Company factored various invoices
throughout the 4th quarter and had received proceeds of $69,000 during the at
fiscal year ended 2002.

4. The Company's operating liabilities increased in the amount of $978,000.
Accounts payable (trade) increased $351,100 and accrued liabilities increased
$626,900. Working capital was also provided through the liquidation raw
materials and finished goods inventory, decreasing by $277,600 during the
fiscal year ended 2002.

During fiscal year ending December 31, 2002 the Company's primary uses of cash
were to fund general operations and fund accounts receivable, which increased
$129,250.

The Company currently has no material commitments for capital expenditures.
However, there are two areas where the management expects significant resources
may be required:

        (i) Because the Company contracts its manufacturing with third parties,
            and its selling efforts are focused on large retailers, original
            equipment manufacturers, and aftermarket distributors; it is
            expected that additional working capital will be needed to finance
            the manufacturing of large customer purchase orders, when received.
            As mentioned in the overview above, the Company is currently
            negotiating an agreement with an overseas supplier, that if
            executed, would provide the means for the Company to ensure a steady
            flow of product to its customers at levels well above previous
            fiscal years.

       (ii) As previously referenced in Item 1, Security Products Segment,
            "Sources and Availability, two integrated circuit semiconductor
            parts used in the manufacture of our security products were
            discontinued in late 2001. Management has subsequently learned that
            the assets for fabricating these semiconductor parts have been
            purchased by a third party from the original manufacturer, and these
            parts will again be available at a future date. Although this
            eliminates the need for the Company to engage in any further
            research and development to replace these parts, the timeline as to
            their future availability and pricing is unknown at this time. The
            Company currently owns in inventory, or can access through third
            party distributors, an adequate supply of these parts to meet
            production needs for the entire 2003 fiscal year and the first two
            quarters of 2004 based on management's forecast.

During 2001 and 2002, the new management team was forced to address a non-public
SEC inquiry (see Part I, Item 1, "Significant Events") and a class action
lawsuit (see Part I, Item 3, "Legal Proceedings") which stemmed from prior-year
activities. Management determined that its resources were best used in resolving
these issues, prior to seeking long-term financing to execute its new business
plan. The private equity placement, as outlined above, was initiated to generate
the working capital needed to finance the Company's operations while these
matters were being resolved, and devoting a portion of that capital to
completing new-product projects in various stages of development. Although the
Company was able to secure financing in late 2002 as outlined above, its does
not believe that the amount of capital raised will be sufficient to execute its
projected business plan without additional funding in the future. The timing and
amount of any future funding will be influenced by many factors, including but
not limited to, the rate at which forecasted revenues are generated and the
credit facility in place to finance them. Management believes, because of the
proprietary nature of its technology, and the merits of its proposed business
strategy, that the Company will be able to obtain the additional long term
financing to fund operations through fiscal year 2003.



                                       15




The Company's 2002 financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has incurred
operating losses in recent years and has a significant net working capital
deficiency at December 31, 2002. The Company's losses have arisen as a result of
weak Marine Product Segment sales, driven largely by the economic downturn in
the marine industry. In addition, the Company has devoted significant efforts in
the further development and marketing of products in its Security Products
Segment. The Company's ability to continue as a going concern is dependent upon
raising additional capital to fund operations and the further development of the
Security Products Segment products and, ultimately achieve profitable
operations. Management has raised $379,000 in additional capital since December
31, 2002 and is currently addressing several additional financing sources.
However, there can be no assurances that additional financing can be obtained on
conditions considered by management to be reasonable and appropriate. The
financial statements do not include any adjustments that might arise as a result
of this uncertainty.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. We evaluate our estimates and judgments on an
on-going basis. We base our estimates on historical experience and on
assumptions that we believe to be reasonable under the circumstances. Our
experience and assumptions form the basis for our judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may vary from what we anticipate and different
assumptions or estimates about the future could change our reported results. We
believe the following accounting policies are the most critical to us, in that
they are important to the portrayal of our financial statements and they require
our most difficult, subjective or complex judgments in the preparation of our
financial statements:

Revenue Recognition: The Company recognizes revenue for its products in
accordance with SFAS No. 101, Revenue Recognition in Financial Statements. Under
these guidelines, the Company defers revenue recognition on transactions if any
of the following exist: persuasive evidence of an arrangement does not exist,
title has not transferred, product payment is contingent upon performance of
installation or service obligations, the price is not fixed or determinable, or
payment is not reasonably assured. The Company accrues a provision for estimated
returns concurrent with revenue recognition.

Inventory Reserves: The Company values inventories at the lower of cost or
market. Under certain market conditions, estimates and judgments regarding the
valuation of inventory are employed by management to value inventory properly.

Employee stock-based compensation: The Company accounts for compensation costs
associated with stock options issued to employees under the provisions of
Accounting Principles Board Opinion No. 25 ("APB 25") whereby compensation is
recognized to the extent the market price of the underlying stock at the date of
grant exceeds the exercise price of the option granted. Stock-based compensation
to non-employees is accounted for using the fair-value based method prescribed
by Financial Accounting Standard No. 123 ("FAS 123"). The fair-value based
method requires management to make estimates regarding the expected life of the
options and warrants.

Impairment of Long-Lived Assets: In assessing the recoverability of the
Company's long-lived assets, the Company must make assumptions regarding
estimated future cash flows and other factors to determine the fair value of the
respective assets. If these estimates or their related assumptions change in the
future, the Company may be required to record impairment charges for these
assets.

                                       16




Recent Accounting Pronouncements

FASB Statement No. 148 Accounting for Stock-Based Compensation-Transition and
Disclosure (Statement 148)

During December 2002, the Financial Accounting Standards Board (FASB) issued
Statement 148. Statement 148 establishes standards for two alternative methods
of transition to the fair value method of accounting for stock-based employee
compensation of FASB Statement 123 Accounting for Stock-Based Compensation
(Statement 123). Statement 148 also amends and augments the disclosure
provisions of Statement 123 and Accounting Principles Board Opinion 28 Interim
Financial Reporting to require disclosure in the summary of significant
accounting policies for all companies of the effects of an entity's accounting
policy with respect to stock-based employee compensation on reported net income
and earnings per share in annual and interim financial statements. The
transitions standards and disclosure requirements of Statement 148 are effective
for fiscal years and interim periods ending after December 15, 2002.

The Company does not currently plan to transition to the fair value approach in
Statement 123 and required disclosures regarding stock-based employee
compensation have been included herein as a result of the adoption of this
standard.

FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
uarantees, Including Indirect Guarantees of Indebtedness of Others
(Interpretation 45)

During November 2002, the FASB issued Interpretation 45. Under Interpretation 45
guarantees, contracts and indemnification agreements are required to be
initially recorded at fair value. Current practice provides for the recognition
of a liability only when a loss is probable and reasonably estimable, as those
terms are defined under FASB Statement 5 Accounting for Contingencies. In
addition Interpretation 45, requires significant new disclosures for all
guarantees even if the likelihood of the guarantor's having to make payments
under the guarantee is remote. The disclosure requirements are effective for
financial statements of interim and annual periods ending after December 15,
2002. The initial recognition and measurement provisions of Interpretation 45
are applicable on a prospective basis to guarantees, contracts or
indemnification agreements issued or modified after December 31, 2002.

The Company currently has no guarantees, contracts or indemnification agreements
that would require fair value treatment under the new standard. The Company's
current policy is to disclose all material guarantees and contingent
arrangements, similar to the disclosure requirements of Interpretation 45, which
provide for disclosure of the approximate term, nature of guarantee, maximum
potential amount of exposure, and the nature of recourse provisions and
collateral.

                                       17




FASB Statement No.146 Accounting for Costs Associated with Exit or Disposal
Activities (Statement 146)

During July 2002, the FASB issued Statement 146. Statement 146 addresses
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3 Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). Statement 146 requires
the recognition of a liability for costs associated with exit or disposal
activities when the liability is actually incurred. Under EITF 94-3, such costs
were generally recognized in the period in which an entity committed to and exit
plan or plan of disposal. While both standards covered costs associated with
one-time termination benefits (e.g. severance pay or stay-bonus arrangements),
Statement 146 provides standards that provide for the timing of recognition of
these types of benefits. Statement 146 is effective for exit or disposal
activities initiated after December 31, 2002.

Management's plans with respect to the continuation of the Company are described
above. While there are currently no specific plans to exit activities as part of
these plans, any such activity would require the application of Statement 146.

FASB Statement 145 Rescission of FASB Statements No. 4, 44 and 64, Amendment of
ASB Statement No. 13 and Technical Corrections (Statement 145)

During April 2002, the FASB issued Statement 145. Statement 145 rescinds FASB
Statement No. 4, Reporting Gains and Losses from Extinguishments of Debt, which
required all gains and losses from extinguishments of debt to be aggregated and,
if material, classified as an extraordinary item, net of related income tax
effect. As a result of the rescission of Statement No. 4, the classification of
gain and losses arising from debt extinguishments requires consideration of the
criteria for extraordinary accounting treatment provided in Accounting
Principles Board Opinion No. 30 Reporting the Results of Operations. In the
absence of Statement No. 4, debt extinguishments that are not unusual in nature
and infrequent in occurrence would be treated as a component of net income or
loss from continuing operations. Statement 145 is effective for financial
statements issued for fiscal years beginning after May 15, 2002. Adoption of
this standard is not anticipated to have a significant effect on the Company's
results of operations in the future.

                                       18





ITEM 7.  FINANCIAL STATEMENTS.



                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          INDEX TO FINANCIAL STATEMENTS

Financial statements and footnotes:

Report of Aidman, Piser & Company, P.A...................................F-2

Balance sheet as of December 31, 2002........................................F-3

Statements of operations, years ended December 31, 2002 and 2001.............F-4

Statements of stockholders' equity, years ended December 31,
   2002 and 2001 ............................................................F-5

Statements of cash flows, years ended December 31, 2002 and 2001.............F-7

Notes to financial statements.........................................F-9 - F-28


                                       F-1




                          Independent Auditors' Report


The Board of Directors
SeaView Video Technology, Inc.

We have audited the accompanying balance sheet of SeaView Video Technology, Inc.
as of December 31, 2002, and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 2002 and 2001. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide 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, 2002 and the results of its operations and its cash flows for the
years ended December 31, 2002 and 2001 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Company has incurred
recurring losses and has a working capital deficiency. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                              /s/ Aidman, Piser & Company, P.A.

Tampa, Florida
March 21, 2003

                                      F-2




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

Current assets:
   Cash                                                             $      5,364
   Accounts receivable, net                                              139,282
   Accounts receivable, officer                                           30,000
   Inventories                                                           237,526
   Prepaid expenses                                                       29,457
   Deferred finance costs                                                 61,889
                                                                      -----------
     Total current assets                                                503,518

Intangible assets, net                                                 1,396,218
Property and equipment, net                                              267,559
                                                                      -----------
     Total assets                                                   $  2,167,295
                                                                      ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                 $    887,353
   Accrued expenses                                                      401,073
   Due to related parties                                                 98,655
   Notes payable, related parties                                         30,000
   Convertible debentures                                                194,444
   Deferred revenue                                                       47,407
   Litigation settlement                                                 300,000
                                                                      -----------
     Total current liabilities                                         1,958,932
                                                                      -----------
Commitments and contingencies (Note 13)                                       -

Stockholders' equity:
   Common stock, $.001 par value, authorized 100,000,000
     shares; 37,739,685 shares issued 37,386,110 shares
     outstanding                                                          37,740
   Additional paid-in capital                                         11,364,844
   Treasury stock, at cost, 353,575 shares                              (277,757)
   Unearned restricted stock compensation                               (146,659)
   Accumulated deficit                                               (10,769,805)
                                                                      -----------
     Total stockholders' equity                                          208,363
                                                                      -----------
                  Total liabilities and stockholders' equity        $  2,167,295
                                                                      ===========

                       See notes to financial statements.

                                      F-2




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                    2002         2001
                                                ------------  ------------
Net revenue                                     $    704,641  $    732,401
Cost of goods sold                                  (478,312)     (378,332)
Loss from write-down of inventory                   (227,532)           -
                                                ------------  ------------
            Gross profit (loss)                       (1,203)      354,069
                                                ------------  ------------
Operating expenses:
   Salaries and wages                              1,323,872       808,699
   Professional and consulting fees                  787,398       651,749
   Depreciation and amortization                     478,751       434,417
   Research and development                          154,099       506,468
   Advertising and promotions                        201,889       199,484
   Rent and utilities                                 81,279        95,318
   Provision for doubtful accounts                    21,500        54,443
   Other expenses                                    550,600       424,709
   Litigation settlement                             300,000            -
                                                ------------  ------------
     Total operating expenses                      3,899,388     3,175,287
                                                ------------  ------------
Loss from operations                              (3,900,591)   (2,821,218)

Other income (expense):
   Interest expense, net of interest income
      of $5,010                                     (384,925)           -
   Equity in loss of affiliate                            -         (8,618)
                                                ------------  ------------
Loss before income taxes                          (4,285,516)   (2,829,836)

Income tax (expense) benefit                              -             -
                                                ------------  ------------
Net loss                                       ($  4,285,516)($  2,829,836)
                                                ============  ============
Net loss per common share                       $       (.13) $       (.13)

Weighted average common shares outstanding, basic
   and diluted                                    33,917,115    21,193,616



                       See notes to financial statements.

                                      F-3




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                       STATEMENT OF STOCKHOLDERS' EQUITY
                          YEAR ENDED DECEMBER 31, 2001

                                                                                       Unearned
                                                              Common      Additional  Restricted
                                       Common      Stock      Paid-In     Treasury      Stock      Accumulated
                                        Stock    ($.001 par)  Capital      Stock     Compensation   Deficit    Total
                                     ----------- ----------- ----------- ----------- -----------  ----------- -----------
Balances, January 1, 2001 (Restated)  17,132,684    $ 17,133  $4,719,733 $        -  $   (40,974) $(3,654,453)$ 1,041,439

Net loss                                      -           -           -           -           -    (2,829,836) (2,829,836)

Conversion of subordinated
  debentures                             200,000         200      99,800          -           -            -      100,000

Treasury stock acquired for
  repayment of stockholder note               -           -           -     (277,757)         -            -     (277,757)

Issuance of stock to employees           765,000         765     367,785          -           -            -      368,550

Issuance of stock for services           676,500         677     799,378          -     (427,985)          -      372,070

Issuance of stock for licensing rights   997,000         997   2,065,103          -           -            -    2,066,100

Private placement of common stock      8,937,000       8,937     966,763          -           -            -      975,700

Stock contribution, repayment and
  retirement by stockholder             (136,375)       (137)        137          -           -            -           -

Amortization of unearned restricted
  stock compensation                          -           -           -           -      338,457           -     338,457
                                     ----------- ----------- ----------- ----------- -----------  ----------- -----------

Balances, December 31, 2001           28,571,809 $    28,572 $ 9,018,699 $  (277,757)$  (130,502) $(6,484,289)$ 2,154,723
                                     =========== =========== =========== =========== ===========  =========== ============


                       See notes to financial statements.

                                      F-4




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                       STATEMENT OF STOCKHOLDERS' EQUITY
                          YEAR ENDED DECEMBER 31, 2002
                                                                                                                                                                                                                       Unearned
                                                              Common      Additional  Restricted
                                       Common      Stock      Paid-In     Treasury      Stock      Accumulated
                                        Stock    ($.001 par)  Capital      Stock     Compensation   Deficit    Total
                                     ----------- ----------- ----------- ----------- -----------  ----------- -----------
Balances, January 1, 2002             28,571,809 $    28,572 $ 9,018,699 $  (277,757)$  (130,502) $(6,484,289)$ 2,154,723

Net loss                                      -           -           -           -           -    (5,149,343) (5,149,343)

Conversion of subordinated
  debentures                            301,595         302       96,208          -           -            -       96,510

Issuance of stock for liabilities       888,137         888      169,144          -           -            -      170,032

Issuance of stock to employees
  and directors                       2,853,300       2,854      707,903          -           -            -      710,757

Issuance of stock for services        1,758,261       1,758      367,114          -     (238,387)          -      130,485

Issuance of stock in connection with
  patent assignment                     100,000         100        8,900          -           -            -        9,000

Issuance of stock for financing fees    378,000         378       48,762          -           -            -       49,140

Sales of common stock                 2,888,583       2,888      335,612          -           -            -      338,500

Warrants issued in connection with debt      -           -       102,318          -           -            -      102,318

Beneficial conversion feature                -           -       510,184          -           -            -      510,184

Amortization of unearned restricted
  stock compensation                         -           -            -           -      222,230           -      222,230
                                     ----------- ----------- ----------- ----------- -----------  ----------- -----------

Balances, December 31, 2002           37,739,685 $    37,740 $11,364,844 $  (277,757)$  (146,659)$(11,633,632)$  (655,464)
                                     =========== =========== =========== =========== ===========  =========== ===========


                       See notes to financial statements.

                                      F-5




                          SEAVIEW VIDEO TECHNOLOGY, INC
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                              2002            2001
Cash flows from operating activities:                       ------------    -------------
   Net loss                                                 ($4,285,516)     ($2,829,836)
   Adjustments to reconcile net loss to net cash flows
     from operating activities:
       Litigation settlement payable in common stock          3,000,000               -
       Stock based compensation                                 841,242          368,550
       Amortization of intangible assets                        411,175          361,568
       Loss from write-down of inventory                        227,532               -
       Amortization of unearned stock compensation              222,230          338,457
       Accretion of debt discount                               194,444               -
       Depreciation                                              67,576           72,849
       Loss on disposal of property and equipment                25,514            6,420
       Amortization of deferred finance cost                     26,111               -
       Equity in loss of affiliate                                   -             8,618
       Changes in operating assets and liabilities:
         Accounts receivable                                   (129,268)         (63,221)
         Inventories                                            277,632         (453,634)
         Employee receivables                                        -            10,000
         Prepaid assets                                          51,340           24,203
         Accounts payable                                       351,081          421,353
         Accrued expenses                                       322,429          131,507
         Deferred revenue                                          (819)          48,226
                                                            ------------    -------------
Net cash flows from operating activities                     (1,097,297)      (1,182,870)
                                                            ------------    -------------
Cash flows from investing activities:
   Additions to property and equipment                           (6,084)              -
   Proceeds from disposal of property and equipment              25,000           50,000
   Advance to related party                                          -           (93,861)
                                                            ------------    -------------
Net cash flows from investing activities                         18,916          (43,861)

Cash flows from financing activities:
   Proceeds from sales of common stock                          338,500          975,700
   Proceeds from officer advances                                20,000          215,000
   Proceeds from factoring receivables                           69,000               -
   Proceeds from notes payable                                   30,000               -
   Proceeds from convertible debentures                         621,012               -
                                                            ------------    -------------
Net cash flows from financing activities                      1,078,512        1,190,700
                                                            ------------    -------------
Net change in cash and cash equivalents                             131          (36,031)
Cash and cash equivalents at beginning of year                    5,233           41,264
                                                            ------------    -------------
Cash and cash equivalents at end of year                    $     5,364     $      5,233
                                                            ============    =============


                       See notes to financial statements.

                                      F-6




                          SEAVIEW VIDEO TECHNOLOGY, INC
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                                                                  2002           2001
                                                            ------------    -------------
                   NONCASH INVESTING AND FINANCING ACTIVITIES

Issuance of common stock for liabilities and fees           $    219,172    $          -
                                                            ============    =============
Conversion of convertible debentures to common stock        $     96,510    $     100,000
                                                            ============    =============
Release of related party receivable in connection with
   patent assignment                                        $     93,861    $          -
                                                            ============    =============
Issuance of stock in connection with patent assignment      $      9,000    $          -
                                                            ============    =============
Deferred finance costs funded through proceeds from
   convertible debentures                                   $     88,000    $          -
                                                            ============    =============

Issuance of stock for licensing rights                      $         -     $   2,066,100
                                                            ============    =============
Exchange of treasury stock for note receivable, officer     $         -     $     277,757
                                                            ============    =============
                          OTHER CASH FLOWS INFORMATION

Cash paid for taxes                                         $         -     $          -
                                                            ============    =============
Cash paid for interest                                      $     15,391    $          -
                                                            ============    =============


                       See notes to financial statements.

                                      F-7




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


1.   Business and organization:

     SeaView Video Technology, Inc.("SeaView" or the "Company"), a Utah
     Corporation, is engaged through its Marine Products Segment in the
     marketing and sales of underwater video cameras, lighting and accessories
     principally to retail sporting goods businesses throughout the United
     States. The Company is also engaged through its Security Products Segment
     in the development, marketing and sales of proprietary video security
     network devices and consumer electronic products, that utilize patented
     technologies, licensed by the Company, to retailers, commercial businesses
     and original equipment manufacturers, throughout the United States.

2.   Basis of presentation and significant accounting policies:

     Basis of Presentation:

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. However, the Company has incurred
     operating losses of $4,285,516 and $2,829,836 during the years ended
     December 31, 2002 and 2001, respectively. In addition, during those same
     years, the Company has used cash of $1,097,297 and $1,182,870 in its
     operating activities and has a net working capital deficiency of $2,462,450
     at December 31, 2002. These conditions raise substantial doubt about the
     Company's ability to continue as a going concern. The Company's losses have
     arisen as a result of weak Marine Product Segment sales, driven largely by
     the economic downturn in the marine industry. In addition, the Company has
     devoted significant efforts in the further development and marketing of
     products in its Security Products Segment, which, while now showing
     improved revenues cannot yet be classified as sufficient to fund operations
     for any period of time.


     The Company's ability to continue as a going concern is dependent upon (i)
     raising additional capital to fund operations (ii) the further development
     of the Security Products Segment products and (iii) ultimately the
     achievement of profitable operations. During the year ended December 31,
     2002, the Company raised $1,078,512 from financing activities, consisting
     mainly of sales of common stock and the issuance of convertible debt
     securities. In addition, subsequent to December 31, 2002, the Company
     raised an additional $350,000 from the sale of convertible debt securities.
     Management is currently addressing several additional financing sources to
     fund operations until profitability can be achieved. However, there can be
     no assurance that additional financing can be obtained on conditions
     considered by management to be reasonable and appropriate, if at all. The
     financial statements do not include any adjustments that might arise as a
     result of this uncertainty.

                                      F-8




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


2.   Basis of presentation and significant accounting policies (continued):

     Significant Accounting Policies:

     Revenue recognition:

     Revenue is recognized when the earnings process is complete and the risks
     and rewards of ownership of the product, including title, have been
     transferred to the customer, which is generally considered to have occurred
     upon delivery of the product to the customer's premises. Shipping costs,
     which have been nominal, are billed to the customer and are included as
     a component of cost of goods sold. Returns are provided for as reductions
     of revenue recorded based upon the Company's historical return experience.
     Deferred revenue represents sales transactions where all of the conditions
     necessary for revenue recognition have not been met.

     Cash and cash equivalents:

     The Company considers all highly liquid instruments with original
     maturities of three months or less to be cash equivalents for financial
     statement purposes.

     Investments

     Investments in 20%--50% owned affiliates are accounted for on the equity
     method and, accordingly, the Company's proportionate share of the
     affiliate's losses are included in the Company's operations. At December
     31, 2001, recognition of affiliate losses was suspended  because the
     Company has no obligation to fund this minority-owned affiliate's
     operations and the basis in this investment had been reduced to zero.

     Accounts Receivable and Allowance for Doubtful Accounts:

     Accounts receivable are customer obligations due under normal trade terms
     for products sold to distributors and retail customers. The Company
     performs continuing credit evaluations of customers' financial condition,
     but does not require collateral.

     Management reviews accounts receivable on a monthly basis to determine if
     any receivables will potentially be uncollectible. Any accounts receivable
     balances that are determined to be uncollectible are written off to bad
     debt expense. The allowance for doubtful accounts contains a general
     accrual for remaining possible bad debts. The allowance for doubtful
     accounts at December 31, 2002 was $27,471. Based on the information
     available, management believes that the allowance for doubtful accounts as
     of December 31, 2002 is adequate. However, actual write-offs might exceed
     the recorded allowance.

                                      F-9





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


2.   Basis of presentation and significant accounting policies (continued):

     Inventories:

     Inventories consist principally of component parts 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. 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.

     Intangible assets:

     Intangible assets, consisting principally of patents, are stated at cost,
     and consist of purchased technology licenses and incremental costs to
     acquire patents on internally developed technologies (also see research and
     development, below). Amortization is calculated on the straight-line method
     over estimated useful lives of the technologies, not to exceed legal or
     contractual provisions. Currently the intangible assets are being amortized
     over estimated useful lives of five years.

     Impairment of long-lived assets:

     The Company reviews the carrying value of its long-lived assets whenever
     events or changes in circumstances indicate that the historical cost-
     carrying value of an asset may no longer be appropriate. The Company
     assesses recoverability of the carrying value of the asset by estimating
     the future net cash flows expected to result from the asset, including
     eventual disposition. If the estimated future net cash flows are less than
     the carrying value of the asset, an impairment loss is recorded equal to
     the difference between the asset's carrying value and its fair value.


                                      F-10





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



2.   Basis of presentation and significant accounting policies (continued):

     Financial instruments:

     Financial instruments consist of cash and cash equivalents, accounts
     receivable, accounts payable, notes payable and convertible debentures. As
     of December 31, 2002 and 2001, the fair values of these instruments, except
     as to the convertible debentures, approximated their respective carrying
     values. The carrying value of the Company's convertible debentures of
     $194,444 as of December 31, 2002 reflect substantial discounts associated
     with detachable warrants and beneficial conversion features, more fully
     discussed in Note 8. The fair value of the convertible debentures is
     estimated by management to be $700,000 (its face value) in consideration of
     the terms and interest rates applicable to the indebtedness.

     Concentrations:

     Accounts receivable are concentrated in the security products industry and
     credit losses have been within management's expectations. The Company's
     product assembly is dependent upon the operations of a primary labor
     supplier. At December 31, 2002, approximately $32,000 of the Company's
     inventory was held off-site at this location. If the Company should lose
     this 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.

     Stock based compensation:

     Compensation expense related to the grant of equity instruments and stock-
     based awards to employees are accounted for using the intrinsic method in
     accordance with Accounting Principles Board Opinion No. 25, Accounting for
     Stock Issued to Employees and related interpretations. Stock based
     compensation arrangements involving non-employees are accounted for using
     the fair value methodology under Financial Accounting Standards No. 123,
     Accounting for Stock-Based Compensation.

                                      F-11





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

2.   Basis of presentation and significant accounting policies (continued):

     Stock-based compensation (continued):

     The  Black-Scholes option pricing model was developed for use in estimating
     the fair value of traded options that have no vesting restrictions and are
     fully transferable. In addition, option valuation models require the input
     of highly subjective assumptions including the expected stock price
     volatility. Because the Company's employee stock options have
     characteristics significantly different from those of traded options, and
     because changes in the subjective input assumptions can materially affect
     the fair value estimate, in management's opinion, the existing models do
     not necessarily provide a reliable single measure of the fair value of its
     employee stock options.

     The Company accounts for unregistered common stock issued for services or
     asset acquisitions at the estimated fair value of the stock issued. Fair
     value is determined based substantially on the average cash price of recent
     sales of the Company's unregistered common stock.

     Differences between APB25 and the fair value method are as follows:

                                                                2002                2001
                                                          -----------------  ------------------
     Net loss, as reported                                ($     4,285,516)  ($      2,829,836)
                                                          =================  ==================
     Stock-based compensation, as reported                 $       931,258    $         783,197
                                                          =================  ==================
     Stock-based compensation under fair value method      $       931,258    $         783,197
                                                          =================  ==================
     Pro-forma net loss under fair value method           ($     4,285,516)  ($      2,829,836)
                                                          =================  ==================
     Net loss per share, as reported                      ($           .13)  ($            .13)
                                                          =================  ==================
     Pro forma net loss per share under fair value method ($           .13)  ($            .13)
                                                          =================  ==================

     Research and development:

     Expenditures related to the development of new products and processes,
     including significant improvements to existing products, are expensed as
     incurred.

     Advertising and promotions:

     Advertising is expensed as incurred. Costs associated with public displays,
     billboards and other advertising mediums that have an extended period of
     value to the Company are amortized over the term or duration of the related
     advertisement.

                                      F-12




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


2.   Basis of presentation and significant accounting policies (continued):

     Income taxes:

     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. A valuation allowance is established when it is more likely
     than not that some or all of the deferred tax assets will not be realized.

     Segment information:

     The Company accounts for its two reportable segments using the management
     approach, which focuses on disclosing financial information that the
     Company's management uses to make decisions about the Company's operating
     matters. The two reportable segments utilize the Company's operating assets
     equally. Therefore, information about assets and depreciation is excluded
     from the segment information used by management.

     Earnings per share:

     Net 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. See
     Note 16.

     Comprehensive income:

     Comprehensive income equals the Company's net income for all periods
     presented.

     Use of estimates:

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect certain reported
     amounts and disclosures. The most significant and critical estimates are
     management's estimate of sales returns, which are based upon historical
     return experience, and the carrying value of net deferred tax assets, which
     are fully reserved in light of cumulative recent losses. Actual results
     could ultimately differ from those estimates.


                                      F-13





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



2.   Basis of presentation and significant accounting policies (continued):

     Recent accounting pronouncements:

     FASB Statement No. 148 Accounting for Stock-Based Compensation-Transition
     and Disclosure (Statement 148)

     During December 2002, the Financial Accounting Standards Board (FASB)
     issued Statement 148. Statement 148 establishes standards for two
     alternative methods of transition to the fair value method of accounting
     for stock-based employee compensation of FASB Statement 123 Accounting for
     Stock-Based Compensation (Statement 123). Statement 148 also amends and
     augments the disclosure provisions of Statement 123 and Accounting
     Principles Board Opinion 28 Interim Financial Reporting to require
     disclosure in the summary of significant accounting policies for all
     companies of the effects of an entity's accounting policy with respect to
     stock-based employee compensation on reported net income and earnings per
     share in annual and interim financial statements. The transitions standards
     and disclosure requirements of Statement 148 are effective for fiscal years
     and interim periods ending after December 15, 2002.

     The Company does not currently plan to transition to the fair value
     approach in Statement 123 and required disclosures regarding stock-based
     employee compensation have been included herein as a result of the adoption
     of this standard.

                                      F-14





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



2.   Basis of presentation and significant accounting policies (continued):

     Recent accounting pronouncements (continued):

     FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements
     for Guarantees, Including Indirect Guarantees of Indebtedness of Others
     (Interpretation 45)

     During November 2002, the FASB issued Interpretation 45. Under
     Interpretation 45 guarantees, contracts and indemnification agreements are
     required to be initially recorded at fair value. Current practice provides
     for the recognition of a liability only when a loss is probable and
     reasonably estimable, as those terms are defined under FASB Statement 5
     Accounting for Contingencies. In addition Interpretation 45, requires
     significant new disclosures for all guarantees even if the likelihood of
     the guarantor's having to make payments under the guarantee is remote. The
     disclosure requirements are effective for financial statements of interim
     and annual periods ending after December 15, 2002. The initial recognition
     and measurement provisions of Interpretation 45 are applicable on a
     prospective basis to guarantees, contracts or indemnification agreements
     issued or modified after December 31, 2002.

     The Company currently has no guarantees, contracts or indemnification
     agreements that would require fair value treatment under the new standard.
     The Company's current policy is to disclose all material guarantees and
     contingent arrangements, similar to the disclosure requirements of
     Interpretation 45, which provide for disclosure of the approximate term,
     nature of guarantee, maximum potential amount of exposure, and the nature
     of recourse provisions and collateral.

     FASB Statement No.146 Accounting for Costs Associated with Exit or Disposal
     Activities (Statement 146)

     During July 2002, the FASB issued Statement 146. Statement 146 addresses
     accounting and reporting for costs associated with exit or disposal
     activities and nullifies Emerging Issues Task Force Issue No. 94-3
     Liability Recognition for Certain Employee Termination Benefits and Other
     Costs to Exit an Activity (including Certain Costs Incurred in a
     Restructuring). Statement 146 requires the recognition of a liability for
     costs associated with exit or disposal activities when the liability is
     actually incurred. Under EITF 94-3, such costs were generally recognized in
     the period in which an entity committed to and exit plan or plan of
     disposal. While both standards covered costs associated with one-time
     termination benefits (e.g. severance pay or stay-bonus arrangements),
     Statement 146 provides standards that provide for the timing of recognition
     of these types of benefits. Statement 146 is effective for exit or disposal
     activities initiated after December 31, 2002.


                                      F-15





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



2.   Basis of presentation and significant accounting policies (continued):

     Recent accounting pronouncements (continued):

     Management's plans with respect to the continuation of the Company are
     described  above.  While there are currently no specific plans to exit
     activities as part of these plans, any such activity would require the
     application of Statement 146.

     FASB Statement 145 Rescission of FASB Statements No. 4,44 and 64, Amendment
     of FASB Statement No. 13 and Technical Corrections (Statement 145)

     During April 2002, the FASB issued Statement 145. Statement 145 rescinds
     FASB Statement No. 4, Reporting Gains and Losses from Extinguishments of
     Debt, which required all gains and losses from extinguishments of debt to
     be aggregated and, if material, classified as an extraordinary item, net of
     related income tax effect. As a result of the rescission of Statement No.
     4, the classification of gain and losses arising from debt extinguishments
     requires consideration of the criteria for extraordinary accounting
     treatment provided in Accounting Principles Board Opinion No. 30 Reporting
     the Results of Operations. In the absence of Statement No. 4, debt
     extinguishments that are not unusual in nature and infrequent in occurrence
     would be treated as a component of net income or loss from continuing
     operations. Statement 145 is effective for financial statements issued for
     fiscal years beginning after May 15, 2002. Adoption of this standard is not
     anticipated to have a significant effect on the Company's results of
     operations in the future.

                                      F-16




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



3.   Factored accounts receivable:

     During 2002, the Company entered into an accounts receivable financing
     facility under which cash collections on certain eligible accounts
     receivable are assigned to a financial institution. Under this arrangement,
     eligible customers make their payments directly to the financial
     institution. Upon receipt of payment, the financial institution remits the
     balance of the factored account, less its fees, to the Company. The Company
     has received aggregate proceeds of $69,000 under the factoring arrangement,
     related to gross factored accounts receivable of $92,000. The Company is
     accounting for this accounts receivable factoring arrangement as a secured
     borrowing pursuant to SFAS No. 140, Accounting for Transfers and Servicing
     of Financial Assets and Extinguishments of Liabilities. The Company's
     assets, including accounts receivable, inventory and property and equipment
     secure the agreement. The related service charge is reflected in interest
     expense in the period that the accounts receivable are transferred.
     Factoring fees of approximately $13,000 were incurred during 2002. There
     were no outstanding factored accounts receivable as of December 31, 2002.

4. Note receivable:

     During 2002, the Company issued a note receivable with a face value of
     $75,000 to a consultant for legal fees paid on the consultant's behalf. The
     legal fees were for the filing of international patent rights related to
     the patents that the Company has licensed from the borrower. This note was
     unsecured, non-interest bearing and payable in full within 180 days. The
     Company liquidated the note during 2002 by applying royalties due to the
     consultant against the note.

5.   Inventories:

     Inventories consist of the following as of December 31, 2002:

       Component parts                                        $  229,485
       Finished goods                                            236,284
                                                              -----------
                                                                 465,769
       Less: allowance to reduce inventory to market  (a)       (227,532)
                                                              -----------
                                                              $  238,237
                                                              ==========

 (a)  The cost basis of certain finished goods inventories was reduced to its
      respective market values during the third fiscal quarter of 2002,
      following pricing changes associated with transference of savings from the
      lower anticipated future production costs to customers.


                                      F-17





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



6.   Intangible assets:

     Intangible assets, consisting of patents, are as follows at December 31,
     2002 and 2001:

                                              Security            Marine               2002
                                              Products           Products              Total
                                         ------------------  -----------------  -----------------
       Patent cost                       $       1,427,813   $        741,148   $      2,168,961
       Less: accumulated amortization              508,692            264,051   $        772,743
                                         ------------------  -----------------  -----------------
                                         $         919,121   $        477,097   $      1,396,218
                                         ==================  =================  =================

                                              Security            Marine               2001
                                              Products           Products              Total
                                         ------------------  -----------------  -----------------
       Patent cost                       $       1,360,100   $        706,000   $      2,066,100
       Less: accumulated amortization              238,018            123,550   $        361,568
                                         ------------------  -----------------  -----------------
                                         $       1,122,082   $        582,450   $      1,704,532
                                         ==================  =================  =================

Estimated future amortization is as follows:

         Year ending December 31,
         ------------------------
                        2003             $         446,790
                        2004                       446,790
                        2005                       446,790
                        2006                        55,848
                                         $       1,396,218
                                         =================

     Transitional disclosure amounts required by Financial Accounting Standards
     No. 142 Goodwill and Other Intangible Assets do not differ from the actual
     reported result for the fiscal year ended December 31, 2001.

7.   Property and equipment:

     Property and equipment consists of the following as of December 31, 2002:

       Automobiles                                 $  14,903
       Furniture and fixtures                        147,841
       Computer equipment                            282,342
                                                   -----------
                                                     445,086
       Less accumulated depreciation                (177,527)
                                                   -----------
                                                   $ 267,559
                                                   ===========

8.   Notes payable, related parties:

     Notes payable, related parties consist of $30,000 of borrowings from a
     member of the Company's Board of Directories and his immediate family
     members under various short-term non-interest bearing note agreements.
     These borrowings are payable in full through February 2003 and were repaid
     subsequent to December 31, 2002.

                                      F-18





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



9.   Convertible debentures:

     During January 2002, the Company received $96,510 in borrowings under a 10%
     convertible debenture. At the option of the lender, the principal portion
     of the note was convertible into 301,595 shares of the Company's
     restricted common stock at a conversion price of $.32 per share through
     December 31, 2002. The stated conversion price was equal to the market
     price of the common stock on the commitment date. The holder exercised the
     conversion feature on June 5, 2002.

     On September 20, 2002 (Commitment Date), the Company entered into a
     Securities Purchase Agreement that provides for the issuance of convertible
     notes payable up to an aggregate face value of $1,000,000 and warrants to
     acquire up to an aggregate 3,000,000 shares of the Company's common stock.
     The agreement provides for the funding of the notes in three traunches, of
     which the first two, amounting to $350,000 each with 1,050,000 warrants
     each were issued on September 20, 2002 and September 30, 2002,
     respectively. Each traunch  matures on the one year anniversary date of
     issuance, assuming no conversion or prepayment. On February 7, 2003, the
     remaining traunch ($300,000 in convertible notes and warrants to acquire
     900,000 shares of common stock) was funded upon the effective registration
     of the common shares underlying the debt and warrants. The convertible
     notes bear interest at 12% and are payable in one year from the date of
     issuance; interest is payable quarterly.

     The convertible notes are convertible into shares of common stock solely at
     the creditor's option at a conversion rate amounting to the lower of (i)
     $0.075 or (ii) 50% of the average of the three lowest intraday trading
     prices for the Company's common stock for the 20 trading days before the
     conversion date. On the Commitment Date, the Company's closing market value
     was $0.13 and the three lowest intraday trading prices for the 20 trading
     days before the Commitment Date were all $0.12; thus the conversion rate
     on the Commitment Date amounted to $0.06 per common share. The warrants,
     which have an exercise price of $0.10 and a three-year term, were fully
     issued on the Commitment Date.

                                      F-19





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



9.   Convertible debentures (continued):

     During September 2002, the Company allocated the proceeds received from the
     first two traunches of convertible notes and warrants between the
     securities based upon their relative fair values. Fair value for the
     warrants was determined using the Black-Scholes pricing model; the face
     value of the notes was considered by management to equal their respective
     fair values. As a result of this allocation, approximately $117,000 was
     recorded for the warrants as paid in capital in the month of September. The
     assumptions used to determine fair value under the Black-Scholes pricing
     model included an exercise price of $1.00, market price of $0.11 - $0.13,
     term of 1,080 days, volatility of 50%, and interest rate of 16%. In
     addition, the Company allocated the remaining proceeds of the convertible
     notes to the embedded beneficial conversion feature represented by the
     excess that the market value of the common stock on the commitment date
     exceeded the conversion rate. The debt will be accreted to its face value
     through periodic charges to interest expense over the term of the
     underlying notes. Similar accounting treatment will be afforded the
     contingent third traunch if and when it is funded.

     The effective interest rate on the convertible notes payable amounts to
     126%, assuming that the notes are held to maturity. The effective interest
     rate results from the amortization of discounts to the face value of the
     convertible notes payable, amortization of debt issue costs and the
     contractual interest rate over the term of the notes as follows:

                                                           Amount         Percent
         Discounts to face value:                    -------------- ---------------
           Beneficial conversion feature             $     583,000          83%
           Allocation to warrants                          117,000          18%
                                                     -------------- ---------------
                                                           700,000         101%

         Other interest expense:
           Amortization of debt costs                       88,000          13%
           Contractual interest rate                        84,000          12%
                                                     -------------- ---------------
                                                     $     872,000         126%
                                                     ============== ===============

     Amortization of the beneficial conversion feature and debt issue costs
     during the year ended December 31, 2002 amounted to $194,000 and $26,000,
     respectively.  Accrued interest relating to this debt was $23,000 at
     December 31, 2002.

     The accrual of interest expense and the amortization of discounts to the
     face value will be discounted upon conversion or prepayment of the
     convertible notes earlier than the maturity dates. Upon conversion, if any,
     the remaining carrying balance of the notes payable will be converted to
     equity, net of the unamortized debt issue costs. Upon prepayment, if any,
     the Company will recognize a loss to the extent that the carrying value of
     the notes payable, less unamortized debt issue costs, are less than the
     prepayment amount.

                                      F-20





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



9.Convertible debentures (continued):

     On September 30, 2002, in connection with the Securities Purchase
     Agreement, the Company entered into a Registration Rights Agreement that
     provides for the registration of the common shares underlying the
     aforementioned convertible notes payable and warrants. The Registration
     Rights Agreement requires the Company's best efforts to file an effective
     registration statement within 120 days following the Commitment Date.
     Penalty provisions under the Registration Rights Agreement provide for a
     cash payment of 2% of the outstanding face value of convertible notes
     payable for every full month following the 120-day period that the
     registration statement is not effective. As of December 31, 2002, the
     monthly penalty would amount to $14,000 for every month (prorated for
     partial months) following February 20, 2003.

     The convertible debt agreements issued under the Securities Purchase
     Agreement contain various restrictive covenants, including prohibitions on
     distributions of capital stock, stock repurchases, borrowings, sales of
     assets, advances and loans, and contingent liabilities. The Company was in
     compliance with these covenants at December 31, 2002. Additionally, these
     debt agreements contain cross-default provisions that result in a default
     n the event of an uncured default on any other Company indebtedness.

10. Income taxes:

     No provision or benefit for income taxes was required during the years
     ended December 31, 2002 and 2001 because the tax effects of operating
     losses and other temporary differences between the book and tax bases of
     assets and liabilities during those periods were offset by valuation
     allowances in the same amounts.

     A reconciliation of statutory federal income tax rate with the Company's
     effective income tax rate for the year ended as of December 31, 2002 and
     2001 is as follows:

                                                     2002           2001
                                                   -----------  -----------
         U.S. federal taxes statutory rate          (35.00)%      (35.00)%
           Increase (decrease):
              State taxes                            (3.25)%       (3.25)%
              Litigation settlement                    2.68%          -
              Non-deductible compensation              9.49%        9.90%
              Valuation allowances                    26.08%       28.35%
                                                   -----------  -----------
              Effective tax rate                        0.0%         0.0%
                                                   ===========  ===========

                                      F-21




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


10.    Income taxes (continued):

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

                                                       2002              2001
         Deferred tax assets (liabilities):
           Net operating loss                     $ 2,818,000      $  1,956,000
           Other                                      168,000           107,000
           Valuation allowance                     (2,986,000)       (2,063,000)
                                                  -----------      ------------
              Total deferred tax asset            $        -       $         -
                                                  ===========      ============

     As of December 31, 2002, the Company has net operating loss carryforwards
     of approximately $7,400,000 expiring in 2019 and 2002.

11.    Stockholders' equity:

  2002 Transactions:

     During the year ended December 31, 2002, 2,888,583 shares of the Company's
     restricted common stock were sold through a private equity placement exempt
     from registration under Section 4(2) of the Securities Act of 1933, and
     Rule 506 of Regulation D, thereof. The placement was open to select
     officers, employees, representatives of the Company, and accredited
     investors for the purchase of restricted common stock. Proceeds from the
     offering amounted to $338,500.

     During the year ended December 31, 2002, the Company issued 2,853,300
     shares of restricted common stock to employees and directors as
     compensation for services. The restricted common stock, which was fully
     vested upon issuance, was valued based upon the trading market prices on
     the dates of issuance, or $710,757 in the aggregate.

     During the year ended December 31, 2002, the Company issued 1,758,261
     shares of restricted common stock to consultants as compensation for
     consulting services, which contained various vesting terms and conditions.
     The restricted common stock issued was valued based upon the trading market
     prices on the dates of issuance, or $368,872 in the aggregate. Compensation
     expense of $130,485 was immediately recorded upon issuance and an
     additional $222,230 was amortized during the year ended December 31, 2002.

     During the year ended December 31, 2002, the Company issued 888,137 shares
     of restricted common stock to trade creditors to satisfy $170,032 in trade
     accounts payable. The common stock issued was valued based upon the trading
     market prices on the dates of issuance, and resulted in no gain or loss
     from extinguishments of these liabilities.

     During the year ended December 31, 2002, the Company issued 378,000 shares
     of restricted common stock to investors for financing fees. The common
     stock was valued based upon the trading market prices on the dates of
     issuance, or $49,140 in the aggregate.


                                      F-22




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


11.    Stockholders' equity (continued):

       2001 Transactions:

       During the year ended December 31, 2001, 8,937,000 shares of the
       Company's restricted common stock were sold through a private equity
       placement exempt from registration under Section 4(2) of the Securities
       Act of 1933, and Rule 506 of Regulation D, thereof. The placement was
       open to select officers, employees, and representatives of the Company
       for the purchase of restricted common stock. Proceeds from the offering
       amounted to $975,700.

       During the year ended December 31, 2001, the Company issued 765,000
       shares of restricted common stock to employees as compensation for
       services. The restricted common stock, which was fully vested upon
       issuance, was valued based upon the trading market prices on the dates of
       issuance, or $368,550 in the aggregate.

       During the year ended December 31, 2001, the Company issued 676,500
       shares of restricted common stock to consultants as compensation for
       consulting services, which contained various vesting terms and
       conditions. The restricted common stock was valued based upon the trading
       market prices on the dates of issuance, or $800,005 in the aggregate.
       Compensation expense of $372,070 was immediately recorded upon issuance
       and an additional $297,483 was amortized during the period from issuance
       through year-end.

       Total stock-based compensation cost recognized is as follows:

                                    2002           2001
                                 ----------     ----------
       Employee and directors    $  710,757     $  368,550
       Consultants                  352,715        669,553
       Creditors                    170,032             -
       Financing fees                49,140             -
                                 ----------     ----------
                                 $1,282,644     $1,038,103
                                 ==========     ==========



12.    Related party transactions:

     Accounts receiveable, officer:

     In 2001, the Company loaned  $50,000 to two officers of the Company.  The
     officers repaid $20,000 during 2002 and the remainder is due in December
     2003.

     Due to related parties:

     Due to related parties consists of accounts payable to officers of the
     Company for expenses paid on behalf of the Company.


                                      F-23




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


12.    Related party transactions (continued):

     Other related party transactions:

     Under a Professional Services Agreement (the "1999 Agreement") effective
     March 25, 1999, 2,700,000 shares of restricted common stock were issued to
     Richard McBride, the Company's then President and Chief Executive Officer
     ("McBride") for services and responsibilities generally associated with the
     positions held. 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 three-year agreement. Expense associated with this agreement was
     $40,974 in 2001.

     On February 14, 2001, the Company entered into a Consulting and Licensing
     Agreement (the "2001 Agreement") with McBride that provided for a license
     to exploit certain patented technologies owned by McBride and for
     consulting services from McBride that were considered necessary to develop
     the technologies into salable products. The term of the consulting
     arrangement was 3 years; the term of the license is 14 years. The Company
     exchanged 1,000,000 shares of restricted common stock for the 2001
     Agreement, having a value of $2,130,000, based upon quoted market prices on
     the date of the 2001 Agreement. The total value of the arrangement was
     allocated between the consulting and license in the amounts of $2,066,100
     and $63,900, respectively, based upon the relative fair values of the
     consulting services and license.

     McBride died on October 7, 2001. All restricted and unrestricted shares
     became immediately vested and were held by his estate.

     On December 12, 2002, the Company entered into a Patent Assignment
     Agreement (the "2002 Agreement") with the McBride Estate that provided for
     release of the Estate's obligations under the 2001 agreement in return for
     termination of the license and assignment of the patents licensed in the
     2001 agreement. In consideration of this assignment, the Company exchanged
     $93,856 in receivables from the Estate and 100,000 shares of restricted
     common stock having a value of $9,000, based upon quoted market prices on
     the date of the 2002 Agreement. The total value of the arrangement and the
     value of the licensing rights were allocated to patent costs and are being
     amortized over the remaining useful life assigned to these intangible
     assets of 5 years.

                                      F-24





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


13.    Commitments and contingencies:

     Securities and Exchange Commissions Investigation:

     The Division of Enforcement of the Securities and Exchange Commission
     ("Division") has commenced an investigation of certain matters related to
     the Company's financial results and common stock performance during 2000.
     The Division has not made any claim or assessment against the Company, nor
     have they threatened the Company with litigation. However, the Division is
     empowered with the ability to recommend some type of enforcement action
     against the Company as a result of their investigation. Management of the
     Company, with the advise of counsel, is unable to predict the outcome of
     the investigation at this time.

     Litigation:

     The Company was recently a defendant to a consolidated class action lawsuit
     in the United States District Court for the Middle District of Florida
     against the Company and Richard L. McBride, the Company's former chief
     executive officer. The plaintiffs claimed violations of Sections 10(b) and
     20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
     thereunder. In the five initial complaints, the plaintiffs to those actions
     alleged, among other things, that from March 30, 2000 to March 19, 2001,
     the Company and McBride misstated the Company's sales and revenue figures;
     improperly recognized revenues; misrepresented the nature and extent of the
     Company's dealer network; falsely touted purported sales contracts and
     agreements with large retailers; misrepresented the Company's ability to
     manufacture, or to have manufactured, its products; and misrepresented
     the Company's likelihood of achieving certain publicly announced sales
     targets.

     In the second quarter of 2002, the Company reached an agreement in
     principle, in the form of a Memorandum of Understanding, to settle the
     action. In the settlement, the Company would tender 6,000,000 shares of its
     free trading common stock to the class participants. In addition, the
     Company would pay, up to a maximum of $125,000, for costs incurred by the
     plaintiffs in the litigation, plus the costs of settlement notice and
     administration.

     At the end of the Company's second fiscal quarter of 2002, management had
     determined that settlement was highly probable and estimated settlement
     costs of $1,200,000, (fair market value of the settlement shares at June
     30, 2002) plus $125,000 in legal fees, both of which were recorded in the
     second quarter.

     On December 17, 2002, the court approved the amended stipulation of
     settlement. The litigation settlement estimate was revised to $300,000
     based on the closing market price of the stock of $.05 per share on
     December 17, 2002 plus an estimated $125,000 in legal fees.

                                      F-25




                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

13.       Commitments and contingencies (continued):

     Litigation (continued):


     License agreements and royalties:

        o   License of Video Security System Technology: In December 2002, the
            Company entered into a licensing agreement with Satius, Inc.
            (formerly VideoCom, Inc. and Wire21 Inc.) for its powerline
            technologies, which are utilized in the SecureView product line.
            This agreement replaces the original license agreement entered into
            in October 1999 in its entirety. The agreement is effective through
            the expiration of the patents licensed in the agreement (through
            October 2012). The agreement obligates the Company to pay royalties
            equal to between $1 and $3 per unit of licensed products sold, with
            minimum annual royalties of between $240,000 and $480,000. $80,000
            of expense related to this agreement was incurred during the year
            ended December 31, 2002.

        o   License of Underwater Camera Technology: In February 2001, the
            Company entered into a consulting and licensing agreement with
            Richard McBride for a license to exploit certain patented
            technologies for its SeaView product line. The agreement is
            effective through the expiration of patents licensed in the
            agreement (through July 2014). The Company paid 997,000 shares of
            the Company's common stock in 2001 for the license and recorded an
            intangible asset for the estimated fair value of the shares
            ($2,066,100), which is being amortized over 5 years. Amortization
            charged to operations in relation to these licensing rights was
            $392,559 and $361,568 in 2002 and 2001, respectively. This
            consulting and license agreement was terminated in December 2002 in
            conjunction with the assignment of these patents with the 2002
            Agreement and the licensing rights were reclassified as to patent
            costs.


                                      F-26





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


14.    Segment information:

     The Company operates in two identifiable industry segments. The Company's
     Marine Products Segment is engaged in the sale of underwater video cameras,
     lights and accessories, principally to retail sporting goods businesses
     throughout the United States. The Company's Security Products Segment is
     engaged in the development and sale of video security systems to retail,
     commercial and governmental entities throughout the United States. There
     are no significant concentrations of revenue with any one customer. The
     Company's facilities and other assets are, generally, not distinguished
     among the identifiable segments. Other financial information about the
     Company's segments is as follows:

                                                               2002
                                             ------------------------------------------
                                               Security      Marine
                                               Products     Products        Total
                                             ------------ -------------- --------------
       Net revenue                           $    431,207 $      273,434 $      704,641
       Cost of sales                             (300,144)      (178,168)     ( 478,312)
       Loss from write-down of inventory         (227,532)              ($      227,532)
                                             ------------ -------------- --------------
       Gross profit                         ($     96,469)$       95,266($        1,203)
       Research and development:             ============ ============== ==============
         Stock-based                                   -  $           -  $           -
         Other                               $         -  $      154,099 $      154,099

                                                               2001
                                             ------------------------------------------
                                               Security      Marine
                                               Products     Products        Total
                                             ------------ -------------- --------------
       Net revenue                           $    319,566  $     412,835  $     732,401
       Cost of sales                              196,733        181,599  $     378,332
                                             ------------ -------------- --------------
       Gross profit                          $    122,833  $     231,236  $     354,069
       Research and development:             ============ ============== ==============
         Stock-based                         $    414,647  $          -   $     414,647
         Other                               $         -   $      91,821  $      91,821

15.       Fourth Quarter Activity (unaudited):

     2002:

     The net loss and net loss per share in the fourth quarter of 2002 were
     lower than amounts experienced in the preceding three quarters because of a
     fourth quarter transaction for a change in accounting estimate. As
     discussed more completely in Note 13, the Company originally recorded a
     charge of $1,200,000 to account for the common stock to be issued under the
     settlement of a class action lawsuit. The proposed settlement stipulated
     that the Company would tender 6,000,000 shares of its free trading stock to
     the class participants. The Company initially used the closing market price
     of $.20 per share on June 28, 2002, (the date when the impending settlement
     was determined to be probable), the last trading day of the second quarter,
     to value the shares for the expense accrual. The settlement was approved by
     the court on December 17, 2002. The litigation settlement estimate was then
     adjusted to actual per the closing market price of the stock of $.05 per
     share on December 17, 2002. This change in accounting estimate from
     $1,200,000 to $300,000 resulted in a reduction in the litigation settlement
     accrual of $900,000, which was recorded in the fourth quarter of 2002.

     2001:

     The net loss and net loss per share in the fourth quarter of 2001 were
     higher than amounts experienced in the preceding three quarters because of
     certain fourth quarter transactions including (i) charges of $310,800 for
     employee stock-based compensation, (ii) charges of $262,570 for non-
     employee stock-based compensation and (iii) significant legal expenses of
     $22,800.

                                      F-27





                         SEAVIEW VIDEO TECHNOLOGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


16. Earnings per share computations:

                                                         2002          2001
                                                    ------------   ------------
       Net loss                                     ($4,285,516)   ($2,829,836)
                                                    ============   ============
        Weighted average common shares:
           Basic                                     33,917,115     21,193,616
                                                    ============   ============
           Dilutive securities                               -              -
                                                    ------------   ------------
           Diluted shares                            33,917,115     21,193,616
                                                    ============   ============
       Basic net income (loss) per share            ($      .13)   ($      .13)
                                                    ============   ============
       Diluted net income (loss) per share          ($      .13)   ($      .13)
                                                    ============   ============


       The table above excludes 11,667,000 shares of common stock contingently
       issuable upon the conversion of convertible debentures and 2,100,000
       warrants to purchase common stock as such items would have an anti-
       dilutive effect on earnings per share of 2002.


                                      F-28




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

On March 21, 2002, with the approval of the Board of Directors, SeaView Video
Technology, Inc. engaged Aidman, Piser & Company P.A. as its principal
accountant to audit the financial statements. We dismissed Carol McAtee, CPA on
March 21, 2002 as its principal accountant. Prior to the engagement of Aidman,
Piser & Company P.A., Carol McAtee, CPA had served as the principal accountant
to audit our financial statements since the month of January 2000. Our Board of
Directors is responsible for the selection of our independent auditors.

Carol McAtee, CPA audited our financial statements for the years ended December
31, 2000, and 1999, and issued audit reports dated April 9, 2001 for fiscal year
2000, and March 21, 2000 for fiscal year 1999. During the two most recent fiscal
years and the subsequent interim period preceding March 21, 2002 (date of
dismissal), no report of Carol McAtee, CPA on our financial statements contained
an adverse opinion or a disclaimer of opinion, nor was one qualified as to
uncertainty, audit scope, or accounting principles.

During the two most recent fiscal years and the subsequent interim period
preceding March 21, 2002 (date of dismissal), there were no disagreements with
Carol McAtee, CPA on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Carol McAtee, CPA, would have caused
disagreements in connection with its report on our financial statements for any
such periods.

On April 30, 2001, Carol McAtee, CPA sent a letter to the Audit Committee and
our management stating that certain deficiencies existed with the internal
control design of SeaView, which in the opinion of Carol McAtee, CPA could
affect our ability to record, process, summarize, and report financial data
consistent with the assertions of management in the financial statements. As a
result of these internal control deficiencies, several audit adjustments were
proposed and recorded to our financial statements for the fiscal year ended
December 31, 2000. Our Audit Committee and Board of Directors discussed the
matter with Carol McAtee, CPA, and we have authorized Carol McAtee, CPA to
respond fully to any inquiries of Aidman Piser & Company P.A. concerning the
matter. There was no disagreement regarding the foregoing, and we believe we
have remedied the internal control deficiencies.

Other than as described in the preceding paragraph, Carol McAtee, CPA did not
advise the Registrant at any time during the two most recent fiscal years and
the subsequent interim period preceding March 21, 2002 (date of dismissal):


                                       19



        (a)   that the internal controls necessary for the Registrant to develop
              reliable consolidated financial statements did not exist;

        (b)   that information had come to its attention that had led it to no
              longer be able to rely on management's representations, or that
              had made it unwilling to be associated with the consolidated
              financial statements prepared by management;

        (c)   of the need to expand significantly the scope of its audit, or
              that information had come to its attention during the two most
              recent fiscal years and the subsequent interim period preceding
              March 21, 2002 (date of dismissal) that if further investigated
              may (i) materially have impacted the fairness or reliability of
              either: a previously issued audit report or the underlying
              consolidated financial statements, or the consolidated financial
              statements issued or to be issued covering the fiscal periods
              subsequent to the date of the most recent consolidated financial
              statements covered by an audit report or (ii) have caused it to be
              unwilling to rely on management's representations or be associated
              with the Registrant's consolidated financial statements; or

        (d)   that information had come to its attention that it concluded
              materially impacts the fairness or reliability of either (i) a
              previously issued audit report or the underlying consolidated
              financial statements issued or to be issued covering the fiscal
              periods subsequent to the date of the most recent consolidated
              financial statements covered by an audit report.

During the two most recent fiscal years and the subsequent interim period
preceding March 21, 2002 (date of engagement), neither us nor anyone on our
behalf has consulted with Aidman, Piser & Company P.A. regarding either: (a) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
our financial statements, and neither a written report nor oral advice was
provided to us that Aidman, Piser & Company P.A. concluded was an important
factor considered by the us in reaching a decision as to an accounting, auditing
or financial reporting issue; or (b) any matter that was the subject of either a
disagreement or any other event described above.

                                       20


ITEM 9. MANAGEMENT.




      Name                    Age            Position
      ----                    ---            --------

George S. Bernadich, III       46      Chairman of the Board, President,
                                       and Chief Executive Officer
Michael A. Ambler              49      Chief Operating Officer
Douglas Bauer                  41      Chief Financial Officer and Secretary
Myles J. Gould*                60      Director
Dr. Bradford M. Gould*         33      Director


* Dr. Brad M. Gould is the son of Myles J. Gould.

Directors serve until the next annual meeting and until their successors are
elected and qualified. Officers are appointed to serve for one year until the
meeting of the board of directors following the annual meeting of stockholders
and until their successors have been elected and qualified.

GEORGE S. BERNARDICH, III

Mr. Bernardich joined us in November 2000 following a 28-year career with the
J.C. Penney Co., Inc. While at J.C. Penney Co., Inc., Mr. Bernardich's
employment 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. Mr.
Bernardich initially served as our Chief Operating Officer until February 2001,
when he became our President and Chief Executive Officer. His current term as a
Director will continue until the annual meeting of 2002.

MICHAEL A. AMBLER

Mr. Ambler joined us in February 2001, following a 28-year career with the J.C.
Penney Co., Inc. During his career with J.C. Penney Co., Inc., Mr. Ambler served
in many areas at increasing levels of responsibility. His most recent
responsibilities were Divisional Communications Manager, Senior Buyer,
Divisional Merchandise Manager, and a director within the catalog organization.

DOUGLAS A. BAUER

Mr. Bauer joined us in March of 2001. He received a bachelors degree in
Accounting from Miami University, Ohio in 1985, and spent an additional year at
Miami's European Center in Luxembourg studying international economics and
political science. He spent three years with Price Waterhouse in the audit
division of its Atlanta office before moving on to Guardian Industries, a
worldwide glass manufacturer and fabricator, where he took the position of
operations manager for two newly acquired fabrication businesses. Prior to
joining SeaView, Mr. Bauer was a partner in Flowers Direct and eFlowers.com, and
served three years as its COO and CFO.

MYLES J. GOULD

Mr. Gould has been a Director of us since April 1999, and his current term as a
Director will continue until the annual meeting of 2002. 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 has
spoken on many occasions on the subject of apartment-to-condominium conversions.
Mr. Gould formerly served as a Director for Modular Systems, Inc., a
factory-assembled housing company.

DR. BRADFORD M. GOULD

Dr. Gould has been a Director of us since April 1999, and his current term as a
Director will continue until annual meeting of 2002. 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.


                                       21



CODE OF ETHICS

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

During the year ended December 31, 2002, no director, officer or beneficial
owner of more than 10 percent of any class of equity securities of the Company
registered pursuant to Section 12 of the Exchange Act failed to file on a timely
basis, as disclosed in Form 3 filings, reports required by Section 16(a) of the
Exchange Act during the year ended December 31, 2002. The foregoing is based
solely upon a review of Form 3, Form 4 and Form 5 filings furnished to the
Company during the year ended December 31, 2002, certain written representations
and shareholders who, to the best of our knowledge, hold 10 percent or more of
our shares.

ITEM 10.  EXECUTIVE COMPENSATION.


         The following tables set forth certain information regarding our CEO
and each of our most highly-compensated executive officers whose total annual
salary and bonus for the fiscal year ending December 31, 2002, 2001 and 2000
exceeded $100,000:

SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION

                                                                   Other
                                                    Annual      Restricted    Options      LTIP
 Name & Principal              Salary     Bonus     Compen-       Stock        SARs       Payouts      All Other
     Position          Year     ($)        ($)      sation ($) Awards($)(1)   (#)(1)        ($)      Compensation
-------------------- ------- ---------- ---------- ----------  ------------ ----------- ------------ --------------
George Bernadich III   2002    14,954          0          0        220,385         0            0             0
(2)                    2001    65,625          0          0        136,500         0            0             0
Chairman, President    2000     6,250          0          0              0         0            0             0
and CEO


Michael Ambler (3)     2002    90,529          0          0        191,055         0            0             0
Chief Operating
Officer                2001     6,250          0          0         63,000         0            0       109,083
                       2000         -          -          -              -         -            -             -

Douglas Bauer          2002    49,954          0          0        186,425          0           0             0
Chief Financial        2001         0          0          0         73,500          0           0             0
Officer,Secretary      2000         -          -          -              -          -           -             -

Notes:
         Calculations exclude standard group-insurance benefits applied equally
to all salaried employees, pursuant to Item 402 of Regulation S-K.

1.       Stock compensation was issued to executive officers in lieu of
         salary. All stock compensation was issued in the form of
         restricted shares and, for accounting purposes, were valued at the
         prevailing closing market price on the day of issuance.

2.       Mr. George Bernardich joined us as COO in November of 2000. He was
         promoted to Chairman and CEO on February 21, 2001. In 2001, Mr.
         Bernardich received 325,000 shares of common stock in lieu of salary,
         valued at $136,500. In 2002, Mr. Bernardich received 878,400 shares of
         common stock in lieu of salary, valued at $220,385. Refer to Note 1
         above for additional information regarding the restricted stock awards.


                                       22



3.       Mr. Michael Ambler joined us in late February of 2001 as COO, but
         did not begin salary compensation until December of 2001. In
         September of 2000, prior to joining us, Mr. Ambler received shares
         of restricted common stock for a 2 year consulting agreement, of
         which $109,083 as amortized in fiscal year 2001. In 2001, Mr. Ambler
         received 150,000 shares of common stock in lieu of salary valued at
         $63,000. In 2002, Mr. Ambler received 761,500 shares of common stock
         in lieu of salary valued at $191,055. Refer to note 1 above for
         additional information on the restricted stock awards.

4.       Mr. Bauer joined us in March of 2001 as Chief Financial Officer but
         did not begin salary compensation until January 2002.  In 2001, Mr.
         Bauer received 175,000 common stock valued at $73,500, in lieu shares
         of, Mr. Bauer received 745,600 shares of common stock valued at
         $186,425. Refer to note 1 above for additional information on the
         restricted stock awards.

         No options were granted or exercised during our fiscal year ended
December 31, 2002.

         Directors and Committee Members did not receive, and were not eligible
for, compensation from us during the fiscal year ending December 31, 2002.

         During the fiscal year ending December 31, 2002 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 are no additional compensation plans or
policies in place for any executive officer as of date. No cash bonuses were
granted during fiscal year 2002 Restricted stock compensation to officers when
issued are in lieu of salary and approved by the Board of Directors. Currently,
all stock compensation is issued in the form of restricted shares at a 50%
discount to a 50 day moving average and, for accounting purposes, are valued at
the prevailing closing market price on the day of issuance.


                                       23



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding beneficial
ownership of our common stock as of April 11, 2003 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Each person's address is c/o SeaView Video Technology, Inc., 200
Madonna Drive Boulevard, Tierra Verde, FL 33715.


                                                 Shares Beneficially Owned(1)
                                                  -------------------------

Name and Address of Beneficial Owner             Number         Percent
----------------------------------------- ----------------- ------------------
George Bernardich, III                         4,406,900         10.36%
Michael Amber                                  2,270,500          5.34%
Douglas Bauer                                  1,630,967          3.86%
Myles J. Gould                                 1,255,776          2.95%
Bradford M. Gould                                 50,000             *
Total securities held by officers              9,614,143         22.61%
and directors as a group (5 people):



* Less than 1%

(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of March 31, 2003 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During the year ended December 31, 2000, we loaned an aggregate of
$512,757 to our former president and CEO, Richard McBride. The debentures were
collateralized by 6.5 million shares of our common stock. The loan was repaid
during the second quarter of 2001 with $235,000 cash and 353,575 shares of
common stock, which were recorded, at the cost of $277,757.

         On July 12, 2000, we loaned Richard McBride, former president and CEO,
150,000 shares of our common stock to purchase a 20% interest in Golden Springs,
LLC. Golden Springs LLC is a development stage enterprise that is developing a
private health spa in West Central Florida. Mr. McBride was to replace the
shares shortly after the transaction, however, in addition to replacing the
150,000 shares, Mr. McBride donated the 20% interest in Golden Springs to us. We
accounted for the Golden Springs LLC transaction as a capital contribution at
its estimated fair value of $146,000. Our share of losses in the equity
investment amounted to approximately $8,000 and $138,000 during the years ended
December 31, 2001 and 2000, respectively. The investment is currently estimated
to have no value.

         On February 14, 2001, we entered into a Consulting and Licensing
Agreement with Richard L. McBride. Mr. McBride, who was our President and
Director, developed and filed in his name individually, certain patents, patent
applications and provisional patent applications. We as licensee and Mr. McBride
as licensor, set forth the terms and conditions with respect to the granting of
the licensing rights. Further, Mr. McBride had provided us with consulting
services since our inception. As consideration for Mr. McBride's consulting
services, and obtaining the licensing rights from Mr. McBride regarding the
aforementioned patents, patent applications and provisional patent applications,
we issued to Mr. McBride 1,000,000 restricted shares of our common stock. The
term of the consulting portion of the Agreement is until March 31, 2003. The
initial term of the licensing rights is for fourteen (14) contiguous years from
February 14, 2001. The Agreement supercedes any and all other agreements between
us and Mr. McBride regarding these specific patents, patent applications and
provisional patent applications. Mr. McBride died in October 2001 and the death
of Mr. McBride has not and will not affect the above-described licensing
arrangement.


                                       24



         In May 2001, Messrs. Bernardich, Bauer and Ambler purchased 3,000,000,
850,000, and 1,430,000 shares of our restricted common stock through a private
equity placement exempt from registration under Section 4(2)of the Securities
Act of 1933, and Rule 506 of Regulation D, thereof. The placement was open to
select officers, employees, and representatives for the purchase of restricted
common stock at a purchase price of $0.10 per share.

         As of December 31, 2001, we held a series of debentures receivable from
the Estate of Richard L. McBride, former CEO, totaling $93,900 for various
expenses paid on behalf of the estate. The debentures are currently due and bear
interest at a rate of 8%.

         December 12, 2002, the Company entered into a Patent Assignment
Agreement (the "2002 Agreement") with the McBride Estate that provided for
release of the Estate's obligations under the 2001 agreement in return for
termination of the license and assignment of the patents licensed in the 2001
agreement. (See note 12 to the financial statements.) In consideration of this
assignment, the Company exchanged $93,856 in receivables from the Estate and
100,000 shares of restricted common stock having a value of $9,000, based upon
quoted market prices on the date of the 2002 Agreement. The total value of the
arrangement and the value of the licensing rights were allocated to patent costs
and are being amortized over the remaining useful life assigned to these
intangible assets of 5 years.

As of December 31 2002 the Company raised $338,500 of capital through its
private equity placement offering through the issuance of 2,888,583 shares of
restricted common stock. It has not raised any additional capital through
private equity placement in fiscal year 2003.

         As of December 31, 2002, Messrs. Bernardich, Bauer and Ambler have
received 887,400, 745,700 and 761,500 shares of our restricted common stock in
lieu of salary.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 EXHIBITS

Exhibit
Number           Description

3.1            Amendment to the Articles of Incorporation
3.2            Bylaws


99.1           Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
               Section 1350, As Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

99.2           Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
               Section 1350, As Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of  2002.

99.3           Code of Ethics and Business Conduct of Officers, Directors and
               Employees

Reports filed on Form 8-K: None

ITEM 14. CONTROLS AND PROCEDURES.

         As of December 31, 2002, an evaluation was performed by our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on that
evaluation, Our Chief Executive Officer and Chief Accounting Officer, concluded
that our disclosure controls and procedures were effective as of December 31,
2002. There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
December 31, 2002


                                       25



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

(Registrant) SEAVIEW VIDEO TECHNOLOGY, INC.

By  /s/ GEORGE S. BERNARDICH, III
        GEORGE S. BERNARDICH, III, President/Chief Executive Officer
        April 15, 2003


By  /s/ DOUGLAS BAUER
        DOUGLAS BAUER, Chief Financial Officer
        April 15, 2003


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

By  /s/ GEORGE S. BERNARDICH, III
        GEORGE S. BERNARDICH, III, Chairman, Director
        April 15, 2003


By  /s/ DOUGLAS BAUER
        DOUGLAS BAUER, Chief Financial Officer
        April 15, 2003


By  /s/ MILES GOULD
        MILES GOULD, Director
        April 15, 2003


By  /s/ BRAD GOULD
        BRAD GOULD, Director
        April 15, 2003




                                       26





                                 CERTIFICATIONS

I, George S. Bernardich, III, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Seaview Video
     Technology, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annually report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annually  report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        (a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us by others, particularly during the period in which this
              annually  report is being prepared;
        (b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annually  report (the Evaluation Date); and
        (c)   presented in this annually  report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors;

        (a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and
        (b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual  report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 15, 2003

/s/ George S. Bernardich, III
--------------------------------------
    George S. Bernardich, III
    Chief Executive Officer



                                       27



I, Douglas Bauer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Seaview Video
     Technology, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annually  report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annually  report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        (a)   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant is made known to
              us by others, particularly during the period in which this
              annually  report is being prepared;
        (b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annually  report (the Evaluation Date); and
        (c)   presented in this annually  report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors;

        (a)   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and
        (b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual  report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 15, 2003

/s/ Douglas Bauer
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    Douglas Bauer
    Chief Financial Officer