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: June 30, 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 June 30, 2000, 2,031,297 shares of common stock were outstanding.

Transitional Small Business Disclosure Format: Yes      No  X


<PAGE>
<TABLE>
<CAPTION>


                                                    PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements




                       DIVEDEPOT.COM, INC. AND SUBSIDIARY
                                  BALANCE SHEET
                     AS OF JUNE 30, 2000 AND MARCH 31, 2000

                                                                          ASSETS
                                                                          ------
<S>                                                                                          <C>        <C>

                                                                                          JUNE 30         DECEMBER 31
CURRENT ASSETS                                                                               2000           1999
--------------                                                                               ----           ----


            Cash                                                                               $ 84,240   $   15,410
            Accounts Receivable (Note 3)                                                         49,042       84,701
            Inventory           (Note 4)                                                         42,869       42,819
                                                                                               ----------     ----------
                        Total Current Assets                                                    176,151      142,930

FIXED ASSETS                         (Note 5)                                                 1,759,837    1,423,190

GOODWILL                             (Note 6)                                                   644,198      662,604
                                                                                               ----------     ---------

                        TOTAL ASSETS                                                         $2,580,186   $2,228,731
                                                                                               =========================



                                             LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES

            Bank Overdraft           (Note 7)                                                  $   52,482   $   68,748
            Accounts Payable                                                                      592,079      464,196
            Customer Deposits                                                                       1,359        1,000
            Bank Loan                (Note 8)                                                           0        3,732
            Related Party Loans      (Note 9)                                                     205,791      107,867
                                                                                                 ----------    --------
                                                       Total Current Liabilities                  851,711      645,543
                                                                                                 ----------    --------
               See accompanying notes to the financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                           <C>            <C>

LONG TERM LIABILITIES

            Bank Loan                                                                                  --             --
            Related Party Loans                                                                   242,927        275,316
            Bonds Payable                                                                         254,000             --
                                                                                                  ------------------------
                                                     Total Long Term Liabilities                  496,927        275,316
                                                                                                  ------------------------
                        TOTAL LIABILITIES                                                       1,348,638        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
            June 30 , 2000 and  1,831,297 as of December 31, 1999
            Additional paid in capital                                                          2,332,396      1,932,957
            Retained earnings                                                                  (1,052,879)      (626,556)
            Less: Treasury stock (12,500 shares)                                                  (50,000)            --
                                                                                                ---------------------------
                        Total Stockholders' Equity                                              1,231,548      1,307,872
                                                                                                ---------------------------

                        TOTAL LIABILITIES AND EQUITY (DEFICIT)                                $ 2,580,186    $ 2,228,731
                                                                                                ===========================

</TABLE>

                  See accompanying note to financial statements

<PAGE>
<TABLE>
<CAPTION>
                                                  DIVEDEPOT.COM, INC. AND SUBSIDIARY
                                                 CONSOLIDATED STATEMENT OF OPERATIONS
                                          FOR THE THREE MONTHS ENDING JUNE 30, 2000 AND 1999,
                                           THE SIX MONTHS ENDING JUNE 30, 2000 AND 1999 AND
                                          FROM INCEPTION (DECEMBER 1, 1997) TO JUNE 30, 2000



                                THREE MONTHS     THREE MONTHS      SIX MONTHS       SIX MONTHS
                                ENDING           ENDING            ENDING           ENDING
                                JUNE 30          JUNE 30           JUNE 30          JUNE 30       FROM
                                  2000              1999              2000             1999       INCEPTION
                           ------------------------------------------------------------------------------------------
<S>                             <C>              <C>             <C>            <C>            <C>

SALES                           $   271,116       $206,549       $   571,017    $   688,495    $ 3,163,443


COST OF SALES                   $   112,026       $ 55,082       $   268,431    $   183,606    $ 1,699,919
                                    ----------------------------------------------------------------------

GROSS PROFIT                    $   159,090       $151,467       $   302,586    $   504,889    $ 1,463,524


OPERATING EXPENSES                  406,564       $182,341           755,207        607,802      2,469,079

AMORTIZATION OF GOODWILL              9,203       $  5,522           18,406         18,406         92,028
                                    ----------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME
TAXES AND EXTRAORDINARY ITEMS      (256,677)     ($ 36,396)        (471,027)      (121,319)    (1,097,583)
                                    ----------------------------------------------------------------------

EXTRAORDINARY ITEM:  GAIN ON
SALE OF FIXED ASSETS                 44,945              0          44,945                0         44,945

INCOME TAXES                              0              0                 0              0              0
                                    ---------------------------------------------------------------------

NET INCOME (LOSS)               $  (211,731)     ($ 36,396)      $  (427,082)   $  (121,319)   $(1,052,636)
                                    ======================================================================

         Weighted Average         1,956,297      1,956,297        1,956,297      1,280,315
         Number of Shares

         Basic EPS              $    (0.108)      $  (.019)      $    (0.21)    $   (0.095)

</TABLE>

               See accompanying notes to the financial statements


<PAGE>
<TABLE>
<CAPTION>

                                                     DIVEDEPOT.COM AND SUBSIDIARY
                                                         STATEMENT OF CASH FLOWS
                                                         STATEMENT OF OPERATIONS
                                          FOR THE THREE MONTHS ENDING JUNE 30, 2000 AND 1999,
                                             THE SIX MONTHS ENDING JUNE 30, 2000 AND 1999
                                           FROM INCEPTION (DECEMBER 1, 1997) TO JUNE 30,2000
<S>                                                       <C>             <C>              <C>          <C>             <C>

                                                             THREE MONTHS    THREE MONTHS    SIX MONTHS      SIX MONTHS
                                                             ENDING          ENDING          ENDING          ENDING
                                                             JUNE 30         JUNE 30         JUNE 30         JUNE 30      FROM
                                                             2000            1999            2000            1999         INCEPTION
-------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (FOR)
OPERATING ACTIVITIES
         Net Income (Loss)                                     (211,731)    (36,396)         (426,081)        (121,319)   (840, 906)

Adjustments for items not involving the movement of cash:

   Receivables - related parties
   Accounts Receivable                                      $    15,995    $   7,927        $  35,659    $    26,423    ($   65,037)
   Depreciation                                             $    26,477    $  27,591        $  53,126    $    55,182     $  225,383
   Inventory                                                       --     ($   8,360)      ($      50)  ($    27,865)   ($   42,869)
   Accounts Payable                                         $   111,199    $   4,493        $ 127,883    $    14,977     $  528,691
  Customer Deposits                                         $       359    $     300        $     359          $1000    ($   29,354)
  Amortization of Goodwill                                  $     9,203    $   9,203        $  18,406    $    18,406    $    82,825
  Gain On Sale of Fixed Assets                                ( $44,945)          --       ($  44,945)            --    $     4,291
  Other                                                    ($    16,954)          --       (   16,954)            --    $     1,999
                                                           -------------------------------------------------------------------------
Total adjustments to net income                             $   101,334    $  41,154        $ 173,484    $    88,123    $   705,929

Net cash provided by (used in)
operating activities                                       ($   110,397)   $   4,758       ($ 252,597)  ($    33,196)  ($   134,977)

CASH FLOWS FROM (FOR)
INVESTING ACTIVITIES
   Proceeds from Sale of Fixed Assets                       $    60,000                     $  60,000
   Purchase of Subsidiary (net of cash acquired)                                                                        ($1,041,013)
   Purchase of Fixed Assets                                (    $40,167)  ($ 312,753)      ($  50,133)   ($1,042,510)   ($1,331,400)
                                                           -------------------------------------------------------------------------
   Net cash provided by (used in)
   operating activities                                     $    19,833   ($ 312,753)       $   9,867    ($ 1,042,510)  ($2,372,413)
</TABLE>
               See accompanying notes to the financial statements

<PAGE>
<TABLE>
<CAPTION>



CASH FLOWS FROM (FOR)
INVESTING ACTIVITES
<S>                                                        <C>            <C>              <C>           <C>           <C>

   Purchase of treasury stock                                                              ($   50,000)                ($    50,000)
   Proceeds from bank loan                                                                                                   17,109
   Repayment on bank loan                                                                                ($     2,146) ($    13,366)
   Proceeds from loan
   Repayment on loan                                       ($    1,847)   ($     844)      ($    3,732)                ($     1,885)
   Proceeds from sale of shares                                            $ 340,500                      $ 1,135,000   $   340,595
   Contributed Surplus                                                                                                  $ 1,595,869
   Share split                                                                                                         ($     2,036)
   Related party loans                                     ($   22,118)    $   5,245        $   65,535    $    17,484   $   423,014
   Proceeds from issuance
   of bonds pay                                             $    8,000            --        $  254,000                  $   246,000
   Deferred Costs                                                         ($   3,231)                    ($    10,770)  $    30,354
   Add'l paid in capital
   Net cash provided by (used in)
   Investing activities                                    ($   15,965)    $ 341,870        $  265,803    $ 1,139,568   $ 2,585,654

CASH RECONCILIATION

    Net increase (decrease)
    in cash                                                ($  106,529)    $  33,876        $   23,073    $    63,862   $    78,264
    Beginning cash balance                                  $  138,287    ($  11,881)       $   84,949   ($    41,867) ($    49,669)
                                                            ------------------------------------------------------------------------
CASH BALANCE AT END
OF PERIOD                                                   $    31,758    $  21,995        $   108,022   $    21,995   $    28,595
                                                            ========================================================================

</TABLE>

               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 JUNE 30, 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                        1023          --            --          1023

Net (loss) from inception
on Dec 1, 1997 through
Dec 31, 1997                                                                             (25,974)      (25,974)

Balance December 31,1997       1,022,987                        1023                     (25,974)      (24,951)

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

Issuance of shares of
common stock on July 1,
1998 for $1.43 per share           3,622                           4         5,176          --            5180

Net (loss) through
December 31, 1998                                                                       (237,639)     (237,639)
                                  ----------                   ----------    ----------  ----------    ----------
Balance December 31, 1998      1,029,573                        1030         5,176      (263,613)     (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 on March 7,
1999 for $ 2.00 per share         50,000                          50        99,950          --         100,000

Issuance of shares of
common stock on March 24,
1999 for $ 2.00 per share         10,000                          10        19,990          --          20,000

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

Issuance of share of
common stock on March 30,
1999 for $ 2.00 per share         10,000                          10        19,990          --          20,000

Issuance of shares of
common stock on March 31,
1999 for $ 7.934 per share        20,000                          20       158,660          --          40,000

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

Issuance of shares of
common stock on April 6,
1999 for $ 2.00 per share        122,500                         122       244,878          --         245,000
</TABLE>
               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 JUNE 30, 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 June 9,
1999 for $ .001 per share          10,000              10                                                     10

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

Issuance of shares of
common stock on August 31,
1999 for $ 2.00 per share         325,000             325                   649,675                      650,000

Issuance of shares of
common stock on August 31,
1999 for $7.93 per share           80,000              80                   634,328                      634,408

Net (loss) through
December 31, 1999                                                                       (362,943)       (362,943)
                                 ---------------------------------------------------------------------------------
Balance December 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 on March 1,
2000 for $ 2.00 per share         100,000             100                   199,900                      200,000

Treasury stock purchased          (12,500)

Net income(loss) for period
through March 31, 20000                                                                 (214,350)       (214,350)

Net income (loss) for period
through June 30, 2000                                                                   (211,731)       (211,731)

Cumulative Balance,
June 30, 2000                   2,018,797           2,031                 2,332,396   (1,052,637)      1,281,793

</TABLE>
<PAGE>








                       DIVEDEPOT.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      June 30, 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. It owns a subsidiary, Baskin in
          the Sun LTD.

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

                                            June 30, 2000      March 31, 1999

                                             -------------       --------------
          Trade                               26,461              47,557
          Utility                              3,533               3,533
          Prepaid expenses                    19,048              13,946
                                             -------------       --------------
                                             $ 49,042           $ 65,036
                                             =============       ==============



4.       INVENTORY

                                             June 30, 2000       March 31, 2000

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


<PAGE>
<TABLE>
<CAPTION>


                                                  DIVEDEPOT.COM, INC. AND SUBSIDIARY
                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                        JUNE 30, 2000 AND 1999

5.  FIXED ASSETS
<S>                          <C>          <C>          <C>        <C>        <C>          <C>      <C>      <C>        <C>

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

       March 31,2000            64,815       21,229     1,460,000   29,922     69,652     35,300   480,549    92,086   2,263,553
         Additions               1,357           0         25,000    1,476      1,476        0       1,550    10,550      41,400
         Disposals                 0             0           0         0           0         0     119,415      0        119,415
                             ------------ ------------ ---------- ---------  ----------   ------   -------   -------   ---------
       June 30, 2000            71,172       21,229     1,485,000   31,389     71,128     35,300   362,684   107,636   2,185,538


  Accumulated Depreciation

       March 31, 2000           53,072       14,566         0       22,072     39,596     35,300   231,544    60,890    457,040
   Charge for the Quarter        1,869        3,067         0        1,122      1,340        0      16,528     2,550     26,476
         Disposals                0             0           0         0           0          0      87,832      0        87,832
                              ----------   ----------   --------   --------  ----------   -------  -------   --------  ---------
       June 30, 2000            54,941       17,633         0       23,194     40,936     35,300   160,240    63,440    395,684
                                ----------   ---------- ----------   -------   ----------  ------- ---------  --------  -------
       Net book value

       June 30, 2000            16,231        3,596     1,485,000   8,195      30,192        -     202,444    44,196   1,789,854
                              ---------     --------     -------   -------    ---------   ------   -------    ------    -------

       March 31, 2000           16,743        6,663     1,460,000   7,850      30,056              249,005    36,196   1,806,514

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

</TABLE>

<PAGE>



6.   GOODWILL

                                                June 30, 2000     March 31, 1999
                                                -------------     --------------


Goodwill                                          736,226               736,226
Amortization of goodwill                          (92,028)              (82,825)
                                                 ---------              --------

                                               $  644,198            $  653,401
                                              ================     =============


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.


                                               June 30, 2000      March 31, 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        0                   1,847
         by June 2000, in monthly installments
         of $655 including interest.

            Less:  current portion                   0                  (1,847)

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


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




9.      RELATED PARTY LOANS
                                            June 30, 2000       March 31, 2000
                                          ----------------------------------

         Related party loan which bears
         interest at 3% over New York                242,927    259,122
         prime rate.  It is repayable
         in monthly installments of
         $4,583.00 plus interest.

         Related party loan which is
         unsecured bears no interest                 177,791    183,174
         and has no fixed terms of
         repayment.  It is not expected
         to be repaid within the next
         year.

         Unsecured loan which bears
         interest at 8% per annum. It                 28,000     28,000
         is  repayable in quarterly
         installments of $560.                     ----------   ----------
                                                     448,718    470,836

         Less:  Current portion                     205,791     211,714
                                                  ----------    ----------
                                                   $242,927     $259,122

<PAGE>

10.     SHARE CAPITAL
                                            June 30, 2000    March 31, 2000
                                             -----------------------------------
         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

                                             June 30, 2000    March 31, 2000
                                             -----------------------------------
         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 six months of 2000.

13.   INCOME TAXES

         The Company incurred $211,731 of estimated tax losses during the three
         months ended June 30, 2000 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 PERIOD ENDED JUNE 30, 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 JUNE 30, 2000 COMPARED TO THE
SAME PERIOD IN 1999

     The Company had  revenues  for the three month  period of $271,116 in 2000,
compared  to  $206,549  in 1999.  The cost of  sales in the  period  in 2000 was
$112,026 and in 1999 cost of sales was $55,082. The gross profit was $159,090 in
the period in 2000 compared to $151,467 in 1999.  The operating  expenses in the
period in 2000 increased to $406,564 from $182,341 in 1999 . The net loss in the
period in 2000 was ($256,677) compared to ($36,396) in the period in 1999.

     COST OF REVENUE.  Cost of Sales totaled  $112,026 (or 41% of sales) for the
three  months  ended June 30, 2000  compared  to $55,082 in 1999.  Cost of sales
consists  primarily of costs to provide travel related services to clients;  the
costs of  merchandise  sold in the retail stores and to a minor extent the costs
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  increases  and  buying  power  is more  firmly
established. Management has reduced substantially the inventory carried over the
last three years and streamlined the purchasing operations.

<PAGE>

OPERATING EXPENSES.  (Including Marketing, Sales and Administration).  Operating
expenses totaled $406,564 for the three months ended June 30, 2000,  compared to
$182,341 in 1999.  Operating expenses include all 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 consist 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. 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  percentage  of  revenue as sales of travel and
merchandise  increase.  Operating  loss for the period in 2000 was ($256,677) as
compared to ($36,396) in 1999 for the quarter.

     NET LOSS.  DiveDepot.Com  had a loss of  approximately  ($211,731)  for the
quarter  June 30, 2000 after an  extraordinary  gain on sale of fixed  assets of
$44,945. Net loss for the quarter in 1999 was ($36,396).

 RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2000

     The company had sales  revenues of $571,017 in the period in 2000  compared
to $688,495 for the period in 1999.

<PAGE>

     COST OF REVENUE.  Cost of Sales totaled  $268,431( or 41% of sales) for the
period in 2000 compared to $183,605 in 1999. Cost of sales consists primarily of
costs to provide  travel related  services to 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.

     OPERATING  EXPENSES  (Including   Marketing,   Sales  and  Administration).
Operating  expenses  totaled  $755,207  for the six month  period ended June 30,
2000,  compared  to $607,802 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.

     The company had a loss on  operations of ($471,027) in the six month period
in 2000, as compared to a loss of ($121,319) in the same period in 1999.

     The company had an  extraordinary  gain of $44,945 in the second quarter of
2000 which reduced the net loss for the six month period to ($427,082)  compared
to ($121,319) in loss for the same period in 1999.

     The loss per share for the six month period in 2000 was ($.21) and in 1999,
it was  ($.095).  Losses can be expected to continue as the company  attempts to
expand its business.

     Management  believes  that  period-to-period  comparisons  of its financial
results  should  not be relied  upon as an  indication  of  future  performance.
DiveDepot.Com  may  experience  significant  period-to-period   fluctuations  in
operating   results   depending   upon  factors  such  as  the  success  of  the
DiveDepot.Com's  efforts to expand sales and  implement  its Internet  marketing
programs  and mix of products  and  services  and changes in, and the timing of,
expenses relating to development and sales and marketing. Other factors that may
contribute to variability of operating results include the timely deployment and
implementation  of  expansion  of the  DiveDepot.Com  outside  sales  network or
internal direct marketing capability, changes in demand for sport diving travel
and related  products and services,  the cyclical nature of marine  expenditures
and the overall health of the regional and international economy.

<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.

CASH FLOWS

     Net cash used in operating  activities  for the three months ended June 30,
2000 was approximately $110,397. The amount of cash used in operating activities
in the period was primarily  impacted by the increased  costs of operations  and
expenses  associated with commencement  opening the new dive operations at Peter
Island.   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 does not have capital  sufficient  to meet the  Company's  cash
needs,  which remain critical due to continuing  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.


<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 stocks in a private placement exempt
under Section 4 (2) and 4 (6) of the Securities Act of 1933. 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 security holders during the quarter.

Item 5. Other Information.

NORBERT  D.WELLER,  age 55 was appointed as  President,  CEO and Director of the
company in April 2000. Mr. Weller has a BS in Business Administration from State
University  of New York at Buffalo  (1972) and MBA course work  1973-75 at State
University of New York at Buffalo.  From 1992-98 he was employed by Resorts USA,
a division of the Rank Group,  first as a Vice  President-Administration  and in
1997 promoted to Executive Vice  President.  Mr. Weller was employed by Marriott
In-Flite Services as Senior Vice President from 1988-1990.  From 1990 to 1992 he
was an independent writer and consultant for business management.

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