`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, 2002

                 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.
                        111 SECOND AVENUE NE, SUITE 1403
                             ST.PETERSBURG, FL 33701

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

                        SEAVIEW UNDERWATER RESEARCH, INC.
 (Former name, former address and former fiscal year, if changed since last report)


                                       1



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 16, 2002: 32,078,296






                        SEAVIEW UNDERWATER RESEARCH, INC.


                                      INDEX



Part I.  FINANCIAL INFORMATION                                          Page No.


         Item 1.    Financial Statements                                 3 - 10

         Item 2.    Management's Discussion and Analysis or Plan        11 - 15
                    of Operations


Part II. OTHER INFORMATION                                              16 - 17


         Item 6.    Exhibits and Reports on Form 8-K                         18


Signatures                                                                   19




                                       2
PART I.  FINANCIAL INFORMATION


                         SEAVIEW VIDEO TECHNOLOGY, INC.
                            CONDENSED BALANCE SHEETS

                                     Assets

                                                                         March 31,          December 31,
                                                                           2002                 2001
                                                                        (Unaudited)
                                                                      ---------------      ---------------
Current Assets:
    Cash and cash equivalents                                         $     4,292      $          5,233
    Accounts receivable trade, net of allowance for
     doubtful accounts $10,861 in 2002 andof $24,389
     in 2001                                                               80,526                79,014
    Inventories                                                           649,995               742,690
    Prepaid expense and other current assets                              105,107               130,797
    Note receivable                                                        74,439                   -
                                                                      ---------------     ---------------
        Total current assets                                              914,359               957,734

Licensing rights, net of accumulated amortization of $464,873
  in 2002 and $361,568 in 2001                                          1,601,227             1,704,532
Property and equipment, net                                               366,778               379,565
Due from related party                                                     93,861                93,861
                                                                     ---------------      ---------------
        Total assets                                                 $  2,976,225         $   3,135,692
                                                                     ===============      ===============

                      Liabilities and Stockholders' Equity

Current Liabilities:
    Accounts Payable                                                      795,118               764,959
    Accrued liabilities                                                   200,288               167,784
    Deferred revenue                                                       47,062                48,226
    Other liabilities                                                      57,500                 -
    Convertible debentures                                                 96,510                 -
                                                                     ---------------      ---------------
        Total current liabilities                                       1,196,478               980,969
                                                                     ---------------      ---------------

Stockholders equity:
Common Stock, $.001 par value, 100,000,000 shares authorized;
  Issued and outstanding (31,637,771 - 2002; 28,571,809 - 2001)            31,638                28,572
Additional paid-in capital                                              9,597,424             9,018,699
Treasury stock, at cost, 353,575 shares                                  (277,757)             (277,757)
Unearned Restricted Stock Compensation                                   (165,292)             (130,502)
Accumulated deficit                                                    (7,406,266)           (6,484,289)
                                                                    ---------------      ---------------
        Total stockholders equity                                       1,779,747             2,154,723
                                                                    ---------------      ---------------
        Total liabilities and stockholders equity                   $   2,976,225        $    3,135,692
                                                                    ===============      ===============


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


                                       F-3

SEAVIEW VIDEO TECHNOLOGY, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                  Quarter Ended March 31,
                                                                ---------------------------
                                                               2002                    2001
                                                                                    (Restated)
                                                         ---------------         --------------

Net Revenue                                              $      126,616          $     197,182
Cost of goods sold                                               64,861                 95,814
                                                         ---------------         --------------
     Gross Profit                                                61,755                101,368
Operating expenses:
     Salaries and wages                                         400,463                196,290
     Advertising and promotions                                 106,594                 42,551
     Depreciation and amortization                              121,705                 71,531
     Research and development                                   113,058                  -
     Rent and utilities                                          32,432                 14,263
     Professional and consulting fees                           143,327                118,205
     Other expenses                                              66,153                 44,032
                                                         ---------------         --------------
         Total operating expenses                               983,732                486,872
                                                         ---------------         --------------
Net loss from operations                                       (921,977)              (385,504)
Equity in loss of affiliate                                     -                     (134,183)
                                                         ----------------        --------------
Loss before taxes                                              (921,977)              (519,687)

Income tax expense                                              -                       -
                                                         ----------------        --------------
Net loss                                                 $     (921,977)          $   (519,687)
                                                         ================        ==============

Basic and diluted net loss per common share                        (.03)                   (.03)


Basic and diluted weighted average number of common
  shares outstanding                                         29,765,289              18,131,254



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

                                      F-4

SEAVIEW VIDEO TECHNOLOGY, INC
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unsaudited)

                                                                       Quarter Ended
                                                                       -------------
                                                                                  March 31,
                                                                March 31,            2001
                                                                  2002            (Restated)
                                                                ---------        -----------
Cash flows from Operating activities:
    Net Loss                                                   $ (921,977)       $ (519,687)
    Adjustments to reconcile net loss to net cash flows
        from operating activities:
        Depreciation                                               18,400            19,878
        Amortization of licensing rights                          103,305            51,653
        Amortization of unearned compensation                      34,210           103,653
        Equity in loss of affiliate                                  -              134,183
        Stock-based compensation - employees                      257,413            57,748
        Stock-based compensation - consultants                     85,378               -
     Changes in operating assets and liabilities:
        Accounts receivable trade                                  (1,512)           (54,509)
        Inventories                                                92,695             22,453
        Prepaid expenses and other assets                          25,690              -
        Accounts payable trade                                     30,159            (56,954)
        Accrued liabilities                                        32,504              8,963
        Deferred revenue                                           (1,164)              -
                                                                 -----------      ------------
    Net cash flows from operating activities                     (244,899)          (232,619)

Cash flows from investing activities:
    Acquisition of property and equipment                          (5,613)              -
    Advances on note receivable                                   (74,439)              -
                                                                 -----------      ------------
    Net cash flows from investing activities                      (80,052)              -

Cash flows from financing activities:
    Repayment of loan to officer                                      -              195,000
    Proceeds from stock offering                                  227,500               -
    Proceeds from convertible debentures                           96,510               -
                                                                 -----------      ------------
    Net cash flows from financing activities                      324,010            195,000

    Net change in cash and cash equivalents                          (941)           (37,619)

    Cash and cash equivalents at beginning of period                5,233             41,264
                                                                 -----------      ------------
    Cash and cash equivalents at end of period                   $  4,292         $    3,645
                                                                 ===========      ============
     Supplemental Disclosures of Cash Flow
     Information:
     Conversion of convertible debentures
     to common stock                                                  -              100,000
                                                                 ===========      ===========

                Supplemental Disclosure of Cash Flow Information

     Non-cash financing activities:

     The Company issued 1,634,712 shares of common stock for current and future
     services of $411,791.



     Cash paid for taxes                                              -                 -
                                                                 ===========      ===========
     Cash paid for interest                                           -                 -
                                                                 ===========      ===========




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

                                      F-5

SEAVIEW VIDEO TECHNOLOGY, INC.
                 Notes to Interim Condensed Financial Statements
                   Three Months Ended March 31, 2002 and 2001
                                   (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,
2002, are not necessarily indicative of the results that can be expected for a
full fiscal year.

The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. However, the Company has incurred operating
losses in recent years and has a significant net working capital deficiency at
March 31, 2002. The Company's losses have arisen as a result of weak Marine
Product Segment sales, driven largely by the economic downturn in the marine
industry. In addition, the Company has devoted significant efforts in the
further development and marketing of products in its Security Products Segment
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 as a going concern is dependent upon: raising
additional capital to fund operations; the further development of the Security
Products Segment; and, ultimately, its ability to achieve profitable operations.
As outlined above, the Company received $324,010 in debt and equity financing
since December 31, 2001 and is currently addressing several additional financing
sources. However, there can be no assurances that additional financing can be
obtained on conditions considered by management to be reasonable and
appropriate. The financial statements do not include any adjustments that might
arise as a result of this uncertainty.


2.       NOTE RECEIVABLE

         During February 2002, the Company issued a note receivable to a
consultant for legal fees paid for the filing of international patent rights
related to the patents that the Company has licensed from the borrower.  This
note is unsecured, non-interest bearing and payable in full within 180 days.

3.       CONVERTIBLE DEBENTURES

        During January 2002, the Company signed a promissory note for $96,510 in
borrowings. At the option of the lender, the principal portion of the note can
be converted into 301,595 shares of the Company's restricted common stock at a
conversion price of $.32 per share through December 31, 2002. The stated
conversion price was equal to the market price of the common stock on the
commitment date. If the lender does not exercise the conversion feature by that
date, the note will become payable in full on January 31, 2005. The note bears
interest at 10% payable in annual installments.

4.       STOCKHOLDERS' EQUITY

            During the first quarter 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 first quarter 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.

During the first quarter 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 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.



                                      F-6

SEAVIEW VIDEO TECHNOLOGY, INC.
                 Notes to Interim Condensed Financial Statements
                   Three Months Ended March 31, 2002 and 2001
                                   (Unaudited)


5.      COMMITMENTS AND CONTINGENCIES


            Litigation, claims and assessment:

             The Company is a defendant in a consolidated class action lawsuit
pending in the United States District Court for the Middle District of
Florida against the Company and McBride, the Company's former chief executive
officer. Commencing in May 2001, five nearly identical class action lawsuits
were filed against the Company 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, the Company and McBride misstated the
Company's sales and revenue figures; improperly recognized revenues;
misrepresented the nature and extent of the Company's dealer network; falsely
touted purported sales contracts and agreements with large retailers;
misrepresented the Company's ability to manufacture, or to have manufactured,
its products; and misrepresented the Company's likelihood of achieving certain
publicly announced sales targets. 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, the Company's Secretary
and Treasurer, on the same grounds as the claims against Seaview and McBride. In
February 2002, the Company filed its motion to dismiss. The plaintiffs responded
to the motion to dismiss in early April 2002. On May 17, 2002, the Company
reached an agreement in principle, in the form of a Memorandum of Understanding,
to settle the action. In the settlement, the Company would tender 6,000,000
shares of its free trading common stock to the class participants. In addition,
the Company would pay, up to a maximum of $125,000, for costs incurred by the
plaintiffs in the litigation, plus the costs of settlement notice and
administration. In the aforementioned Memorandum of Understanding, the Company
and the plaintiffs' counsel have agreed to prepare and execute a definitive
Stipulation of Settlement and jointly seek preliminary and final Court approval.
The Settlement is conditional upon receiving final judicial approval of the
Stipulation.

           License agreements and royalties:

        o   License of Video Security System Technology:  In October 1999, the
            Company entered into a licensing agreement with VideoCom, Inc. for
            its powerline technologies, which are utilized in the SecureView
            product line. 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 $5
            and $10 per unit of licensed products sold, with minimum annual
            royalties of between $120,000 and $200,000.  No expense related to
            this agreement was incurred during the three months ended March 31,
            2002 or 2001.

        o   License of Underwater Camera Technology:  In February 2001, the
            Company entered into a consulting and licensing agreement with
            Richard McBride for a license to exploit certain patented
            technologies for its SeaView product line. The agreement is
            effective through the expiration of patents licensed in the
            agreement (through July 2014). The Company paid 997,000 shares of
            the Company's common stock in 2001 for the license and recorded
            an intangible asset for the estimated fair value of the shares
            ($2,066,100), which is being amortized over 5 years. Amortization
            charged to operations in relation to these licensing rights was
            $103,305 and $51,653 during the three months ended March 31, 2002
            and 2001, respectively.

6.      SEGMENT INFORMATION


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



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

                                              Security       Marine
                                              Products      Products      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


                                                Three Months Ended March 31, 2001
                                             ------------------------------------

                                              Security       Marine
                                              Products      Products      Total
                                             ---------      ---------     -----

Net revenue                                  $    -         $ 197,182  $ 197,182
Cost of sales                                     -            95,814     95,814
                                             -----------    ---------  ---------
Gross profit                                 $    -         $ 101,368  $ 101,368
                                             ===========    =========  =========
Research and development:
  Stock-based                                $    -         $      -   $     -
  Other                                      $    -         $      -   $     -



                                      F-7

7.     RESTATEMENTS

            The unaudited quarterly financial information for the first quarter
of 2001, as originally reported, has been restated to change the valuation of
stock-based compensation. Stock-based compensation is measured at the fair value
of the securities issued or, in the case of options to employees, using an
intrinsic approach. Prior to 2001, the Company appropriately utilized an amount
equal to the discounted trading market prices of the Company's common stock for
measuring stock-based compensation, due to among other reasons the highly
volatile market. The Company continued this practice during the first three
quarters of 2001, but determined that a significant discount against the trading
market price was not warranted. The restatement reflects the value of stock
based compensation using the closing market price on the date of the
transaction. In addition, using the closing market prices on the date of the
transactions increased the value assigned to the 2001 "license" Agreement with
McBride discussed in Note 5. The restated quarterly amounts reflect increased
amortization expense for this change.

            The unaudited quarterly financial information in 2001, as originally
reported, has been restated to provide valuation allowances against deferred tax
assets principally related to net tax operating loss carryforwards. The
restatements are necessary because, in the opinion of management, evidence as to
the recovery of the deferred tax assets, principally projections of future
taxable income, did not rise to the "more likely than not" criteria set forth
in Financial Accounting Standards No. 109, Accounting for Income Taxes.

Quarterly financial results for the three months ended March 31, 2001 as
originally reported and as restated are as follows:



            Revenues, as originally reported      $  197,182
              Sales adjustment                          -
                                                  ----------
           Revenues, as restated                  $  197,182
                                                  ==========

           Net loss, originally reported          $ (264,129)
           adjustment for:
             Margin on sales adjustment                   -
             Stock-based compensation                (45,954)
             Licensing rights amortization           (51,653)
             Deferred income taxes                  (157,951)
                                                  ----------
           Net loss, as restated                  $ (519,687)
                                                  ==========

           Net loss per share, originally
             reported:                            $    (0.01)
                                                  ==========
           Net loss per share, as restated        $    (0.03)
                                                  ==========



                                      F-6

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


A.  Overview

For the most part, the Company remained in a "holding pattern" during the
quarter ending March 31, 2002. As previously described in our amended Form 10-K,
the Company was moving forward with major retailers while working toward a
settlement of the Consolidated Class Action litigation. These activities, along
with negotiations for terms of a long-range funding commitment, continued during
this period.

We received the first round of purchase orders from a national discount chain in
February, 2002. We began the production and fulfillment process during March of
2002. As of the date of this filing, we are shipping product in fulfillment of
these purchase orders, and additional purchase orders for these items are still
arriving.

In late March of 2002, we received an initial purchase order from a second
national discount chain. The order constitutes a multiple-store product test,
from which the forecast of additional orders will be calculated. The Company, as
of the date of this filing, is preparing to ship and fulfill the order.

We now anticipate a resolution of the Consolidated Class Action Litigation,
confirmed by a Memorandum of Understanding with the Plaintiffs' counsel and
subject to filing and approval by the Court (see "Legal Proceedings").

The Company has completed a term sheet encompassing the securing of working
capital financing from a lender, and we believe the consummation of the
agreement and arrival of funds to be imminent.


B.  Results of Operations

Net revenue. Net revenue decreased 36% from $197,182 for the quarter ended March
31, 2001 to $126,616 for the quarter ended March 31, 2002. Overall, marine
product segment sales decreased 40% from $197,182 for the quarter ended March
31, 2001 to $78,476 for the quarter ended March 31, 2002. The sluggish
economy adversely affected sales in the marine products segment, as well as the
Company's decision to reduce its advertising and attendance at marine trade
shows while concentrating on obtaining new mass-retailers. The security products
segment contributed $48,140, or 38% to overall revenues for the quarter ended
March 31, 2002. The Company's security products were first introduced for sale
in May of 2001.

Cost of Goods Sold. Cost of Goods sold decreased 32% from $95,814 for the
quarter ended March 31, 2001 to $64,861 for the quarter ended March 31, 2002. As
a percentage of net revenue, cost of goods sold increased to 51% from 49% in the
prior year comparative quarter ended March 2001. The March 2002 quarter ended
percentage for the marine products segment was 52%, compared to 49% for the
quarter ended March 2001. The March 2002 percent for the security products
segment was 49%. The increase in the cost of goods sold percentage of net
revenues for the marine products segment was due primarily to Managements'
decision to implement price adjustments in an effort to improve sales in a
sluggish economy.





                                       3




Salaries and Wages. Salaries and Wages increased 104% from $196,290 for the
quarter ended March 31, 2001 to $400,463 for the quarter ended March 31, 2002.
The increase was due to stock based-compensation which comprised $257,413, or
64% of the March 31, 2002 quarter ended compensation expense. Salary and Wages
comprises employee wages ,stock compensations and temporary labor.


Advertising and Promotion. Advertising and promotions increased 150% from
$42,551 for the quarter ended March 31, 2001 to $106,594 for the quarter ended
March 31, 2002. The increase is primarily due to the Company's participation in
security industry trade shows during the quarter. This amount also includes
portions of postage, printing, and travel that are attributable to advertising
and promotions.

Depreciation Expense. Depreciation and amortization increased 70% from $71,531
for the quarter ended March 31, 2001 to $121,705 for the quarter ended March 31,
2002. The increase was due to capitalized license rights acquired in the prior
year. On February 14, 2001, the Company entered into a Licensing Agreement with
the Company's Chairman, Richard McBride that provided for a license to exploit
certain patented technologies owned by McBride. The Company 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 license and consulting services 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, of which $103,305 was amortized for the
quarter ended March 31, 2002.

Research & Development. Research and development expense for the quarter ended
March 31, 2002 was $113,058. Of this amount, $85,378, or 75% was issued in the
form of stock compensation for research and development consulting. For the
quarter ended March 31, 2001, the Company did not itemize its research and
development costs as a separate item and are considered to be immaterial for
reclassification purposes. Research and development costs consist of all
expenditures related to the improvement and development of its current product
line, new product development, and engineering consulting fees associated with
licensed technology. The increase is directly related to the Company's
expenditures for current product improvement and new product development,
specifically for its security products segment. The Company expects to continue
to invest in the development of its security products into the foreseeable
future.

Rent and Utilities. Rent and Utilities increased 127% from $14,263 for the
quarter ended March 31, 2001 to $32,432 for the quarter ended March 31, 2002.
The increase was due to two factors. Rent on the Company's corporate office
space increased effective January 1, 2002, and additional telephone expenses
were incurred as a result of service and system upgrades. Rent and utilities
includes office rent, storage, telephone, and utilities.

Professional fees. Professional and consulting fees increased 21% from $118,205
for the quarter ended March 31, 2001 to $143,327 for the quarter ended March 31,
2002. Professional and consulting fees include fees paid to attorneys,
accountants, and business consultants. The increase was due primarily to an
increase in legal expenses related to the Company's defense of class action
litigation and regulatory matters. See Part II, Item 1, Legal Proceedings.

Other Expenses. Other expenses increased 50% from $44,032 for the quarter ended
March 31, 2001 to $66,153 for the quarter ended March 31, 2002. The increase was
primarily due to an upgrade in the Company's insurance policies and significant
travel costs relating to trade show attendance. Other expenses includes: travel,
shipping, supplies, property taxes, insurance, bank charges, and various other
expenses that are classified as miscellaneous.

Income Taxes. The Company has discontinued the recognition of income tax
benefits in the current year 2002, as well as for years 2001 and 2000, due to
cumulative net losses in recent years which render the realization of those
assets uncertain. The charge in 2000 was related to the establishment of
valuation allowances against deferred income tax assets at the beginning of that
year. Additional valuation allowances of $624,000 and $1,439,000 were recorded
during the years ended December 31, 2001 and 2000, respectively.


                                       4
C.       LIQUIDITY AND CAPITAL RESOURCES

During the quarter ended March 31, 2002, the Company funded its losses from
operations through two primary sources:

1.       During the first quarter 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.

2.       An additional $96,510 was raised through the issuance of various
         convertible debentures as outlined below:

        o  During January 2002, the Company signed a promissory note for $96,510
           in borrowings.  At the option of the lender, the principal portion of
           the note can be converted into 301,595 shares of the Company's
           restricted common stock at a conversion price of $.32 per share
           through December 31, 2002.  The stated conversion price was equal to
           the market price of the common stock on the commitment date.  If the
           lender does not exercise the conversion feature by that date, the
           note will become payable in full on January 31, 2005.  The note bears
           interest at 10% payable in annual installments.



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, it is
             expected that additional working capital will be needed to finance
             the manufacturing of customer purchase orders, when received.

        (ii) The discontinuance of two semiconductor parts used in the
             manufacture of our security products may require the Company to
             make advance purchase commitments to wholly satisfy 2002 production
             requirements. At the time of this filing, management cannot
             quantify the amount of these potential commitments for two reasons.
             First, it is difficult to forecast customer orders in the various
             new markets recently entered. Second, the supplier has not at this
             time provided the Company with a final date for which production of
             these components will cease.  The Company currently owns in
             inventory, or can access through third party distributors, enough
             of these particular components to support a significant increase in
             revenues over and above the 2001 fiscal year results. It is unknown
             at this time whether these components will be manufactured by
             another supplier in the future.

The Company's financial statements have been prepared assuming that the Company
will continue as a going concern. However, the Company has incurred operating
losses in recent years and has a significant net working capital deficiency at
March 31, 2002. The Company's losses have arisen as a result of weak Marine
Product Segment sales, driven largely by the economic downturn in the marine
industry. In addition, the Company has devoted significant efforts in the
further development and marketing of products in its Security Products Segment
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 as a going concern is dependent upon: raising
additional capital to fund operations; the further development of the Security
Products Segment; and, ultimately, its ability to achieve profitable operations.
As outlined above, the Company has raised $324,010 in debt and equity financing
since December 31, 2001 and is currently addressing several additional financing
sources. However, there can be no assurances that additional financing can be
obtained on conditions considered by management to be reasonable and
appropriate. The financial statements do not include any adjustments that might
arise as a result of this uncertainty.

However, while the Company is at the moment undercapitalized for its desired
future undertakings, the company believes a resolution of its legal issues,
specifically the class action litigation, is forthcoming (See "Legal
Proceedings"). The Company currently has a written commitment for working
capital financing in the form of an executed term sheet, funding for which is
pending at the time of this filing. Management believes, because of the
proprietary nature of its technology and the merits of its proposed business
plan, the Company will be able to obtain the long-term financing needed to fund
operations through fiscal year 2003. Management also believes that with its
products positioned for mass-retail markets and large-scale commercial
applications, the Company could generate a positive cash flow from operations,
once customer orders materialize from these newly-entered markets. Lastly,
management believes that the quality and integrity of the aforementioned
purchase orders would be such that factoring would become available as an
additional source of working capital financing.



                                       5




Special Notice Regarding Forward Looking Statements

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

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

(ii)     our liquidity and capital resources

(iii)    our future performance and operating results; and

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

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

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

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

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

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

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



                                       6
PART II.        OTHER INFORMATION

Item 1. Legal Proceedings

            Litigation, claims and assessment:

The Company is a defendant in a consolidated class action lawsuit pending in the
United States District Court for the Middle District of Florida against the
Company and McBride, the Company's former chief executive officer. Commencing in
May 2001, five nearly identical class action lawsuits were filed against the
Company 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,
the Company and McBride misstated the Company's sales and revenue figures;
improperly recognized revenues; misrepresented the nature and extent of the
Company's dealer network; falsely touted purported sales contracts and
agreements with large retailers; misrepresented the Company's ability to
manufacture, or to have manufactured, its products; and misrepresented the
Company's likelihood of achieving certain publicly announced sales targets. 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, the Company's Secretary and Treasurer, on the same grounds as
the claims against Seaview and McBride. In February 2002, the Company filed its
motion to dismiss. The plaintiffs responded to the motion to dismiss in early
April 2002. On May 17, 2002, the Company reached an agreement in principle, in
the form of a Memorandum of Understanding, to settle the action. In the
settlement, the Company would tender 6,000,000 shares of its free trading common
stock to the class participants. In addition, the Company would pay, up to a
maximum of $125,000, for costs incurred by the plaintiffs in the litigation,
plus the costs of settlement notice and administration. In the aforementioned
Memorandum of Understanding, the Company and the plaintiffs' counsel have agreed
to prepare and execute a definitive Stipulation of Settlement and jointly seek
preliminary and final Court approval. The Settlement is conditional upon
receiving final judicial approval of the Stipulation.


Item 2. Changes in Securities and Use of Proceeds.

            During the first quarter 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, and
representatives of the Company for the purchase of restricted common stock.
Proceeds from the offering amounted to $170,000.

            During the first quarter 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.

            During the first quarter 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 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 consultant as
compensation in previous years.


Item 5. Other Information
 Not Applicable


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

The Company filed a Report on Form 8-K on March 25, 2002, to report a change in
registrant's certifying accountant. Carol McAtee, CPA., was dismissed as
prinicipal accountant to audit registrant's financial statements, and Aidman,
Piser & Company P.A., was engaged as the principal accountant to audit
registrant's financial statements.



                                       7




                         SEAVIEW VIDEO TECHNOLOGY, INC.

                                   SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Petersburg, State of Florida on May 20, 2002.


                  SEAVIEW VIDEO TECHNOLOGY, INC.




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


                  By: /s/ J.R. COX
                          J.R. COX
                          Secretary and Treasurer


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