SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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

                 For the Quarterly Period ended: March 31, 2000


                         Commission file number 0-28665

                               DIVEDEPOT.COM, INC.
                               -------------------
        (Exact name of small business issuer as specified in its charter)

         Florida                                 65-0817033
         --------                                ----------
(State or other jurisdiction of                  (I.R.S. Employer incorporation
or organization)                                 Identification No.)


             2101 West SR 434, Suite 221, Longwood, FL 32779
               ---------------------------------------------------
                     Address of principal executive offices)

                                 (407) 949-9300
                                 ---------------
                           (Issuer's telephone number)


Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  X  No

As of March 31, 2000, 2,031,297 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X


<PAGE>


                              PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements






                       DIVEDEPOT.COM, INC. AND SUBSIDIARY
                                  BALANCE SHEET
                   AS OF MARCH 31, 2000 AND DECEMBER 31, 1999

                                     ASSETS

                                                           MARCH 31     DEC 31
CURRENT ASSETS                                               2000        1999
--------------

        Cash                                             $138,287    $15,410
        Accounts Receivable (Note 3)                       65,037     84,701
        Inventory           (Note 4)                       42,869     42,819
                                                        ------------------------
                Total Current Assets                      246,193    142,930


FIXED ASSETS             (Note 5                        1,806,513  1,423,197

GOODWILL                 (Note6)                          653,401    662,604
                                                        ------------------------

                 TOTAL ASSETS                          $2,706,107 $2,228,731
                                                        ========================



                                LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES

        Bank Overdraft   (Note 7)                      $ 62,023        68,748
        Accounts Payable                                480,880       464,196
        Customer Deposits                                 1,000         1,000
        Bank Loan        (Note 8)                         1,847         3,732
        Related Party Loans(Note 9)                     211,714       107,867
                                                        ------------------------
                 Total Current Liabilities              757,464       645,543
                                                        ------------------------


LONG TERM LIABILITIES

        Bank Loan                                       -             -
        Related Party Loans                             259,122       275,316
        Bonds Payable                                   246,000       -
                                                        ------------------------
                Total Long Term Liabilities             505,122       275,316
                                                        ------------------------
                TOTAL LIABILITIES                     1,262,586       920,859


                                 STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, $.001 par value, 50,000,000 authorized,       2,031         1,831
 2,031,297 shares issued and outstanding as of
 March 31, 2000 and  1,831,297 as of December 1999
        Additional paid in capital                      2,332,396     1,932,597
        Retained earnings                                (840,906)     (626,556)
        Less: Treasury stock (12,500 shares)              (50,000)      -
                                                        ------------------------
                Total Stockholders' Equity              1,443,521     1,307,872
                                                        ------------------------

                TOTAL LIABILITIES AND EQUITY (DEFICIT) $2,706,107    $2,228,731
                                                        ========================



                  See Accompanying notes to financial statements.






<PAGE>
<TABLE>
<CAPTION>




                             DIVEDEPOT.COM, INC. AND

                                   SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDING MARCH 31, 2000 AND 1999,
                 THE TWELVE MONTHS ENDING DECEMBER 31, 1999 AND
                   FROM INCEPTION (DECEMBER 1, 1997) TO March


                                       March 31          March 31     December 31     FROM
                                         2000              1999           1999      INCEPTION
                                  --------------------------------------------------------------
<S>                                <C>               <C>               <C>         <C>

SALES                              $299,901          $    481,947      $1,187,538  $2,892,327
-----


COST OF SALES                      $156,405          $    128,524      $  841,699  $1,587,893
-------------
                                  --------------------------------------------------------------

GROSS PROFIT                       $ 143,496         $    353,423      $  345,839  $1,304,434
------------


OPERATING EXPENSES                 $ 348,643         $    425,462      $  671,971  $2,062,515
------------------

AMORTIZATION OF GOODWILL           $   9,203         $     12,884      $   36,811  $   82,825
------------------------           -------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES  ($214,350)        $   (84,923)      $ (362,943) $        -
---------------------------------  -------------------------------------------------------------

INCOME TAXES                       $       -         $          -      $        -  $ (840,906)
------------


                                   $(214,350)        $   (84,923)      $ (362,943) $  840,906
NET INCOME (LOSS)
-----------------                  ============================================================



     Weighted Average              1,893,797            1,587,500       1,403,889
     Number of shares


     Basic EPS                     $  (0.113)        $    (.0535)      $   (0.259)


</TABLE>

<PAGE>

                               DIVEDEPOT.COM, INC.
                             STATEMENT OF CASH FLOWS
                             STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDING MARCH 31, 2000, AND 1999
                THE TWELVE MONTHS ENDING DECEMBER 31, 1999, AND
              FROM INCEPTION (DECEMBER 31, 1997) TO MARCH 31, 2000


                            MARCH 31    MARCH 31   DECEMBER 31      FROM
                              2000        1999         1999      INCEPTION
                          ---------------------------------------------------
CASH FLOWS FROM (FOR)
OPERATING ACTIVITIES
     Net income (Loss)       (214,350)  (84,923)       (362,943)       (840,906)

Adjustments for items
not involving the
movement of cash:

     Receivables -
related parties
     Accounts receivable       $19,664   $18,496           (818)       ($65,037)
     Depreciation              $26,650   $27,591        $108,572       $225,383
     Inventory                   ($50)  ($19,506)         $8,350       ($42,869)
     Accounts                  $16,684   $10,484        $242,266       $528,691
     Customer                               $700            $500       ($29,354)
     Amortization of
Goodwill                        $9,203    $9,203         $36,811        $82,825
     Income Taxes                                                            $0
     Loss On Sale of
Fixed Assets                                                             $4,291
Other                                                                    $1,999
                          ---------------------------------------------------
     Total adjustments to
net income                     $72,151   $46,968         $395,681    $   703,930

     Net cash provided by
(used in) operating
activities                   ($142,199) ($37,955)         $32,738     ($136,976)

CASH FLOWS FROM (FOR)
INVESTING ACTIVITIES

     Purchase of Subsidiary
(net of cash acquired                                               ($1,041,013)
     Purchase of Fixed         ($9,966)($729,757)     ($1,268,320)  ($1,331,400)
Assets
                             ---------------------------------------------------

     Net cash provided by     ($9,966) ($729,757)     ($1,268,320)  ($2,372,413)
(used in)  investing
activities

<PAGE>

CASH FLOWS FROM (FOR)
FINANCING ACTIVITIES

     Purchase of treasury
stock                        ($50,000)                               ($50,000)
     Proceeds from bank loan                                           17,109
     Repayment on bank loan                                          ($13,366)
     Proceeds from loan
     Repayment on loan        ($1,885)      ($1,502)     ($7,075)     ($1,885)
     Proceeds from sale
of shares                                  $794,500         $831     $340,595
     Contributed Surplus                                           $1,595,869
     Share split                                         ($2,036)     ($2,036)
     Related party loans       $87,653      $12,239    ($376,706)    $423,014
     Proceeds from            $246,000        -                -     $246,000
issuance of bonds pay
     Deferred Costs                         ($7,539)     $35,701      $30,354
     Add'l paid in capital                            $1,573,396
                          ---------------------------------------------------
     Net cash provided by
(used in)financing            $281,768     $797,698   $1,224,111   $2,585,654
activities

CASH
RECONCILIATION

     Net increase
(decrease) in cash            $129,602      $29,986     ($11,471)    $76,265
     Beginning cash
balance                      ($53,338)     ($41,867)    ($41,867)   ($49,670)
                          ---------------------------------------------------
CASH BALANCE AT END OF
-----------------------
PERIOD                         $78,264     ($11,881)    ($53,338)    $26,595
------
                          ===================================================



               See accompanying notes to the financial statements


<PAGE>
<TABLE>
<CAPTION>

                                 DIVEDEPOT.COM
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
        FOR THE PERIOD OF INCEPTION (DECEMBER 1, 1997 TO MARCH 31, 2000)

                                                Additional
                        Common       Stock      Paid-In         Income
                        Shares       Amount     Capital         (Loss)  Total
                        ------       ------     -------         ------  -----
<S>                     <C>         <C>         <C>             <C>         <C>

Issuance of shares of
common stock on Nov. 1,
1997 $.001 per share    1,022,987   1,023       -               -               1,023

Net (loss) from
inception on Dec. 1,
1997 through Dec. 31,
1997.                   -           -           -               (25,974)      (25,974)
                        ---------   ---------   ------------    --------      --------
Balance Dec. 31, 1997   1,022,987   1,023       -               (25,974)      (24,941)

Issuance of shares of
common stock on June 4,
1998 ro $.001 per share     2,964       3       -               -                   3

Issuance of shares of
common stock on July 2,
1998 for $1.43 per
share                       3,622       4       5,176           -               5,180

Net (loss) through
Dec. 31, 1998           -           -           -               (237,639)    (237,639)
                        ---------   ---------   ------------     --------    --------
Balance Dec. 31, 1998   1,029,573   1,030       5,176           (263,631)    (257,407)

Issuance of shares of
common stock on Feb.
15, 1999 for $.001
per share                  27,724      28       -               -                  28

Issuance of shares of
common stock Mar. 7,
1999 for $2.00 per
share                      50,000      50      99,950           -             100,000

Issuance of shares of
coommon stock on Mar.
24, 1999 for $2.00 per     10,000      10      19,990           -              20,000
share

Issuance of shares of
common stock on Mar.
29, 1999 for $2.00
per share                  50,000      50      99,950           -              50,000

Issuance of share of
coommon stock on Mar.
30, 1999 for $2.00
per share                  10,000      10      19,990           -              20,000

Issuance of share of
common stock on Mar.
31, 1999 for $7.934
per share                  20,000      20     158,680           -              40,000

Issuance of shares of
common stock on Apr.
1, 1999 for $.001
per share                  73,500      73       -               -                  73

Issuance of shares of
common stock on Apr.
6, 1999 for $2.00
per share                 122,500     122     244,878           -             245,000

<PAGE>


Issuance of shares of
common stock on June
9, 1999 for $.001 per
share                      10,000      10       -               -                  10

Issuance of shares of
common stock on Aug.
4, 1999 for $.001
per share                  23,000      23       -               -                  23

Issuance of share of
common stock on Aug.
31, 1999 for $2.00
per share                 325,000     325     649,675           -             650,000

Issuance of shares of
common stock on Aug.
31, 1999 for $2.00
per share                  80,000      80                       -             634,408

Net (loss) through
Dec. 31, 1999           -               -       -               (362,943)    (362,943)
                        ----------   --------   ----------      ---------    --------

Balance Dec. 31, 1999   1,831,297   1,831       1,932,596       (626,556)   1,307,874

Issuance of shares of
common stock on Feb.1,
2000 for $2.00 per
share                     100,000     100         199,900       -             200,000

Issuance of shares of
common stock Mar. 1,
2000 for $2.00            100,000     100         199,900       -             200,000

Treasury stock
purchased                 (12,500)      -       -               -           -

Net income(loss) for
period through Mar.
31, 2000                -               -       -               (214,350)    (214,350)


Cumulative Balance
March 31, 2000           2,018,797   2,031      2,332,396       (840,906)   1,493,524

</TABLE>
<PAGE>








                       DIVEDEPOT.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      March 31, 2000 and December 31, 1999
                      (Expressed in United States dollars)

1.    INCORPORATION AND ACTIVITY

          DIVEDEPOT.COM,  Inc. (the  "Company") was  incorporated on December 1,
          1997  in the  State  of  Florida  (USA)  under  the  Florida  Business
          Corporation Act. During 1999 DIVEDEPOT.COM, Inc. changed its name from
          Baskin in the Sun,  International,  Inc. The principal activity of the
          Company is that of a holding  company.  The company has one  operating
          subsidiary, Baskin in the Sun LTD., of the British Virgin Islands.

2.       SIGNIFICANT ACCOUNTING POLICIES

         Basis of preparation
         --------------------

         The financial  statements  are prepared in accordance  with  accounting
         principles  generally  accepted in the United States of America and the
         significant accounting policies are as follows:

         Basis of consolidation
         ----------------------

         The consolidated  financial  statements  incorporate the results of the
         Company and its subsidiary.


         Inventory
         ---------

         Inventory is valued at the lower of cost and net realizable  value on a
         first in, first out basis.  Cost includes any  expenditure  incurred in
         bringing the inventory to its present  condition.  Net realizable value
         is the expected selling price less any associated selling costs.

         Fixed assets
         ------------

         Fixed assets are recorded at cost. Depreciation,  which is based on the
         cost of the asset,  is computed using the  straight-line  method at the
         following annual rates:

                             Compressor equipment                     15%
                             Computer equipment                       33 1/3%
                             Furniture & Fixtures                     15%
                             Machinery and other equipment            15%
                             Motor vehicles                           25%
                             Motor vessels                            15%
                             Rental equipment                         10%

         The cost of the website  will be  amortized  at 33 1/3% when it will be
         completed and satisfactorily brought on-line.


         Goodwill
         --------

         The goodwill  originated on purchase of the subsidiary and is amortized
         over 20 years commencing of January 1, 1998.

<PAGE>

         Income taxes
         ------------

          The Company is liable for income taxes at 22% of its operating  income
          and accounts for this using the  liability  method:The  subsidiary  is
          liable for income  taxes at 15% of its  operating  income and accounts
          for this using the liability method.

         Revenue recognition
         -------------------

         Diving and certification  income is recognized on the completion of the
         activity.  Merchandise  income is  recognized  when  items are sold and
         title has passed.

3.       ACCOUNTS RECEIVABLE

                                            March 31, 2000     December 31, 1999

                                             -------------       --------------
          Trade                               47,557              69,609
          Utility                              3,533               3,533
          Prepaid expenses                    13,946              11,559
                                             -------------       --------------
                                             $ 65,036           $ 84,701
                                             =============       ==============



4.       INVENTORY

                                                  3-31-00           12-31-99

                                             -------------       --------------
          Merchandise                             39,748              39,748
          Spares                                       0                   0
          Teaching materials                       3,121               3,071
          Fuel                                         -                   -
                                             -------------       --------------
                                              $   42,869         $    42,819
                                             =============       ============

<PAGE>


5.  FIXED ASSETS


<TABLE>
<CAPTION>

                       DIVEDEPOT.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            MARCH 31, 2000 AND 1999

FIXED ASSETS

<S>             <C>             <C>             <C>             <C>           <C>             <C>             <C>        <C>

                Compressor      Computer        Website         Furniture     Machinery &     Motor           Motor      Rental
                Equipment       Equipment                       & Fixtures    Equipment       Vehicles        Vessels   Equipment

January 1, 2000 64,849          21,229          1,060,000       29,922          69,652          35,300          480,549   92,086
 Additions       4,966          0                 400,000       0               0               0               0          5,000
 Disposals      0               0               0               0               0               0               0         0
                --------        --------        --------        --------        --------        --------        -------- --------
March 31, 2000  69,815          21,229          1,460,000       29,992          69,652          35,300          480,549  97,086

Accumulated
Depreciation

January 1, 2000 51,222          12,798          0               21,123          37,984          35,300          213,523  58,482
Charge for the
 Quarter         1,850           1,770          0                   949          1,623          0                18,021   2,428
Disposals       0               0               0               0               0               0               0         0
                --------        --------        --------        --------        --------        --------        -------- --------
March 31, 2000  53,072          14,566          0               22,072          39,598          35,300          231,544  60,890
                --------        --------        --------        --------        --------        --------        -------- --------
Net Book
Value

March 31, 2000 16,743            6,663          1,460,000        7,850          30,058          0               249,005   36,196
               --------         --------        --------        --------        --------        --------        --------   --------
Dec. 31, 2000   13,627           8,433          1,060,000       8,799           31,688          0               267,026   33,624
</TABLE>


<PAGE>


6.   GOODWILL

                                                 2000                   1999
                                                   ----                   ----


Goodwill                                          736,226               736,226
Amortization of goodwill                          (92,028)              (73,622)
                                                 ---------              --------

                                               $  644,198            $  662,604
                                              ================     =============


7.   BANK OVERDRAFT

     The bank  overdraft is secured by a charge on the assets of the  subsidiary
     company and bears interest at 11% annum.



8.    BANK LOAN

     The bank loan bears interest at 2.5% above Barclays Bank Prime Rate, and is
     repayable over a maximum of three years. The loan is secured by a debenture
     registered over the subsidiary company's assets.


                                                      2000                 1999
                                                ----------            ----------

         Bank loan is secured by a charge over
         the assets of the subsidiary company.
         The loan bears interest at 2.5% above
         Barclays prime rate and is repayable        1,848                3,732
         by June 2000, in monthly installments
         of $655 including interest.

            Less:  current portion                  (1,848)              (3,732)

                                               ------------         ------------


                                           $             -        $            -
                                            ===============       ==============




9.      RELATED PARTY LOANS
                                             March 31, 2000       Dec. 31, 1999
                                          ----------------------------------

         Related party loan which bears
         interest at 3% over New York
         prime rate.  It is repayable in            259,122         275,316
         monthly installments of $4,583.00.

         Related party loan which is
         unsecured bears no interest
         and has no fixed terms of
         repayment. It is not expected
         to be repaid within the next
         year.                                      183,714          79,867

         Unsecured loan which bears
         interest at 8% per annum.
         It is repayable in quarterly
         installments of $560.                       28,000          28,000
                                                  ---------       ----------
                                                 470,836.00      383,183.00

         Less:  Current portion                     211,714        (107,867)
                                                  ----------      ----------
                                                   $259,122        $275,316

<PAGE>

10.     SHARE CAPITAL
                                             March 31, 2000    December 31, 1999
                                             -----------------------------------
         Authorized
         50,000,000 Ordinary shares of           $50,000        $50,000
         $0.001 par value each

         Issued and fully paid
         2,031,297 (12/31/99 - 1,831,297)          2,031         $1,831
         Ordinary shares

                                             March 31, 2000    December 31, 1999
                                             -----------------------------------
         Stock options to the website suppliers
         Options exercisable at $2.00 per
         share                                  250,000         250,000



11.   STOCK PLAN

         The Group has  established an informal Stock Plan (the "Plan")  whereby
         it grants ordinary shares of the Company to employees who have at least
         one year's service and have benefited the Group. The Plan provides that
         employees are chosen by the Group's  Chairman and approved by the Board
         of Directors based on performance and dedication.

12.   STOCK OPTIONS

         During 1999,  the Group granted stock options on 250,000  shares of the
         Company to software  developers as part of the  compensation  to design
         and  develop a  corporate  website  on behalf of the  Group.  The stock
         options are  exercisable  at $2.00 per share  within a five year period
         from the date of grant. None of the options were exercised during 1999,
         or the first three months of 2000.

13.   INCOME TAXES

         The Company has  $753,732 of  estimated  tax losses  which it can carry
         forward and be set off against future income.


14.   LEASE COMMITMENTS

         The Group has various  lease  commitments  in respect of its  premises.
         Future  lease  payment will total  $138,906,  including  the  following
         amounts over the next three years.

<PAGE>




                          December 31, 1999                     Commitment
                          ------------------------------------------------------
                          2000                                 $   68,027
                          2001                                     48,844
                          2002                                     22,035

     In addition to the above there is also a lease  agreement with Peter Island
     Resort. In accordance with this lease the Company must pay 15% of the total
     of all goods and services billed to guests of Peter Island.  During the 1st
     quarter  2000,  the Company paid -0- (Total 1999 - $10,332) to Peter Island
     Resort. The lease was issued in April 1999 and will expire in 2 years.


15.   INFORMATION ON SUBSIDIARY


                       PLACE OF                 DATE OF         PORTION OF
      NAME             INCORPORATION          INCORPORATION   VOTING SHARES HELD
      ----            -------------           -------------   ------------------


Baskin in the      British Virgin             May 2, 1972         100%
Sun Limited        Islands

16.   CONTINGENCIES

     Divedepot.com,  Inc. is defendant in a legal  action.  The  Plaintiffs  are
     seeking  relief for an alleged  breach of  contract,  fraud,  and have also
     requested  constructive  trust to be imposed by the Court.  The Company has
     vigorously   defended  the  action  and  believes  the  action  is  without
     foundation. Due to a lack of record activity and of prosecution on the part
     of the Plaintiffs for  approximately  one year, the Company will be seeking
     to dismiss the action.  In the event that the  Plaintiffs  were  ultimately
     successful,  the Company could  potentially  sustain a judgment,  exceeding
     $217,000 plus interest.

17.   COMPARATIVES

     Certain  comparative  figures  have been  reclassified  to conform with the
     current year's presentation.


<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000.

IMPORTANT NOTE ABOUT FORWARD LOOKING STATEMENTS

     This  Report  contains  forward  looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  Predictions  of future events are  inherently  uncertain.
Actual  events  could  differ  materially  from those  predicted  in the forward
looking  statements due to a number of factors  including but not limited to the
risks set forth in the following discussion.

THE  FOLLOWING  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH THE  UNAUDITED
INTERIM  CONDENSED  FINANCIAL  STATEMENTS AND RELATED NOTES THERETO  INCLUDED IN
PART 1- ITEM 1 OF THIS REPORT AND DIVEDEPOT.COM'S AUDITED CONSOLIDATED FINANCIAL
STATEMENTS



RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2000 COMPARED TO THE
SAME PERIOD IN 1999

     The Company had revenues for the three month period of $299,901 in 2000 and
$481,947 in 1999. The cost of sales in the period in 2000 was $156,405  compared
to  $128,524  in 1999.  The gross  profit  was  $143,496  in the  period in 2000
compared to $353,423 in the period in 1999. The operating expenses in the period
in 2000  decreased to $348,643  compared to $425,462 in the period in 1999.  The
net loss in the period in 2000 was ($214,350) compared to ($84,923)in 1999.

     DiveDepot.Com  has incurred net losses and  experienced  negative cash flow
from operations  since inception  through the end of the period ending March 31,
2000.  There can be no  assurance  that the  company  will be able to achieve or
sustain  revenue  growth,  profitability  or  positive  cash  flow on  either  a
quarterly or an annual basis.

     REVENUE.  Revenue totaled $299,901 for the three months ended March 31,
2000  compared to $481,947 in the period in 1999.

     COST OF REVENUE.  Cost of Sales totaled  $156,405 (or 52% of sales) for the
three  months  ended March 31, 2000  compared to $128,524 in the period in 1999.
Cost of sales consists  primarily of costs to provide travel related services to

<PAGE>

clients;  the costs of  merchandise  sold in the  retail  stores  and to a minor
extent  the  costs  of  fuel  and  training  materials  sold to  third  parties.
Management  believes  that there is  significant  room for reducing the relative
cost of travel  services and retail  merchandise as volumes  increase and buying
power is more  firmly  established.  Management  has reduced  substantially  the
inventory  carried  over the last three  years and  streamlined  the  purchasing
operations.

     OPERATING  EXPENSES  (Including   Marketing,   Sales  and  Administration).
Operating  expenses  totaled  $348,643 for the three months ended March 31, 2000
compared to $425,462 in the period in 1999. Operating expenses include all costs
of salaries,  rent,  utilities,  repairs, fuel and all costs associated with the
ongoing dive operations in the British Virgin Islands.  Dive operations expenses
are high as a  percentage  of sales and  significant  economies  of scale can be
achieved as diving activities increase. At present, infrastructure and equipment
is  in  place  within  the  companies  operations  in  the  BVI  to  accommodate
substantial additional business with only minor capital expenditures, marketing,
sales and  administration  expense  consists  primarily of  personnel  expenses,
accounting,  legal  expenses  and  marketing  development,  promotion  and sales
activities,  including salary and commissions,  costs of marketing  programs and
the cost of attending various dive shows and travel trade shows. These costs are
mostly born by the parent company located in Miami. This expenditure  reflects a
substantial investment in the Internet systems, customer support,  marketing and
sales  organizations  necessary to support the company's expanded customer base.
Management expects marketing, sales and administration  expenditures to continue
to  increase  in dollar  amount,  but to decline  as a  percentage  of  revenue.
Specifically,  the administrative infrastructure of DiveDepot.Com is designed to
anticipate future travel,  and merchandise sales that have not yet occurred.  As
these sales occur,  administrative  expenses will not increase substantially and
will  decline  as a  percentage  of  revenue.  The  company  has  also  incurred
significant  administrative  costs in fulfilling its  regulatory  obligations in
preparation  for and as a potential  public  entity.  Management  expects  these
expenses to remain  constant and  therefore  decline as a percentage of revenue.
Together,   therefore,   management   anticipates  that  marketing,   sales  and
administrative  expenses  will  increase  somewhat  more  modestly  than  in the
previous quarter of the last fiscal year, but decline sharply as a percentage of
revenue  as sales of travel and  merchandise  increase.

     NET LOSS.  DiveDepot.Com  had a loss of  approximately  ($214,350)  for the
three  months  ended March 31, 2000 as compared to a loss of  ($84,923)  for the
three months ended March 31, 1999.  NET LOSS per share was ($.11) in the quarter
in 2000 and ($.053) in 1999.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     To date, the company has satisfied its cash requirements  primarily through
debt, the sale of capital stock and through  operating  revenues.  The company's
principal  uses of cash are to fund  working  capital  requirements  and capital
expenditures and to service its vendor,  payroll and professional  expenses. Net
cash used in  operating  activities  for the  period  ended  March 31,  1999 was
$10,999.  The amount of cash used in  operating  activities  in this  period was
primarily  impacted by the increased costs of Miami operations.  Additional cash
expenditures  were caused by  increased  costs in  anticipation  of the Internet
development  program and the  expansion  of  management,  sales,  marketing  and
organizational infrastructure.

     For the period  ended March 31,  2000,  $281,768  cash was  generated  from
financing  activities.  At  March  31,  2000,  the  company  had  cash  and cash
equivalents of $138,287.

     Net cash used in operating  activities for the three months ended March 31,
2000 was approximately  $142,200.  Net cash used in operating  activities in the
fiscal year ending  December 31, 1999 was  $395,681.  The amount of cash used in
operating  activities  in both periods was  primarily  impacted by the increased
costs of consolidating  operations and expenses associated with opening new dive
operations  at Peter  Island in the  British  Virgin  Islands.  Additional  cash
expenditures  were caused by increased  costs in  supporting  the  DiveDepot.Com
Internet  development  program and the expansion of DiveDepot.Com's  management,
sales, marketing and organizational infrastructure.


NEED FOR ADDITIONAL FINANCING

     The Company may not have  capital  sufficient  to meet the  Company's  cash
needs, when compared to its historical  operating losses.  The Company will have
to seek loans or equity placements to cover such cash needs.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

<PAGE>

                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

         The Company is a party to only one legal action.  That action is in the
Circuit Court for Miami - Dade County, Florida,  Plaintiff,  the firm of Marc M.
Harris, on behalf of others has alleged breach of contract,  fraud,  conversion,
and  constructive  trust.  The total  amount of the claim by the firm of Marc M.
Harris is recorded as long-term debt on the company books and audited statement.
This debt was  acquired  in the  acquisition  of all  liabilities  and assets of
Baskin In The Sun  International,  S.A. The Company is vigorously  defending the
action and  believes  the action is without  foundation  because  the  Plaintiff
offset  accounts  containing  funds of  Defendant  in  similar  amounts to those
claimed. In the event Plaintiff were fully successful, Defendant could sustain a
judgment exceeding $217,000,  plus interest,  which could have a material impact
on the Company.  The Company will be filing a counter  claim that in  settlement
can only reduce the  liabilities of the company as they currently  stand and not
further worsen or negatively impact the corporation.

Item 2. Changes in Securities and Use of Proceeds.

The company issued 200,000 shares of common stock in a private  placement exempt
under Section 4 (2) and 4 (6) of the Securities Act of 1933 in this quarter. The
proceeds  to the  company  were  $200,000  which  was  used to  fund  continuing
operations.

Item 3. Default upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of secutity holders during the quarter.

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K

A. Exhibits.

   27    Financial Data Schedule

B. Form 8-K.

   None

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  undersigned  have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              DIVEDEPOT.COM, INC.

Dated: October 2, 2000                          By: /s/ Norbert D. Weller
                                                  -----------------------------
                                                  Norbert D. Weller,
                                                  Chief Executive Officer