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**SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549****FORM 10-QSB/A**

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

                  For the quarterly period ended June 30, 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.
                              200 MADONNA BOULEVARD
                             ST.PETERSBURG, FL 33701****(727) 866-7440**
              (Registrant's telephone number, including area code)

                        **SEAVIEW UNDERWATER RESEARCH, INC.**
 (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 August 15, 2002: 35,311,869

                                       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 June 30,
                        2002 and 2001 (Unaudited).....................F-7 - F-11

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

         Item 3. Controls and Procedures.......................................8

Index to Exhibits..............................................................9

Signatures....................................................................10

Certifications................................................................11

                                       2
**PART I.  FINANCIAL INFORMATION

                         SEAVIEW VIDEO TECHNOLOGY, INC.
                            CONDENSED BALANCE SHEETS

                                     ASSETS**

                                                                         June 30,          December 31,
                                                                           2002                 2001
                                                                        (Unaudited)
                                                                      ---------------      -------------
Current Assets:
    Cash and cash equivalents                                         $         2,133      $     5,233
    Accounts receivable trade, net of allowance for
     doubtful accounts of $50,654 in 2002 and $24,389
     in 2001                                                                  155,540           79,014
    Inventories                                                               580,708          742,690
    Prepaid expense and other current assets                                   92,181          130,797
    Note receivable--officers                                                  43,000             -
    Note receivable                                                            34,439             -
                                                                      ---------------     ---------------
        Total current assets                                                  908,001          957,734

Licensing rights, net of accumulated amortization of $568,178
  in 2002 and $361,568 in 2001                                              1,497,922        1,704,532
Property and equipment, net                                                   298,493          379,565
Due from related party                                                         93,861           93,861
                                                                     ----------------     ---------------
        Total assets                                                 $      2,798,277     $  3,135,692
                                                                     ================     ===============

                      **LIABILITIES AND STOCKHOLDERS' EQUITY**

Current Liabilities:
    Accounts Payable                                                           929,837         764,959
    Accrued liabilities                                                        317,092         167,784
    Deferred revenue                                                            64,425          48,226
    Litigation settlement                                                    1,200,000              -
                                                                       ---------------      ------------
        Total current liabilities                                            2,511,354         980,969
                                                                       ---------------      ------------

Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares authorized;
  issued (36,051,644 - 2002; 28,571,809 - 2001) outstanding
  (35,698,069 - 2002; 28,218,234 - 2001)                                        36,051          28,572
Additional paid-in capital                                                  10,498,506       9,018,699
Treasury stock, at cost, 353,575 shares                                       (277,757)       (277,757)
Unearned restricted stock compensation                                        (275,819)       (130,502)
Stock subscription                                                              (5,000)           -
Accumulated deficit                                                         (9,689,058)     (6,484,289)
                                                                        ---------------     ------------
        Total stockholders' equity                                             286,923       2,154,723
                                                                        ---------------     ------------
        Total liabilities and stockholders' equity                      $    2,798,277     $ 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)**

                                                                Three Months Ended June 30,
                                                                ---------------------------
                                                               2002                  2001
                                                         ---------------         --------------
                                                                                  ( Restated )

Net Revenue                                              $      154,959          $     301,289
Cost of goods sold                                              106,710                155,235
                                                         ---------------         --------------
     Gross Profit                                                48,249                146,054
Operating expenses:
     Salaries and wages                                         540,070                122,756
     Advertising and promotions                                  51,319                109,386
     Depreciation and amortization                              121,547                123,183
     Research and development                                    73,544                 45,502
     Professional and consulting fees                           213,676                163,402
     Other expenses                                             103,602                 59,166
     Litigation settlement                                    1,200,000                   -
                                                         ---------------         --------------
         Total operating expenses                             2,303,758                623,395
                                                         ---------------         --------------
Net loss from operations                                  (   2,255,509)         (     477,341)

Other income (expense)                                          (27,284)                -
                                                         ----------------        --------------
Loss before taxes                                         (   2,282,793)         (     477,341)

Income tax expense                                              -                       -
                                                         ----------------        --------------
Net loss                                                 ($   2,282,793)         ($    477,341)
                                                         ================        ==============

Basic and diluted net loss per common share                        (.07)                  (.03)
                                                         ===============          ==============
Basic and diluted weighted average shares outstanding        33,343,876             18,507,291
                                                         ===============          =============

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

                                      F-4

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

                                                                  Six Months Ended June 30,
                                                                ---------------------------
                                                               2002                  2001
                                                         ---------------         --------------
                                                                                   ( Restated )

Net Revenue                                              $      281,575          $     498,471
Cost of goods sold                                              171,571                251,049
                                                         ---------------         --------------
     Gross Profit                                               110,004                247,422
Operating expenses:
     Salaries and wages                                         940,533                319,046
     Advertising and promotions                                 157,913                151,937
     Depreciation and amortization                              243,252                194,714
     Research and development                                   186,602                 45,502
     Professional and consulting fees                           357,003                281,607
     Other expenses                                             202,187                117,461
     Litigation settlement                                    1,200,000                  -
                                                         ---------------         --------------
         Total operating expenses                             3,287,490              1,110,267
                                                         ---------------         --------------
Net loss from operations                                  (   3,177,486)          (    862,845)

Other income (expense)                                          (27,284)                (8,618)
                                                         ----------------        --------------
Loss before taxes                                         (   3,204,770)          (    871,463)

Income tax expense                                              -                        -
                                                         ----------------        --------------
Net loss                                                 ($   3,204,770)          ($   871,463)
                                                         ================        ==============

Basic and diluted net loss per common share                        (.10)                  (.05)
                                                          ==============         ==============
Basic and diluted weighted average shares outstanding        31,546,697             18,314,787
                                                          ==============         ==============

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

                                      F-5

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

                                                                     Six Months Ended
                                                                     -----------------
                                                                June 30,         June 30,
                                                                  2002             2001
                                                                ---------       -----------
                                                                                ( Restated )
Cash flows from Operating activities:
    Net Loss                                                   ($3,204,770)       ($ 871,463)
    Adjustments to reconcile net loss to net cash flows
        from operating activities:
        Litigation settlement                                    1,200 000               -
        Depreciation                                                36,642            39,756
        Bad debts expense                                           26,266               -
        Loss on sales of fixed assets                               25,514               -
        Amortization of licensing rights                           206,610               -
        Amortization of unearned compensation                       93,070           316,157
        Equity in loss of affiliate                                   -                8,618
        Stock-based compensation expenses                          659,639           145,752
     Changes in operating assets and liabilities:
        Accounts receivable trade                                 (102,792)          (55,754)
        Inventories                                                161,982          (247,298)
        Prepaid expenses                                           (11,384)          (18,533)
        Accounts payable trade                                     321,129           235,518
        Accrued liabilities                                        149,308           (19,062)
        Deferred revenue                                            16,199               -
                                                                 -----------      ------------
Net cash flows from operating activities                          (422,587)         (466,309)

Cash flows from investing activities:
       Issuances of notes receivable                              ( 74,439)              -
       Repayments on notes receivable                               40,000               -
       Repayments on notes receivable - officers                     7,000           235,000
       Proceeds from sales of property and equipment                25,000               -
       Purchase of property and equipment                         (  6,084)              -
                                                                   -----------    ------------
Net cash flows from investing activities                          (  8,523)          235,000

Cash flows from financing activities:
       Proceeds from sales of common stock                         331,500           318,750
       Proceeds from convertible debentures                         96,510               -
                                                                   -----------    ------------
Net cash flows from financing activities                           428,010           318,750

Net change                                                        (  3,100)           87,441
Cash at the beginning of the year                                    5,233            41,264
                                                                   -----------    -------------
Cash at the end of the year                                          2,133           128,705
                                                                   ===========    =============

Supplemental Disclosures of Cash Flow Information:

Non-cash financing activities:
       Conversion of accounts payable into 735,000 common shares  $156,250              -
                                                                   ===========      ===========
       Conversion of convertible debentures into 301,595
         and 400,000 shares, respectively of common stock         $ 96,510         $200,000
                                                                   ===========      ===========

Other cash flows information:

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

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

                                      F-6

**SEAVIEW VIDEO TECHNOLOGY, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             JUNE 30, 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 six month period ended June 30,
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. The Company has incurred a net loss of
$3,204,770 during the six months ended June 30, 2002, has used cash of $422,587
during the same period in maintaining its operations, and has a working capital
deficiency of $403,353 as of June 30, 2002. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The Company's
losses have arisen as a result of weak Marine Product Segment sales, driven
largely by the economic downturn in the marine industry. In addition, the
Company has devoted significant efforts in the further development and marketing
of products in its Security Products Segment, which, while now showing 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
Products Segment; and, ultimately, its ability to achieve profitable operations.
During the six months ended June 30, 2002, the Company received $428,010 in debt
and equity financing 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.

Certain amounts as previously presented in the 2001 financial statements have
been reclassified to conform to the current year presentation.

**2.       NOTE RECEIVABLE**

During February 2002, the Company issued a note receivable with a face value of
$75,000 to a consultant for legal fees paid on the consultant's behalf. The
legal fees were for the filing of international patent rights related to the
patents that the Company has licensed from the borrower. This note is unsecured,
non-interest bearing and payable in full within 180 days. During the three
months ended June 30, 2002, the Company applied approximately $40,000 of
royalties due to the consultant against the note, and plans to liquidate the
balance in a similar matter.

**3.       CONVERTIBLE DEBENTURES**

During January 2002, the Company received $96,510 in borrowings under a 10%
convertible debenture. At the option of the lender, the principal portion of the
note 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. The holder exercised the conversion feature on June 5, 2002.

**4.       STOCKHOLDERS' EQUITY**

During the six months ended June 30, 2002, 2,818,583 shares of the Company's
restricted common stock were sold through a private equity placement exempt from
registration under Section 4(2) of the Securities Act of 1933, and Rule 506 of
Regulation D, thereof. The placement was open to select officers, employees,
representatives of the Company, and accredited investors for the purchase of
restricted common stock. Proceeds from the offering amounted to $331,500.

During the six months ended June 30, 2002, the Company issued 2,222,600 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
$574,261 in the aggregate.

During the six months ended June 30, 2002, the Company issued 1,402,057 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 $323,765 in the aggregate. As of June 30, 2002, unearned
consulting expense amounted to $275,819. Consulting expense amortized into
earnings during the six month period ending June 30, 2002 amounted to $93,070.

During the six months ended June 30, 2002, the Company issued 735,000 shares of
restricted common stock to trade creditors to relieve $156,250 in trade accounts
payable. The common stock issued was valued based upon the trading market prices
on the dates of issuance, and resulted in no gain or loss from extinguishments
of these liabilities.

                                      F-7

**SEAVIEW VIDEO TECHNOLOGY, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             JUNE 30, 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. 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. However, in management's opinion such approval is probable.
Accordingly, the Company has provided for the impending settlement in the
accompanying financial statements by accruing a liability of $1,200,000, which
is equal to the current fair market value of the settlement shares, plus an
estimated amount for expenses.

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. $40,000 of expense
            related to this agreement was incurred during the six months ended
            June 30, 2002.

        o   License of Technology: On February 14, 2001, the Company entered
            into a licensing agreement with Richard McBride for a license to our
            marine and security products segments. 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.

**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:

                                       F-8

**SEAVIEW VIDEO TECHNOLOGY, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                  ( UNAUDITED )**

                                                Six Months Ended June 30, 2002
                                             ---------------------------------

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

Net revenue                                  $ 119,309    $ 162,266    $ 281,575
Cost of sales                                   79,973       91,598      171,571
                                             ---------    ---------    ---------
Gross profit                                 $  39,336    $  70,668    $ 110,004
                                             =========    =========    =========

                                                Six Months Ended June 30, 2001
                                             ---------------------------------

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

Net revenue                                  $     -      $ 498,471   $  498,471
Cost of sales                                      -        251,049      251,049
                                             -----------  ----------   ---------
Gross profit                                 $     -      $ 247,422   $  247,422
                                             ===========  ==========   =========
Research and development:
  Stock-based                                $     -      $     -     $     -
  Other                                      $     -      $     -     $     -

**7.      RESTATEMENTS**

The unaudited quarterly financial information for the quarterly and six month
periods ending June 30, 2001, as originally reported, have been restated for the
following matters:

Sales adjustment--The unaudited financial statements have been restated to
reverse a sales transaction with a $200,000 value and $108,000 margin. The
restatement is necessary because title to this product did not transfer to the
customer.

Equity in losses of investee--The unaudited financial statements have been
restated to reduce the original valuation afforded the contribution of Golden
Springs LLC ("Golden") equity investment from $1,027,500 to $146,200. This
restatement is necessary because the original valuation was incorrectly based
upon a discounted value of the Company's common stock that the former Chief
Executive Officer personally committed to Golden in exchange for the equity
investment. Using the appropriate context in Accounting Principles Board 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. The lower valuation has resulted in
restatements to the equity in losses of the investee.

Stock-based compensation--Stock-based compensation is measured at the fair value
of the securities issued. 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.

Deferred Income Taxes--The unaudited financial statements have 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.

                                      F-9

Quarterly financial results for the three and six months ended June 30, 2001 as
originally reported and as restated are as follows:

                                      Three Months Ended       Six Months Ended
                                        June 30, 2001            June 30, 2001
                                       -----------------       ---------------
   Revenues, as originally reported       $  509,289             $  706,471
      Sales adjustment                      (208,000)              (208,000)
                                          -----------            -----------
   Revenues, as restated                  $  301,289             $  498,471
                                          ===========            ===========

   Net loss, originally reported          $  (91,703)            $ (355,831)
   adjustment for:
     Margin on sales adjustment             (108,000)              (108,000)
     Equity in losses of investee            (63,156)                62,409
     Stock-based compensation                (52,548)               (98,502)
     Licensing rights amortization          (103,305)              (154,958)
     Deferred income taxes                   (58,629)              (216,581)
                                          -----------            -----------
   Net loss, as restated                  $ (477,341)            $ (871,463)
                                          ===========            ===========

   Net loss per share, originally
     reported:                            $    (0.01)            $    (0.02)
                                          ===========            ===========
   Net loss per share, as restated        $    (0.03)            $    (0.05)
                                          ===========            ===========

**8.       Intangible Assets**

Our intangible assets consist of the following at June 30, 2002 and December 31,
2001:

             June 30, 2002                     Marine              Security
                                              Products             Products              Total
                                         -------------------- ------------------- --------------------
Intangible asset cost                              $ 706,000         $ 1,360,100          $ 2,066,100
Less: accumulated amortization                       194,150             374,028              568,178
                                         -------------------- ------------------- --------------------
                                                   $ 511,850         $   986,072          $ 1,497,922
                                         ==================== =================== ====================

           December 31, 2001                   Marine              Security
                                              Products             Products              Total
                                         -------------------- ------------------- --------------------
Intangible asset cost                              $ 706,000         $ 1,360,100          $ 2,066,100
Less: accumulated amortization                       123,550             238,018              361,568
                                         -------------------- ------------------- --------------------
                                                   $ 582,450         $ 1,122,082          $ 1,704,532
                                         ==================== =================== ====================

Supplemental annual, year-to-date, and quarterly information is as follows:

       Amortization expense:
          Three months ended June 30, 2002                       $103,500
                                                       ===================
          Six months ended June 30, 2002                         $207,000
                                                       ===================

       Estimate future amortization
        expense for the years ended
              December 31:
                 2002                                            $413,220
                                                       ===================
                 2003                                             413,220
                                                       ===================
                 2004                                             413,220
                                                       ===================
                 2005                                             413,220
                                                       ===================
                 2006                                              52,042
                                                       ===================

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

                                      F-10

**9.       Subsequent Event**

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 trauch matures on the one
year anniversary date of issuance, assuming no conversion or prepayment. Funding
of the remaining traunch ($300,000 in convertible notes and warrants to acquire
900,000 shares of common stock) is contingent upon the effective registration of
the common shares underlying the debt and warrants. The convertible notes bear
interest at 12% and are payable in three years from the date of issuance;
interest is payable quarterly. The notes were issued at an effective discount of
87% of face value. 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 September 2002, the Company allocated the proceeds received from the
first two traunches of convertible notes and warrants between the securities
based upon their relative fair values. Fair value for the warrants was
determined using the Block-Schales pricing model; the face value of the notes
was considered by management to equal their respective fair values. The
assumptions used to determine fair value under the Black-Sholes pricing model
included an exercise price of $1.00, share market price of $0.11 - $0.13, term
of 1,080 days, volatility of 50%, and interest rate of 16%. As a result of this
allocation, approximately $117,000 was recorded for the warrants as paid
in capital in the month of September. In addition, the Company allocated the
remaining proceeds of the convertible notes to the embedded beneficial
conversion feature represented by the excess that the market value of the common
stock on the commitment date exceeded the conversion rate. The debt will be
accreted to its face value through periodic charges to interest expense over the
term of the underlying notes. Similar accounting treatment will be afforded the
contingent third traunch if and when it is funded.

The convertible debt agreements issued under the Securities Purchase Agreement
contain various restrictive covenants, including prohibitions on distributions
of capital stock, stock repurchases, borrowings, sale of assets, advances and
loans, and contingent liabilities. The Company was in compliance with these
covenants at June 30, 2002 and September 30, 2002. Additionally, these debt
agreements contain cross-default provisions that result in a default in the
event of an uncured default on any other Company indebtedness.

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 September 30, 2002, the
monthly penalty would amount to $14,000 for every month (prorated for partial
months) following February 20, 2003.

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

                                                 Amount                Percent
                                           ---------------------- ----------------------
       Discounts to face value:
          Beneficial conversion feature           $583,000              83%
          Allocation to warrants                   117,000              18%
                                           ---------------------- ----------------------
                                                   700,000             101%
       Other interest expense:
          Amortization of debt costs                88,000              13%
          Contractual interest rate                 84,000              12%
                                           ---------------------- ----------------------
                                                  $872,000             126%
                                           ====================== ======================

Amortization of the debt discounts and debt issue costs during the quarter ended
September 30, 2002 amount to $19,000 and 4,000, respectively. Combined
amortization for the fourth fiscal quarter of the year ended December 31, 2002
and the full year ended December 31, 2003 amount to $197,000 and $568,000,
respectively, assuming that the notes are held to maturity.

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

                                      F-11

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

         Some of the information in this Form SB-2 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, including those set forth under "Risk
Factors," "Business" and elsewhere in this report. See "Risk Factors."

**OVERVIEW**

         During the quarterly period ended June 30, 2002, management focused its
efforts in the following areas:

         o    Securing long-term financing
         o    Reducing overhead costs
         o    Continuation of research and development for D.C. transportation
              and parking lot surveillance
         o    Solidifying overseas production capabilities
         o    Reorganizing its sales management team and sales strategy

         As we reported in our Form 10QSB filed on May 14, 2002, we entered our
fiscal second quarter in an undercapitalized position. Although management
succeeded in raising additional short-term capital to fund operations, we were
unable to secure our anticipated long-term financing as of June 30, 2002.
Securing this funding remains the primary focus of our management. While the
lack of long-term capital admittedly hampered management's ability to fully
execute certain aspects of our business plan, we nevertheless were able to
achieve progress in several areas.

         During the quarter ended June 30, 2002, management took action to
reduce overhead, both through a considerable reduction in staff and by
relocating the corporate headquarters to more affordable premises. Considerable
progress was made in the research and development area, particularly in
final-stage development of our D.C. Video boards for the transportation market.
Circuit-design improvements enhanced the product's quality and performance, in
accordance with existing transportation industry standards and requirements.
Performance and certification testing, both in the lab and in the field,
resulted in product acceptance by several potential customers in the trucking
industry.

         Plans to manufacture several of our products overseas were solidified
during the quarter, with production to begin upon completion of the capital
funding process.

         We hired a new Director of Sales and Marketing, to implement a more
structured sales strategy for both the Marine and Security Divisions. We added
several new customers during the quarter, and continued our pursuit of large
consumer retailers, presenting proposals for third- and fourth-quarter
deliveries. Our SecureView outdoor camera underwent in-store trials at a major
consumer retailer.

         Revenues for the quarter were constrained by the level of financial
resources available, resulting in an order backlog in excess of $250,000 at June
30, 2002.

                                       2
**RESULTS OF OPERATIONS

DISCUSSION OF THE SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH THE SIX MONTHS
ENDED JUNE 30, 2001.****NET REVENUE.** Net revenue decreased 44% from $498,471 for the six months ended
June 30, 2001 to $281,575 for the six months ended June 30, 2002. Marine product
segment sales were $162,266 or 58 % of total revenues for the six months ended
June 30, 2002 compared to $498,471, or 100% of total revenues, for the six
months ended June 30, 2001. Overall, marine product sales decreased $336,205, or
67%, from $498,471 for the six-month period ended June 30, 2001 to $162,266 for
the same period in 2002. Security product segment sales were $119,309 or 42% of
total revenues for the six months ended June 30, 2002. Our security products
were first introduced for sale in May of 2001 and there were no sales of these
products during the six months ended June 30, 2001. The sluggish economy
adversely affected our sales volumes and pricing in the marine products segment,
as well as our decision to reduce our advertising and attendance at marine trade
shows to conserve financial resources. In addition, using such limited
resources, we began to concentrate our focus on the development and sale of our
security products following their introduction in May of 2001. As a result, we
currently anticipate that security product sales will grow substantially faster
than marine product sales, such that in the near term security product sales,
which represent 44% of our sales for the six months ended June 30, 2002, will
contribute the majority of our total future net revenues.

**COST OF GOODS SOLD.** Cost of Goods sold decreased 32% from $251,049 for the six
months ended June 30, 2001 to $171,571 for the six months ended June 30, 2002.
As a percentage of net revenue, cost of goods sold increased to 60% for the six
months ended June 30, 2002 from 50% in the prior year. Cost of goods sold for
the marine products segment decreased $159,451, or 63%, from $251,049 for the
six month period ended June 30, 2001 to $91,598 for the same period in 2002. As
a percentage of revenue, cost of goods sold for the marine product segment
increased from 50% for the six-months ended June 30, 2001 to 56% for same period
in 2002. Cost of goods sold for the security products segment amounted to
$79,973 for the six-months ended June 30, 2001, with no comparable amounts from
the same period in the prior year, since there were no product sales during that
period. As a percentage of revenue, cost of goods sold for the security products
segment amounted to 67%. Total cost of goods sold decreased because of lower
sales volumes, as discussed under net revenues, above. In addition, the increase
in the cost of goods sold as a percentage of net revenues for the marine
products segment was due primarily to Managements' decision to restructure its
sales strategy by driving its sales through larger distributors rather than
selling directly to the end user, higher manufacturing costs and, finally,
wholesale price reductions to offset competitive pressures. The Company
currently expects an overall decrease in the cost of goods sold as a percentage
of net revenues for the security products division, due primarily to
Management's decision to adjust pricing closer to expected lower prices from
products manufactured overseas, principally, China, which will commence in
approximately the first fiscal quarter of 2003.

**GROSS PROFIT MARGIN.** Gross profits on sales for the six months ended June 30,
2002 amounted to $110,004, or 39% of net revenues, compared to $247,422, or 49%
of net revenues, for the six months ended June 30, 2001. The marine products
segment contributed $70,668 and $247,422 of the total gross profit for the six
months ended June 30, 2002 and 2001, respectively. The security products segment
contributed $39,336 of the total gross profit for the six months ended June 30,
2002; none in 2001. The gross profit percentage for the marine products segment
increased from 59% for the six months ended June 30, 2001 to 44% for the six
months ended June 30, 2002. This decrease was primarily due to management's
decision to restructure its sales strategy by driving its marine product sales
through larger distributors rather than selling directly to the end user; the
higher cost of this approach is believed to be warranted so that internal
resources can address the security products segment opportunity. In addition,
the Company experienced higher manufacturing costs and was required to reduce
security product pricing under competitive pressure during the six months ended
June 30, 2002. The gross profit percentage for the security products segment
amounted to 33% for the six months ended June 30, 2002, with no sales generating
gross profits in the same period of the prior year. The Company currently
expects a significant future increase in the gross margins attributable to the
security products segment as sales increase. In addition, while the gross
margins in 2002 for security products were slightly lower than those experienced
in the second half of 2001 (38%), the Company currently expects an overall
increase in gross profits as a percentage of sales from the transfer of
production of security products from domestic to overseas locations, principally
China, which lower costs will not be offset by pricing reductions that will
accompany the lower pricing.

                                       3
**SALARIES AND WAGES.** Salaries and Wages increased 195% from $319,046 for the six
months ended June 30, 2001 to $940,533 for the six months ended June 30, 2002.
The increase was attributable to additional executive level personnel as we
build our model. Salaries and wages for the six months ended June 30, 2002
included $659,6390 in non-cash stock based compensation, compared to $145,752
during the same period in the prior year.

**ADVERTISING AND PROMOTION.** Advertising and promotions decreased 4% from $151,937
for the six months ended, June 30, 2001 to $157,913 for the six months ended,
June 30, 2002. The decrease was due primarily to management's decision to
eliminate most advertising for the quarter, except for security trade show
participation. This amount also includes portions of postage, printing, and
travel that are attributable to advertising and promotions. Advertising and
promotion are important costs to our operations. These expenses are expected to
significantly increase in future periods for the increased emphasis on our
security products segment.

**DEPRECIATION AND AMORTIZATION EXPENSE.** Depreciation and amortization increased
25.1% from $194,714 for the six months ended June 30, 2001 to $243,252 for the
six months ended June 30, 2002. There were no significant changes in capital
equipment or licensing agreements that would have had an effect on depreciation
expense. 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 valued 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 $206,610 was amortized for
the six months ended June 30, 2002 (none in 2001).

**RESEARCH & DEVELOPMENT.** Research and development expense increased 310% from
$45,502 for the quarter ended June 30, 2002 to $186,602. Research and
development costs consist of all expenditures related to the improvement and
development of our current product line, new product development, and
engineering consulting fees associated with licensed technology. Substantially
all of our research and development costs and efforts are dedicated to the
development of our security products segment. The cost of our research and
development activities is borne directly by the Company; no amounts are borne by
our customers, nor are any contracts for customer funded research and
development currently anticipated. The increase is directly related to our
expenditures for current product improvement and new product development,
specifically for our security products segment. We expect to continue to invest
in the development of our security products into the foreseeable future.

                                       4
**PROFESSIONAL FEES.** Professional and consulting fees increased 27% from $281,607
for the six months ended June 30, 2001 to $357,003 for the six months ended June
30, 2002. Professional and consulting fees include fees paid to attorneys,
accountants, and business consultants. The increase was due primarily from
accounting expenses incurred to perform our 2001 year end audit; and legal
expenses related to our defense of class action litigation and regulatory
matters.

**OTHER EXPENSES.** Other expenses increased 72% from $117,461 for the six months
ended June 30, 2001 to $202,187 for the six months ended June 30, 2002. A
portion of the increase is attributable to the reclassification of rent and
utility expenses, which include office rent, storage, telephone, and utilities.
The remaining increase is due to an increase in travel expenses. Other expenses
includes: travel, shipping, supplies, property taxes, insurance, bank charges,
and various other expenses that are classified as miscellaneous.

**LITIGATION SETTLEMENT.** We recorded a charge of $1,200,000 for the quarter ended
June 30, 2002 to account for the common stock to be issued under the proposed
settlement of a class action lawsuit. The proposed settlement stipulates that we
would tender 6,000,000 shares of our free trading stock to the class
participants. We used the closing market price of $.20 per share on June 28,
2002, the last trading day of the quarter, to value the recording of the
expense. This amount will be adjusted to the actual trading price of our shares
on the date of distribution. See Subsequent Events, below.

**LIQUIDITY AND CAPITAL RESOURCES**

         Our financial statements have been prepared assuming that we will
continue as a going concern. We incurred a net loss of $3,204,770 during the six
months ended June 30, 2002, used cash of $422,587 during the same period in
maintaining our operations, and had a working capital deficiency of $403,353 as
of June 30, 2002. These conditions raise substantial doubt about our ability to
continue as a going concern. Our losses have arisen as a result of weak Marine
Product Segment sales, driven largely by the economic downturn in the marine
industry. In addition, we have devoted significant efforts in the further
development and marketing of products in our Security Products Segment, which,
while now showing tangible results in the form of purchase orders received
cannot yet be classified as sufficient to totally fund operations for any period
of time.

         Our ability to continue is dependent upon: raising additional capital
to fund operations and development; the further development of the Security
Products Segment; and, ultimately, its ability to achieve profitable operations.

         During the six months ended June 30, 2002, we received $428,010 in debt
and equity financing and we are 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.

         During the quarter ended June 30, 2002, we funded our losses from
operations through two primary sources:

        1.   During the second quarter 2002, 1,387,333 shares of our 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 SeaView for the purchase of restricted common
             stock. Proceeds from the offering amounted to $161,500.

        2.   During the second quarter 2002, we issued 500,000 shares of
             restricted common stock to a supplier for a $79,010 reduction in
             our liability. In addition, we issued 235,000 free trading shares
             under an S-8 filed on June 12, 2002, to professional consultants
             for a reduction of the our current liabilities and for future
             services to be rendered.

         As of June 30, 2002, the Company had cash on hand of $2,312. Subsequent
to June 30, 2002, the Company has raised approximately $700,000 from the sale of
securities to which this Registration Statement relates, and upon its
effectiveness will receive another traunch of $300,000. These funds, coupled
with projected cash flows from our operating activities, are projected to be
sufficient to cover our operating costs and expenses through the third quarter
of 2003. Excluding the additional capital to be raised, these funds are
projected to be sufficient to cover our operating costs and expenses through
second quarter 2003.

                                       5

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

        1.   Because we contract our manufacturing with third parties, and our
             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.

        2.   The discontinuance of two semiconductor parts used in the
             manufacture of our security products may require us 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 us with a final date for which production of these
             components will cease. We currently own 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.

         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 tender
6,000,000 shares of its free trading common stock to the class participants. 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. We 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. However, in management's opinion such
approval became probable during its second fiscal quarter of 2002. Accordingly,
we have provided for the impending settlement in its second quarter 2002
financial statements by accruing a liability of $1,200,000, which is equal to
the current fair market value of the settlement shares, plus an estimated amount
for expenses.

**SUBSEQUENT EVENTS**

         In July, 2002, we entered into an agreement for accounts receivable
funding with a national funding source as one step in improving our current cash
flow. We are currently working with two additional firms to obtain purchase
order funding for our current and future purchase orders.

         To obtain funding for our ongoing operations, we entered into a
Securities Purchase Agreement with three accredited investors on September 20,
2002 for the sale of (i) $1,000,000 in convertible debentures and (ii) warrants
to buy 3,000,000 shares of our common stock. The investors are obligated to
provide us with an aggregate of $1,000,000 as follows:

         o    $350,000 was disbursed on September 20, 2002

         o    $350,000 was disbursed on September 27, 2002

         o    $300,000 will be disbursed within ten days of the effectiveness of
              a registration statement covering these securities.

         Accordingly, we have received a total of $700,000 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) $0.075 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 $0.10 per share. In addition,
we have granted the investors a security interest in substantially all of our
assets and registration rights.

         We have executed a non-binding term sheet with these investors for
additional financing of up to $5,000,000 only to be made pursuant to mutually
acceptable terms. We can give no assurances that this financing will ever take
place.

         Subsequent to June 30, 2002, we received oral agreements from purchase
order funding firms that they will finance our purchase orders form qualified
dealers if we chose to do so.

                                       6
**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.

         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.

                                        7
**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.

                                       8
**INDEX TO EXHIBITS**

         99.1 Certification of George S. Bernardich, III

         99.2 Certification of Douglas Bauer

                                       9
**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 Tierra
Verde, State of Florida on January 24, 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

                                       10
**CERTIFICATIONS**

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

1.   I have reviewed this quarterly report on Form 10-QSB/A 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: January 24, 2003

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

I, Douglas Bauer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A 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: January 24, 2003

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