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**SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB**

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

                  For the quarterly period ended March 31, 2003

                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15d
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from: ____________ to ____________

                             Commission file number:
                                   33-55254-26

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

                      **NEVADA                          87-0438640**
           (State or other jurisdiction of          (IRS Employer
            incorporation or organization)        Identification No.)

                         **SEAVIEW VIDEO TECHNOLOGY, INC.
                              200 MADONNA BOULEVARD
                             ST.PETERSBURG, FL 33701

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

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15d of the Securities and Exchange Act of 1934
during the preceding 12 months (or 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.
                                                                [X] Yes   [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date.

Total number of shares of Common Stock, as of May 17, 2003: 46,983,989

                                       1

                         SEAVIEW VIDEO TECHNOLOGY, INC.

                                      INDEX

Part I.  FINANCIAL INFORMATION                                           Page No.

         Item 1. Financial Statements

                        Seaview Video Technology, Inc. Condensed
                        Balance Sheets.......................................F-3

                        Seaview Video Technology, Inc. Condensed
                        Statements of Operations (Unaudited)...........F-4 - F-5

                        Seaview Video Technology, Inc. Condensed
                        Statements of Cash Flows (Unaudited).................F-6

                        Seaview Video Technology, Inc. Notes to
                        Condensed Financial Statements March 31,
                        2002 and 2001 (Unaudited).....................F-7 - F-13

         Item 2. Management's Discussion and Analysis or Plan
                 of Operations.................................................3

         Item 3. Controls and Procedures......................................13

Part II. OTHER INFORMATION

         Item 1. Legal Proceedings............................................19

         Item 2. Changes in Securities and use of Proceeds....................20

         Item 3. Defaults Upon Senior Securities..............................21

         Item 4. Submission of Matters to a Vote of Security Holders..........21

         Item 5. Other Information............................................21

         Item 6. Exhibits and Reports on Form 8-K.............................21

Signatures....................................................................22

Certifications................................................................22

                                       2
**PART I.  FINANCIAL INFORMATION****Item 1.  Financial Statements

                         **SEAVIEW VIDEO TECHNOLOGY, INC.
                            CONDENSED BALANCE SHEETS

                                     ASSETS**

                                         March 31,
                                          2003                   December 31,
                                       (Unaudited)                   2002
Current assets:                    -------------------        -------------------
   Cash                            $             2,381        $            5,364
   Accounts receivable, net                     75,037                   139,282
   Accounts receivable, officer                 30,000                    30,000
   Inventories                                 240,499                   237,526
   Prepaid expenses                             41,856                    29,457
   Deferred finance costs                       43,726                   61,889
                                   -------------------        -------------------
     Total current assets                      433,499                   503,518

Intangible assets, net                       1,343,896                 1,396,218
Property and equipment, net                    254,463                   267,559
                                   -------------------        -------------------
     Total assets                  $         2,031,858        $        2,167,295
                                   ===================        ===================

                      **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**

Current liabilities:
   Accounts payable                $         1,059,325        $          887,353
   Accrued expenses                            456,169                   401,073
   Due to related parties                           -                     98,655
   Notes payable, related parties                   -                     30,000
   Convertible debentures                      637,876                   194,444
   Deferred revenue                            127,907                    47,407
   Litigation settlement                       300,000                   300,000
                                   -------------------        -------------------
     Total current liabilities               2,581,277                 1,958,932
                                   -------------------        -------------------
Commitments and contingencies (Note 13)             -                         -

Stockholders' equity (Deficit):
   Common stock, $.001 par value,
    authorized 100,000,000
    shares; 41,753,577 shares issued
     37,386,110 shares outstanding              42,107                    37,740
   Additional paid-in capital               11,535,435                11,364,844
   Treasury stock, at cost,
    353,575 shares                 (          277,757)        (          277,757)
-----------
   Unearned restricted stock
    compensation                   (          101,912)        (          146,659)
   Accumulated deficit             (       11,747,292)        (       10,769,805)
                                   -------------------        -------------------
   Total stockholders' equity      (          549,419)                   208,363
   (deficit)
     Total liabilities and
       stockholders' equity        $        2,031,858         $        2,167,295
       (deficit)                  ===================        ===================

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

                                      F-3

**SEVIEW VIDEO TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002**

                                               Three Months Ended
                                                    March 31,
                                          2002                       2001
                                   -------------------        -------------------
Net revenue                        $           345,601        $          126,616
Cost of goods sold                             262,833                    64,861
                                   -------------------        -------------------
            Gross profit (loss)                 82,768                    61,755
                                   -------------------        -------------------
Operating expenses:
   Salaries and wages                          220,825                   400,463
   Professional and consulting fees            140,253                   143,327
   Depreciation and amortization               130,318                   121,705
   Research and development                     53,866                   113,058
   Advertising and promotions                   30,204                   106,594
   Rent and utilities                           25,913                    32,432
   Other expenses                              144,298                    66,153
                                   -------------------        -------------------
     Total operating expenses                  745,677                   983,732
                                   -------------------        -------------------
Loss from operations               (          662,909)        (         921,977)

Interest expense                   (          281,108)                 -
                                   -------------------        -------------------
Loss before income taxes           (          944,107)        (         921,977)

Income tax (expense) benefit                       -                         -
                                   -------------------        -------------------
Net loss                           ($         944,107)        ($        921,977)
                                   ===================        ===================
Net loss per common share          ($                )        ($            .03)

Weighted average common shares
 outstanding, basic and diluted                                       29,765,289

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

                                      F-4

**SEAVIEW VIDEO TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                  (Unaudited)**

                                               Three Months Ended
                                                    March 31,
                                          2003                       2002
                                   ------------------         ------------------
Cash flows from operating
  activities:
   Net loss                        ($         977,487)        ($        921,977)
   Adjustments to reconcile net
    loss to net cash flows
     from operating activities:
       Depreciation                             15,496                    18,400
       Amortization of                         182,232                   137,515
                                                23,472                         -
       Accretion of debt discount              213,489                         -
       Stock-based compensation                  7,620                   342,791
       Changes in operating assets
        and liabilities:
         Accounts receivable                    64,245        (           1,512)
         Inventories               (            2,973)                    92,695
         Prepaid expenses          (           12,399)                    25,690
         Accounts payable                      171,972                    30,159
         Accrued expenses                      119,879                    32,504
         Deferred revenue                       80,500        (           1,164)
                                   ------------------         ------------------
Net cash flows from operating
  activities                       (          137,426)        (         244,899)
                                   ------------------         ------------------
Cash flows from investing
  activities:
   Purchases of property
    and equipment                  (            2,400)        (           5,613)
   Advances on note receivable                     -          (          74,439)
                                   ------------------         ------------------
Net cash flows from investing
   activities                      (            2,400)        (          80,052)

Cash flows from financing
   activities:
   Repayments of
   related parties                (           30,000)                      -

   Proceeds from factoring
     receivables                                                            -
   Proceeds from sales of
     common stock                                6,500                   227,500
       debentures                              248,998                    96,150
                                   ------------------         ------------------
Net cash flows from financing
 activities                                    136,843                   324,010
                                   ------------------         ------------------

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

                                      F-5

**SEAVIEW VIDEO TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                  (Unaudited)**

Net change in cash and
 cash equivalents                  (            2,983)        (             941)
Cash and cash equivalents
 at beginning of period                          5,364                     5,233
                                   -------------------        -------------------
Cash and cash equivalents
 at end of period                    $           2,381         $           4,292

                   NONCASH INVESTING AND FINANCING ACTIVITIES

                                               Three Months Ended
                                                    March 31,
                                          2003                       2002
                                   -------------------        -------------------

Conversion of convertible
 debentures to common stock        $            56,000        $          100,000
                                   ===================        ===================
Issuance of, stock for
 licensing rights                  $            37,500        $                -
                                   ===================        ===================
Issuance of, stock in connection
 with distributorship
  agreement                        $            25,000        $       -
                                   ===================        ===================
Issuance of stock for
 financing fees                    $            10,313        $       -
                                   ===================        ===================
Deferred finance costs
 funded through proceeds from
 convertible debentures            $             4,500        $       -
                                   ===================        ===================

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

                                      F-6

**SEAVIEW VIDEO TECHNOLOGY, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (Unaudited)

1.   Basis of presentation:**

     The Company's interim financial statements included  herein are unaudited
     and have been prepared in accordance with generally accepted accounting
     principles for interim financial information and with the instructions to
     Form 10-QSB. In the opinion of management, all adjustments considered
     necessary for a fair presentation of the results of operations and
     financial position have been included and all such adjustments are of a
     normal recurring nature. Operating results for the three month period ended
     March 31, 2003, are not necessarily indicative of the results that can be
     expected for a full fiscal year.

**2.   Liquidity and management's plan's:**

     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 $662,909 and $921,977 during the three months ended
     March 31, 2003 and 2002, respectively. In addition, during those quarters,
     the Company has used cash of $41,567 and $244,899 in its operating
     activities and has a net working capital deficiency of $2,115,539 at March
     31, 2003. 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 three months ended March
     31, 2003, the Company raised $300,000 from financing activities 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-7

**3.   Factored accounts receivable:**

     During the third quarter of 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.
     During the three months ended March 31, 2003, the Company received
     aggregate proceeds of $42,000 under the factoring arrangement, related to
     gross factored accounts receivable of $56,000. The Company is accounting
     for this accounts receivable factoring arrangement as a secured borrowing
     pursuant to SFAS No. 140, Accounting for Transfers and Servicing ofFinancial 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 $2,000 were incurred during the three months ended March
     31, 2003. There were only nominal factored accounts receivable outstanding
     as of March 31, 2003.

**4.   Intangible assets:**

     During the three months ended March 31, 2003, the Company issued 750,000
     and 500,000 shares of restricted common stock in conjunction with a
     licensing agreement and a distributorship agreement, respectively. The
     restricted common stock issued was valued based upon the trading market
     prices on the dates of issuance, or $37,500 and $25,000, respectively, in
     the aggregate. The fair value of the licensing rights and the
     distributorship agreement were capitalized as intangible assets and are
     being amortized over their estimated useful lives of five years.

     The Company recorded amortization expense of $111,697, $1,875 and $1,250,
     respectively, in connection with patents, licensing rights and the
     distributorship agreement for the three months ended March 31, 2003.

                                      F-8

**4.   Intangible assets (continued):**

     Intangible assets consist of the following at March 31, 2003:

                                               Security             Marine               DC
                                               Products            Products             Trans               Total
                                          ------------------  ------------------  ------------------  ------------------
       Patents                            $       1,427,813   $         741,148   $              -   $      2,168,961
       Licensing rights                              37,500                   -                  -             37,500
       Distributorship agreement                          -                   -             25,000             25,000
       Less: accumulated
         amortization                     (         584,096)  (         302,219)  (          1,250)  (        887,565)
                                          ------------------  ------------------  ------------------  ------------------
                                          $         881,217   $         438,929   $         23,750   $      1,343,896
                                          ==================  ==================  ==================  ==================
     Estimated future amortization is as follows:

         Year ending March 31,
                        2004                         $         459,288
                        2005                                   459,288
                        2006                                   403,445
                        2007                                    12,500
                        2008                                     9,375
                                                     ------------------
                                                     $       1,343,896
                                                     ==================
**5.   Notes payable, related parties:**

     Notes payable, related parties as of December 31, 2002 consisted 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 were repaid during the three months ended
     March 31, 2003.

                                      F-9

**6.   Convertible debentures:**

     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.

     During February 2003, the Company allocated the proceeds received from the
     third and final traunch 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 $9,800 was
     recorded for the warrants as paid in capital in the month of February. The
     assumptions used to determine fair value under the Black-Scholes pricing
     model included an exercise price of $1.00, market price of $0.05, term of
     1,080 days, volatility of 50%, and interest rate of 16%. There was no
     beneficial conversion feature related to the third traunch of financing.

                                      F-10

**6.   Convertible debentures (continued):**

     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        $         290,200                 97%
           Allocation to warrants                           9,800                  3%
                                                -----------------    -----------------
                                                          300,000                100%

         Other interest expense:
           Amortization of debt costs                      10,000                  3%
           Contractual interest rate                       36,000                 12%
                                                -----------------    -----------------
                                                $         346,000                115%
                                                =================    =================

     Amortization of the beneficial conversion feature and debt issue costs
     during the three months ended March 31, 2003 amounted to $213,000 and
     $23,000, respectively. Accrued interest relating to this debt was $49,000
     at March 31, 2003.

     During the three months ended March 31, 2003, $56,000 of the face value of
     these debentures were converted into 2,252,217 shares of common stock at a
     conversion price of between $0.0238 and $0.026. The shares issued were
     valued in accordance with the Securities Purchase Agreement dated September
     20, 2002, which approximates a 50% discount to the market price.

     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.

                                      F-11

**7.   Stockholders' equity:***2003 Transactions:*

     During the three months ended March 31, 2003, 125,000 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, representatives of the Company, and accredited
     investors for the purchase of restricted common stock. Proceeds from the
     offering amounted to $6,000.

     During the three months ended March 31, 2002, the Company issued 42,000
     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 $2,100 in the aggregate.

     During the three months ended March 31, 2002, the Company issued 2,252,217
     shares of free trading common stock in accordance with five conversion
     notices received by the Company from the holders of the Company's 12%
     convertible debentures. The shares issued were valued in accordance with
     the Securities Purchase Agreement dated September 20, 2002, which
     approximates a 50% discount to the market price. The average share price
     for the five conversions was $.0249 per share, or $56,000 in the aggregate.

     During the three months ended March 31, 2002, the Company issued 492,000
     shares of free trading common stock to professional research and
     development consultants as compensation for consulting services and
     royalties. The restricted common stock issued was valued based upon the
     trading market prices on the dates of issuance, or $25,520 in the
     aggregate. Additionally, $44,747 of compensation expense was recognized in
     relation to amortization of unearned restricted stock compensation relating
     to common shares issued to consultants as compensation in previous years.

     During the three months ended March 31, 2003, the Company issued 750,000
     and 500,000 shares of restricted common stock in conjunction with a
     licensing agreement and a distributorship agreement, respectively. The
     restricted common stock issued was valued based upon the trading market
     prices on the dates of issuance, or $37,500 and $25,000, respectively, in
     the aggregate. The fair value of the licensing rights and the
     distributorship agreement were capitalized as intangible assets and are
     being amortized over their estimated useful lives of five years. The
     Company recorded amortization expense of $1,875 and $1,250, respectively,
     in connection with these licensing rights and the distributorship agreement
     for the three months ended March 31, 2003.

                                      F-12

**7.   Stockholders' equity (continued):***2003 Transactions (continued):*

     During the three months ended March 31, 2003, the Company issued 206,250
     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 $10,313 in the aggregate.

     On May 19 2003, the Company entered into three separate consulting
     agreements wherein the Company granted 4,200,000 shares of free trading
     common stock to consultants as compensation for consulting services.
     1,025,000 of these shares were issued immediately upon registration of the
     shares on Form S-8 to begin the first phase of the services to be provided.
     Subsequent issuances of shares, up to the total amount outlined in the
     agreements, will be issued at the Company's discretion, based on
     performance, as defined by the Company, over a period not to exceed one
     year. The restricted common stock issued was valued based upon the trading
     market prices on the dates of issuance, or $41,000 in the aggregate. This
     amount will be recognized as stock-based compensation during the second
     quarter of 2003.

     *2002 Transactions:*

     During the three months ended March 31, 2002, 1,431,250 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 $170,000.

     During the three months ended March 31, 2002, the Company issued 963,500
     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 $257,413 in the aggregate.

                                      F-13

**7.  Stockholders' equity (continued):***2002 Transactions (continued):*

     During the three months ended March 31, 2002, the Company issued 671,212
     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 $154,378 in the aggregate. Compensation
     expense of $85,378 was immediately recorded upon issuance and an additional
     $2,875 was amortized during the period from issuance through the end of the
     quarter. Additionally, $31,335 of compensation expense was recognized in
     relation to amortization of unearned restricted stock compensation relating
     to common shares issued to consultants as compensation in previous years.

     Total stock-based compensation cost recognized for the three months ended
     March 31, 2003 and 2002 is as follows:

                                            2003                2002
                                      ------------          ------------
     Employee and directors            $    2,100            $  257,413
     Consultants                           70,267               154,378
     Licensing rights                      37,500                    -
     Distributorship agreement             25,000                    -
     Financing fees                        10,313                    -
                                      ------------          ------------
                                       $  145,180            $ 411,791
                                      ============          ============

**8.  Commitments and contingencies:***License agreement, royalties and distributorship agreement:*

        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. $40,000
            of expense related to this agreement was incurred during the three
            months ended March 31, 2003. Additionally, during the first quarter
            of 2003, the Company issued 750,000 shares of the Company's common
            stock in connection with this license and recorded an intangible
            asset for the estimated fair value of the shares ($37,500), which is
            being amortized over 5 years. Amortization charged to operations
            in relation to these licensing rights was $1,875 for the three
            months ended 2003.
                                      F-14

**9.     Segment information:**

       Beginning in March 31, 2003, the Company operates in three 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. The Company's DC Transportation
       Products Segment is engaged in the development and sale of powerline rear
       and side vision systems for all classes of vehicles in the transportation
       industry to distributors and original equipment manufacturers 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:

                                                                                   2003
                                                           -----------------------------------------------------------
                                                Security            Marine            DC Trans
                                                Products           Products           Products              Total
                                            ----------------  ----------------    ----------------   ----------------
       Net revenue                          $       149,878   $         137,890   $         57,833   $        345,601
       Cost of sales                                179,713              63,610   $         19,510   $        262,833
                                            ----------------  ----------------    ----------------   ----------------
       Gross profit                         ($       29,835)  $          74,280   $         38,323   $         82,768
       Research and development:            ================  ================    ================   ================
           Stock-based                      $             -   $               -   $         25,520   $         25,520
           Other                            $        14,220   $               -   $         14,126   $         28,346

                                                                                     2002
                                                           -----------------------------------------------------------
                                                Security            Marine               DC
                                                Products           Products             Trans               Total
                                            ----------------  ----------------    ----------------   ----------------
       Net revenue                          $         48,140  $           78,476  $              -   $         126,616
       Cost of sales                                  23,750              41,111  $              -   $          64,861
                                            ----------------  ----------------    ----------------   ----------------
       Gross profit                         $         24,390  $           37,365  $              -   $          61,755
                                            ================  ================    ================   ================
       Research and development:
           Stock-based                      $         85,378  $               -   $              -   $          85,378
           Other                            $         27,680  $               -   $              -   $          27,680

                                      F-15

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

        Some of the information in this report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

         --   discuss our future expectations;
         --   contain projections of our future results of operations or of our
              financial condition; and
         --   state other "forward-looking" information.

         We believe it is important to communicate our expectations. However,
there may be events in the future that we are not able to accurately predict or
over which we have no control. Our actual results and the timing of certain
events could differ materially from those anticipated in these forward-looking
statements as a result of certain factors.

During the quarterly period ended March 31, 2003, the Company achieved its
largest quarterly sales volume since the placement of the new management team in
March of 2001. In addition to sales gains in both the Security and Marine
product segments, the first quarter included initial shipments of the Company's
Powerline Vision Systems (PLVS), the core product of the Company's new DC
Transportation products segment. PLVS is a rear and side vision system for all
classes of vehicles in the transportation industry.

Through research and extensive discussions with representatives in the
transportation industry, management identified a significant need for a better
method of delivering video signals in waste-hauling vehicles, Class 8
tractor-trailer combinations, and "5th Wheel" towable recreational vehicles.
Management recognized the opportunity, and began developing prototype versions
of the power line carrier video technology for use in direct-current (DC)
applications. Following a series of revisions to meet SAE requirements,
production units became available in the first quarter of 2003.

In addition, the Company signed its first exclusive master distributorship
agreement with The Tyman Group, LLC, to sell and distribute Powerline Vision
Systems exclusively to the waste hauling, materials handling, and special
utility vehicles markets in North America.

During the quarter, the Company began receiving its first sizeable quantity of
components for both its Security and DC Transportation products from its
supplier in China. In addition, the Company's management traveled to China to
finalize the manufacturing and credit agreements and expects these agreements to
be formalized and in place midway through the second quarter.

As reported in the Company's 10KSB for the year ended December 31, 2002, the
Company was able to obtain financing in the form of a convertible debenture in
September of 2002. (See Liquidity & Capital Resources or Note 6 to the Financial
Statements.) Despite this initial financing, the Company remains in an
undercapitalized position and raising additional capital to finance expected
growth remains one of management's chief priorities.

**Results of Operation

THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002

NET REVENUE.** Net revenue increased 173% from $126,616 for the three months
ended March 31, 2002 to $345,601 for the three months ended March 31, 2003.
Marine product segment sales were $137,890 or 40% of total revenues for the
three months ended March 31, 2003 compared to $78,476 or 62% of total revenues,
for the three months ended March 31, 2002. Overall, marine product sales
increased $59,414, or 76%. Security product segment sales were $149,878 or 43%
of total revenues for the three months ended March 31, 2003 compared to $48,140
or 38% of the total revenues for the three months ended March 31, 2002. Overall
Security product segment sales increased $101,738 or 211%. DC Transportation
product segment sales were $57,832 or 16% of total revenues for the three months
ended March 31, 2003. The DC Transportation product segment is a new segment and
therefore no comparative analysis can be made. The increase in the marine
product segment sales is attributed to the Company's recommitment to
participating in regional boat shows and initial entry into the mass retail
market. The growth in the security products segment is due primarily to the
addition of new customers in the form of consumer electronics retailers and
cataloguers.

                                       3
**COST OF GOODS SOLD.** Cost of Goods sold increased 305% from $64,861 for
the three months ended March 31, 2002 to $262,833 for the three months ended
March 31, 2003. As a percentage of net revenue, cost of goods sold increased to
76% for the three Months ended March 31, 2003, from 51% for the three months
ended March 31, 2002. Cost of goods sold for the marine products segment
increased $22,499, or 55%, from $41,111 for the three months ended March 31,
2002 to $63,610 for the same period ended 2003. As a percentage of net revenue,
cost of goods sold for the marine product segment decreased to 46% for the three
months ended March 31, 2003, from 52% for the same period ended 2002. Cost of
goods sold for the security products segment increased $155,963 or 657%, from
$23,750 for the three months ended March 31, 2002 to $179,713 for the same
period ended 2003. As a percentage of revenue, cost of goods sold for the
security products segment increased to 120% for the three months ended March 31,
2003 from 49% for the same period ended 2002. (See discussion below) Cost of
Goods Sold for the DC Transportation product segment was $19,510 or 34% as a
percentage of net revenues. The DC Transportation product segment is a new
segment and therefore no comparative analysis can be made.

The decrease in the cost of goods sold as a percentage of net revenues for the
marine products segment was driven primarily by the participation in regional
boat shows where the Company's marine products are sold at full retail prices.
The increase in the cost of goods sold as a percentage of net revenues for the
security products segment was driven primarily by two factors. First, was
Management's decision to base its pricing on the new cost structure from its
overseas manufacturer, principally, China, which will commence on a larger scale
during the second fiscal quarter of 2003. This pricing structure has allowed
management to meet targeted price points as requested by large consumer retail
buyers. Second, during the quarter, in a continuing effort to liquidate its
domestic inventory, the Company continued to purchase needed components, at
costs significantly higher than its future overseas cost structure will be.
These purchases were necessary due to design and regulatory requirements as the
Company transitions to a new manufacturer. For the quarter ended March 31, 2003,
the impact on the cost of goods sold for purchases made at prices greater than
the lower of cost or market was $56,813. Adjusting for the lower of cost or
market, the cost of goods sold for the security products segment would have been
$122,900 or 82% of net revenues for the three months ended March 31, 2003.

**GROSS PROFIT MARGIN.** Gross profits on sales for the three months ended
March 31, 2003 amounted to $82,768, or 24% of net revenues, compared to $61,755,
or 49% of net revenues, for the three months ended March 31, 2002. The marine
products segment contributed $74,280 and $37,365 of the total gross profit for
the three months ended March 31, 2003 and 2002, respectively. The security
products segment contributed ($29,835) and $24,390 of the total gross profit for
the three months ended March 31, 2003 and 2002, respectively. The gross profit
percentage for the marine products segment increased from 48% for the three
months ended March 31, 2002 to 54% for the three months ended March 31, 2003.
The gross profit percentage for the security products segment decreased from 51%
for the three months ended March 31, 2002 to (-20%) for the three months ended
March 31, 2003.

The increase in the gross margin as a percentage of net revenues for the marine
products segment was driven primarily by the participation in regional boat
shows where the Company's marine products are sold at full retail prices. The
decrease in the gross margin as a percentage of net revenues for the security
products segment was driven primarily by two factors. First, was Management's
decision to base its pricing on the new cost structure from its overseas
manufacturer, principally, China, which will commence on a larger scale during
the second fiscal quarter of 2003. This pricing structure has allowed management
to meet targeted price points as requested by large consumer retail buyers.
Second, during the quarter, in a continuing effort to liquidate its domestic
inventory, the Company continued to purchase needed components, at costs
significantly higher than its future overseas cost structure will be. These
purchases were necessary due to design and regulatory requirements as the
Company transitions to a new manufacturer. For the quarter ended March 31, 2003,
the impact on the gross margin for purchases made at prices greater than the
lower of cost or market was $56,813. Adjusting for the lower of cost or market,
the gross margin for the security products segment would have been $26,978 or
18% of net revenues for the three months ended March 31, 2003.

                                       4
**SALARIES AND WAGES.** Salaries and Wages decreased 45% from $400,463 for
the three months ended March 31, 2002 to $220,825 for the three months ended
March 31, 2003. The decrease was due primarily from the elimination of stock
based compensation. Salary and Wages is comprised of employee wages, stock based
compensation, and temporary labor. During the three months ended March 31, 2003,
stock based compensation totaled $2,100 or 1% of total salary and wages.

**ADVERTISING AND PROMOTION.** Advertising and promotions decreased 72% from
$106,594 for the three months ended, March 31, 2002 to $30,204 for the three
months ended, March 31, 2003. The decrease was due primarily to Management's
strategy to attempt to sell directly to dealers and large consumer retailers
rather than marketing direct to the consumer. Budgetary restrictions also
contributed to the decrease as management used available capital to finance
inventory and accounts receivable. The amount also includes portions of postage,
printing, and travel that are attributable to advertising and promotions. The
Company expects advertising and promotions expense to increase in future
financial periods.

**DEPRECIATION AND AMORTIZATION EXPENSE.** Depreciation and amortization
increased 7% from $121,705 for the three months ended March 31, 2002 to $130,318
for the three months ended March 31, 2003. 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 & DEVELOPMENT.** Research and development expense decreased 52%
from $113,058 for the three months ended March 30, 2002, to $53,866 for the
three months ended March 31, 2003. In addition, non-cash stock-based research
and development, principally in the form of consulting services, comprised
$25,520, or 47%, of total expense for the three months ended March 31, 2003,
compared to $85,378, or 76%, of total expense for the three months ended March
31, 2002. The decrease was due primarily to the completion of several projects
in the fourth quarter of fiscal year ended December 31, 2002. Budgetary
restrictions also contributed to the decrease as management used available
capital to finance inventory and accounts receivable. Research and development
costs consist of all expenditures related to the improvement and development of
the Company's current product line, new product development, and engineering
consulting fees associated with licensed technology. Currently, substantially
all of our research and development costs and efforts are dedicated to the
development of our security and DC Transportation product segments. For the
three months ended March 31, 2003, of the total Research & Development
expenditures, $14,220 or 26% was for the development of the security product
segment, and $39,646 or 74% was for the development of the DC Transportation
product segment. The cost of our research and development activities is borne
directly by the Company; no amounts are borne by our customers, nor are any
contracts for customer funded research and development currently anticipated.
The Company plans to continue funding the security and DC transportation product
segments for the next several years, as well as, new product segments currently
in the planning phases.

                                       5
**RENT AND UTILITIES.** Rent and utilities decreased 20%, from $32,432 for
the for the three months ended March 31, 2002, to $25,913 for the three months
ended March 31, 2003. 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. Rent and utilities includes office rent, storage, telephone, and
utilities.

**PROFESSIONAL FEES.** Professional and consulting fees decreased 2% from
$143,327 for the three months ended March 31, 2002 to $140,253 for the three
months ended March 31, 2003. The expenditures for the three months ended March
31, 2003 were consistent with the prior period ended March 31, 2002. Overall
legal fees relating to the Company's defense of a class action law suite were
reduced significantly due to the settlement.(See legal proceedings, Part II).
The decrease was offset by an increase and accounting and legal fees relating
the filing of the Company's SB-2 registration statement with the Securities
& Exchange Commission as required under the Company's financing arrangements
(See note 6 to the Financial Statements). Professional and consulting fees
include fees paid to attorneys, accountants, and business consultants.
Professional and consulting fees includes non-cash stock based compensation of
$5,520 for the three months ended March 31, 2003.

**OTHER EXPENSES.** Other expenses increased 118% from $66,153 for the three
months ended March 31, 2002 to $144,298 for the three months ended March 31,
2003. The increase was the result of two factors. First, freight costs are a
function of revenues, and therefore increased proportionally due to the 173%
sales gain as compared to the same three month period ended in 2002. In
addition, the Company incurred non-recurring freight charges associated with
specialty packaging, required by a new customer, and packaged on the west coast.
Second, the Company incurred additional travel costs associated with the
launching of the Powerline Vision System product and travel to the far east to
solidify supplier agreements. Other expenses also includes travel, freight,
supplies, property taxes, insurance, bank charges, and various other expenses
that are classified as miscellaneous.

**LIQUIDITY & CAPITAL RESOURCES**

The Company's financial statements have been prepared assuming assuming that the
Company will continue as a going concern. However, the Company has incurred
operating losses of $662,909 and $921,977 during the three months ended March
31, 2003 and 2002, respectively. In addition, during those quarters, the Company
has used cash of $137,426 and $244,899 in its operating activities and has a net
working capital deficiency of $2,147,778 at March 31, 2003. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. The Company's losses have arisen as new management worked through
various legal issues it inherited as well as a shortage of capital to execute
its business plan. In addition, the Company has devoted significant efforts in
the further development and marketing of products in both its Security and DC
Transportation Products Segments, which, while now showing tangible results in
the form of purchase orders both received and forthcoming, cannot yet be
classified as sufficient to totally fund operations for any period of time.

The Company's ability to continue is dependent upon: raising additional capital
to fund operations and development; the further development of the Security and
DC Transportation Products Segments; and, ultimately, its ability to achieve
profitable operations. During the three months ended March 31, 2003, the Company
received $306,500 in debt and equity financing and continues to address 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.

During the quarter ended March 31, 2003 the Company funded its losses from
operations through the receipt of the final $300,000 installment from the 12%
convertible debenture it signed on September 20, 2002. Prior to the Feburary
funding, the Company had received installments totaling $700,000 from the total
of $1,000,000 available under the note. (See note 6 to the financial
statements.)

                                       6

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) 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.

    In July, 2002, the Company entered into an agreement for accounts receivable
funding with a national funding source as one step in improving its current cash
flow. 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. For
the three months ended March 31, 2003, the Company has received aggregate
proceeds of $42,000 under the factoring arrangement, related to gross factored
accounts receivable of $56,000. The balance will be collected from the factor
upon its collection, less its fees that range from 3% to 15% of the gross
accounts receivable, depending on the period outstanding (equivalent annual
effective interest of 36% to 60%, respectively).

                                       7
**CRITICAL ACCOUNTING POLICIES AND ESTIMATES:**

         The preparation of our financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the consistent application of accounting principles and the use of
estimates and assumptions that affect certain reported amounts and disclosures.

         In our view, the most significant and critical estimates are
management's estimate of sales returns and the carrying value of net deferred
tax assets. We make estimates of sales returns based upon our historical
experience of customer returns. Actual returns could differ from those
estimates, and such differences will be recorded in the period measurable.
Significant differences, if any, would be disclosed in our financial statements.
We estimate the carrying value of net deferred tax assets, consisting
principally of net operating loss carry forwards, based upon estimates of future
taxable income that will be necessary in order to utilize such assets. Net
deferred tax assets, amounting to $2,063,000 as of December 31, 2001 may result
in future tax savings. However, we believe that our ability to realize those
assets does not rise to the "more likely than not criteria" established in
Financial Accounting Standard No. 109, Accounting for Income Taxes, at times
when we have net historical cumulative net losses for operations. Accordingly,
we have provided a valuation allowance against the total balance as of December
31, 2001 and 2000.

**RESTATEMENTS:**

         The 2000 financial statements have been restated to provide valuation
allowances of $1,439,322 against deferred tax assets principally related to net
tax operating loss carry forwards. The restatement is necessary because, in the
opinion of management, evidence as to the recovery of the deferred tax asset,
principally projections of future taxable income, does not rise to the "more
likely than not" criteria set forth in Financial Accounting Standards No. 109,
Accounting for Income Taxes.

         The 2000 financial statements have also been restated to reduce the
original valuation afforded the contribution of the Golden Springs LLC equity
investment from $1,027,500 to $146,200. The original valuation was based upon a
discounted value of our common stock that the former Chief Executive Officer
personally committed to Golden in exchange for the equity investment. Using the
context of Accounting Principles Opinion No. 29, Nonmonetary Transactions, as it
relates to nonreciprocal transfers from owners, management has made its best
estimate of the value of the investment received, based upon all available
evidence. Since, at the time of the contribution of the investment to us by the
Officer, Golden was in its development stage, with uncertain prospects, and its
assets, which consisted primarily of fully debt-encumbered real estate, the
revised fair value estimate was based upon our ownership in the net equity
contributions of Golden. That is, based upon what others were investing in
Golden at that time. The Golden restatement had no effect on our 2000 results of
operations.

**RECENT ACCOUNTING PRONOUNCEMENTS:**

         In April 2002, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement 13, and Technical Corrections. Under FAS
Statement 4, Reporting Gains and Losses from Extinguishments of Debt, all gains
and losses from debt extinguishments were required to be aggregated and, if
material, classified as an extraordinary item in the statement of operations. By
rescinding FAS Statement 4, FAS Statement 145 eliminates the requirement for
treatment of extinguishments as extraordinary items. This Statement is effective
for the Company on January 1, 2003. However, management does not believe that
the Statement will have a material effect on its financial statements.

                                       9

         In June 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 146, Accounting for Costs Associated with Exit or
Disposal Activities. Statement 146 addresses financial accounting and reporting
for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force Issue 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity. Statement 146,
generally requires that a liability for a costs associated with an exit or
disposal activity be recognized when the liability is incurred. Under Issue
94-3, a liability for an exit activity was recognized at the date of an entity's
commitment to the exit plan. This Statement is effective for the Company on
January 1, 2003. However management does not believe that the Statement will
have a material effect on its financial statements.

**Subsequent Events**

     To obtain funding for our ongoing operations, we entered into a Securities
Purchase Agreement with three accredited investors in May 2003 for the sale of
an aggregate of i) $440,000 in convertible debentures and (ii) warrants to buy
1,320,000 shares of our common stock. The investors are obligated to provide us
with the funds as follows:

         o    $200,000 was disbursed in May 2003

         o    $60,000 will be disbursed in June 2003

         o    $60,000 will be disbursed in July 2003

         o    $60,000 will be disbursed in August 2003

         o    $60,000 will be disbursed in September 2003

         Accordingly, we have received a total of only $200,000 pursuant to the
Securities Purchase Agreement.

         The debentures bear interest at 12%, mature on one year from the date
of issuance, and are convertible into our common stock, at the investors'
option, at the lower of (i) $0.05 or (ii) 50% of the average of the three
lowest intraday trading prices for the common stock on a principal market for
the 20 trading days before but not including the conversion date. The full
principal amount of the convertible debentures are due upon default under the
terms of convertible debentures. The warrants are exercisable until three years
from the date of issuance at a purchase price of $0.05 per share. In addition
the warrants exercise price and number of shares issuable under the warrants
gets adjusted in the event we issue common stock at a price below market, with
the exception of any securities issued as of the date of this warrant. In
addition, we have granted the investors a security interest in substantially all
of our assets and registration rights.

**Item 3.   CONTROLS AND PROCEDURES**

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

                                       10
**PART II.    OTHER INFORMATION

Item 1.   Legal Proceedings**

Litigation, claims and assessment:

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.

         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.

                                       11

On May 2, 2003, the United States District Court of Florida, through issuance of
its Order and Final Judgement, approved the settlement.

**Item 2.   Changes in Securities and Use of Proceeds.**

    During the quarter ended March 31, 2003, 125,000 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,
accredited investors, and representatives of the Company for the purchase of
restricted common stock. Proceeds from the offering amounted to $6,500.

    During the quarter ended March 31, 2003, the Company issued 42,000 shares of
restricted common stock to employees and directors as compensation for services.
The restricted common stock, was valued based upon the trading market prices on
the dates of issuance, or $2,100 in the aggregate.

    During the quarter ended March 31, 2003, the Company issued 206,250 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 $10,313
in the aggregate.

    During the three months ended March 31, 2003, the Company issued 750,000 and
500,000 shares of restricted common stock in conjunction with a licensing
agreement and a distributorship agreement, respectively. The restricted common
stock issued was valued based upon the trading market prices on the dates of
issuance, or $37,500 and $25,000, respectively, in the aggregate. The fair value
of the licensing rights and the distributorship agreement were capitalized as
intangible assets and are being amortized over their estimated useful lives of
five years.

**Item 3.     Defaults Upon Senior Securities.**

            Not Applicable.

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

            None

**Item 5.     Other Information**

            None

**Item 6.     Exhibits and Reports of Form 8-K

INDEX TO EXHIBITS**

         99.1 Certification of Principal Executive Officer

         99.2 Certification of Principal Financial Officer

                                       12
**SEAVIEW VIDEO TECHNOLOGY, INC.

                                   SIGNATURES**

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on it's behalf
by the undersigned, thereunto duly authorized, in the City of St. Petersburg,
State of Florida on May 20, 2003.

                  SEAVIEW VIDEO TECHNOLOGY, INC.

                  By: /s/ GEORGE S. BERNARDICH, III
                         ----------------------------
                          GEORGE S. BERNARDICH, III
                          Chief Executive Officer

                  By: /s/ DOUGLAS BAUER
                         ----------------------------
                          DOUGLAS BAUER
                          Chief Financial Officer

                                       13
**CERTIFICATIONS**

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

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

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly 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
              quarterly 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 quarterly report (the Evaluation Date); and
        (c)   presented in this quarterly 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
     quarterly 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: May 20, 2003

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

                                       14

I, Douglas Bauer, certify that:

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

2.   Based on my knowledge, this quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly 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
              quarterly 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 quarterly report (the Evaluation Date); and
        (c)   presented in this quarterly 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
     quarterly 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: May 20, 2003

/s/ Douglas Bauer
--------------------------------------
    Douglas Bauer
    Chief Financial Officer**
```