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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 September 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 November 15, 2002: 37,136,548

                                       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 September 30,
                        2002 and 2001 (Unaudited).....................F-7 - F-13

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

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

Signatures....................................................................15

Certifications................................................................16

                                       2

**PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                   SEAVIEW VIDEO TECHNOLOGY, INC.
                                      CONDENSED BALANCE SHEETS

                                               ASSETS**

                                                                    September 30,      December 31,
                                                                        2002              2001
                                                                    (Unaudited)
                                                                    -------------     -------------
Current Assets:
    Cash and cash equivalents                                       $    337,920      $      5,233
    Accounts receivable trade, net of allowance for
     doubtful accounts of $32,361 in 2002 and $24,389
     in 2001                                                             110,438            79,014
    Accounts receivable - factor                                          92,000                --
    Inventories                                                          390,331           742,690
    Prepaid expense and other current assets                              58,383            80,797
    Note receivable--officers                                             43,000            50,000
    Note receivable                                                       33,412                --
                                                                    -------------     -------------
        Total current assets                                           1,065,484           957,734

Licensing rights, net of accumulated amortization of $671,483
  in 2002 and $361,568 in 2001                                         1,394,617         1,704,532
Property and equipment, net                                              283,026           379,565
Deferred finance costs                                                    83,889                --
Due from related party                                                    93,861            93,861
                                                                    -------------     -------------
        Total assets                                                $  2,920,877      $  3,135,692
                                                                    =============     =============

Liabilities and Stockholders' Equity

Current Liabilities:
    Accounts Payable                                                     886,037           764,959
    Accrued liabilities                                                  265,565           167,784
    Advance from factor                                                   69,000                --
    Short term debt                                                       49,444                --
    Deferred revenue                                                      32,765            48,226
    Litigation settlement                                              1,200,000                --
                                                                    -------------     -------------
        Total current liabilities                                      2,502,811           980,969
                                                                    -------------     -------------

Stockholders' equity:
Common stock, $.001 par value, 100,000,000 shares authorized;
  issued and outstanding (37,236,548 - 2002; 28,571,809 - 2001)           37,237            28,572
Additional paid-in capital                                            11,321,015         9,018,699
Treasury stock, at cost, 353,575 shares                                 (277,757)         (277,757)
Unearned restricted stock compensation                                  (211,239)         (130,502)
Stock subscription                                                        (5,000)               --
Accumulated deficit                                                  (10,446,190)       (6,484,289)
                                                                    -------------     -------------
        Total stockholders' equity                                       418,066         2,154,723
                                                                    -------------     -------------
        Total liabilities and stockholders' equity                  $  2,920,877      $  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 September 30,
                                                          -------------------------------
                                                               2002              2001
                                                          -------------     -------------
                                                                             ( Restated )
Net Revenue                                               $    236,740      $    184,745
Cost of goods sold                                             184,871            93,568
Loss from write-down of inventory                              110,221                --
                                                          -------------     -------------
     Gross Profit (loss)                                       (58,352)           91,177
Operating expenses:
     Salaries and wages                                        178,166           117,793
     Advertising and promotions                                 10,394           105,323
     Depreciation and amortization                             118,772           123,183
     Research and development                                    8,476                --
     Professional and consulting fees                          144,860           164,585
     Other expenses                                            169,032           202,235
                                                          -------------     -------------
         Total operating expenses                              629,700           713,119
                                                          -------------     -------------
Net loss from operations                                      (688,052)         (621,942)

Other income (expense)                                         (69,079)               --
                                                          -------------     -------------
Loss before taxes                                             (757,131)         (621,942)

Income tax expense                                                  --                --
                                                          -------------     -------------
Net loss                                                  $   (757,131)     $   (621,942)
                                                          =============     =============

Basic and diluted net loss per common share                       (.02)             (.03)
                                                          =============     =============
Basic and diluted weighted average shares outstanding       36,411,167        18,543,178
                                                          =============     =============

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

                                       F-4

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

                                                          Nine Months Ended September 30,
                                                          -------------------------------
                                                               2002              2001
                                                          -------------     -------------
                                                                             ( Restated )
Net Revenue                                               $    518,315      $    683,216
Cost of goods sold                                             356,442           344,617
Loss from write-down of inventory                              110,221                --
                                                          -------------     -------------
     Gross Profit                                               51,652           338,599
Operating expenses:
     Salaries and wages                                      1,118,699           436,839
     Advertising and promotions                                168,307           257,260
     Depreciation and amortization                             362,024           317,897
     Research and development                                  195,078            45,502
     Professional and consulting fees                          501,863           446,192
     Other expenses                                            371,219           319,696
     Litigation settlement                                   1,200,000                --
                                                          -------------     -------------
         Total operating expenses                            3,917,190         1,823,386
                                                          -------------     -------------
Net loss from operations                                    (3,865,538)       (1,484,787)

Other income (expense)                                         (96,363)           (8,618)
                                                          -------------     -------------
Loss before taxes                                           (3,961,901)       (1,493,405)

Income tax expense                                                  --                --
                                                          -------------     -------------
Net loss                                                  $ (3,961,901)     $ (1,493,405)
                                                          =============     =============

Basic and diluted net loss per common share                       (.12)             (.08)
                                                          =============     =============
Basic and diluted weighted average shares outstanding       33,167,690        18,734,602
                                                          =============     =============

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

                                       F-5

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

                                                                           Nine Months Ended
                                                                           -----------------
                                                                     September 30,    September 30,
                                                                         2002             2001
                                                                     ------------     ------------
                                                                                      ( Restated )
Cash flows from Operating activities:
    Net Loss                                                         $(3,961,901)     $(1,493,405)
    Adjustments to reconcile net loss to net cash flows
        from operating activities:
        Litigation settlement                                          1,200,000               --
        Depreciation                                                      52,109           59,634
        Bad debt expense                                                  47,766               --
        Loss on disposal of property and equipment                        25,514               --
        Loss from write-down of inventory                                110,221               --
        Amortization of licensing rights                                 309,915               --
        Amortization of unearned compensation                            157,650          486,261
        Amortization of deferred finance costs                            19,444               --
        Accretion of debt discount                                         4,111               --
        Equity in loss of affiliate                                           --            8,618
        Stock-based compensation expenses                              1,032,082          190,598
     Changes in operating assets and liabilities:
        Accounts receivable trade                                       (171,190)           9,865
        Inventories                                                      242,138         (344,294)
        Prepaid expenses                                                  17,414          (13,533)
        Accounts payable trade                                           121,078          362,354
        Accrued liabilities                                               97,781           (7,075)
        Deferred revenue                                                 (15,461)              --
                                                                     ------------     ------------
Net cash flows from operating activities                                (711,329)        (740,977)

Cash flows from investing activities:
       Issuances of notes receivable                                     (74,439)              --
       Collection of notes receivable                                     41,027               --
       Collection of notes receivable - officers                           7,000               --
       Proceeds from disposal of property and equipment                   25,000               --
       Purchase of property and equipment                                 (6,084)              --
                                                                     ------------     ------------
Net cash flows from investing activities                                  (7,496)              --

Cash flows from financing activities:
       Proceeds from officer loan                                             --          235,000
       Proceeds from long-term debt                                       30,000               --
       Proceeds from factoring receivables                                69,000               --
       Proceeds from sales of common stock                               331,500          472,950
       Proceeds from convertible debentures                              621,012               --
                                                                     ------------     ------------
Net cash flows from financing activities                               1,051,512          707,950

Net change                                                               332,687          (33,027)
Cash at the beginning of the period                                        5,233           41,264
                                                                     ------------     ------------
Cash at the end of the period                                            337,920            8,237
                                                                     ============     ============

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      $   100,000
                                                                     ============     ============
       Stock returned as note repayment                              $        --      $   277,757
                                                                     ============     ============
       Issuance of stock for licensing rights                        $        --      $ 2,066,100
                                                                     ============     ============
       Receivables from sale of stock                                $        --      $   486,450
                                                                     ============     ============

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
                           SEPTEMBER 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 nine month period ended September 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
$3,961,901 during the nine months ended September 30, 2002, has used cash of
$711,329 during the same period in maintaining its operations, and has a working
capital deficiency of $237,327 as of September 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 nine months ended September 30, 2002, the Company received $1,051,512
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.     FACTORED ACCOUNTS RECEIVABLE**

During the third quarter of 2002, the Company entered into an accounts
receivable financing facility under which cash collections on certain eligible
accounts receivable are assigned to a financial institution. Under this
arrangement, eligible customers make their payments directly to the financial
institution. Upon receipt of payment, the financial institution remits the
balance of the factored account, less its fees, to the Company. The Company has
received aggregate proceeds of $69,000 under the factoring arrangement, related
to gross factored accounts receivable of $92,000. The Company is accounting for
its accounts receivable factoring arrangement as a secured borrowing pursuant to
SFAS No. 140, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES. The Company's assets, including accounts
receivable, inventory and property and equipment secure the agreement. As a
result, the balances of accounts receivable assigned to the lending institution
as of September 30, 2002 are shown as assets of the Company and the amounts
advanced to the Company are shown as payable to the factor. The related service
charge is reflected in interest expense in the period that the accounts
receivable are transferred.

                                       F-7

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

3.     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 nine months
ended September 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.

**4.     INTANGIBLE ASSETS**

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

           September 30, 2002            Marine        Security
                                        Products       Products         Total
                                       -----------    -----------    -----------
Intangible asset cost                  $  706,000     $1,360,100     $2,066,100
Less: accumulated amortization            229,450        442,033        671,483
                                       -----------    -----------    -----------
                                       $  476,550     $  918,067     $1,394,618
                                       ===========    ===========    ===========

           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 September 30, 2002        $     103,500
                                                       ==============
          Nine months ended September 30, 2002         $     310,000
                                                       ==============
       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-8

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

5.     SHORT-TERM DEBT**

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.

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 one year from the date of issuance; interest
is payable quarterly. The convertible notes are convertible into shares of
common stock solely at the creditor's option at a conversion rate amounting to
the lower of (i) $0.075 or (ii) 50% of the average of the three lowest intraday
trading prices for the Company's common stock for the 20 trading days before the
conversion date. On the Commitment Date, the Company's closing market value was
$0.13 and the three lowest intraday trading prices for the 20 trading days
before the Commitment Date were all $0.12; thus the conversion rate on the
Commitment Date amounted to $0.06 per common share. The warrants, which have an
exercise price of $0.10 and a three-year term, were fully issued on the
Commitment Date.

During 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 Black-Scholes pricing model; the face value of the notes
was considered by management to equal their respective fair values. As a result
of this allocation, approximately $117,000 was recorded for the warrants as paid
in capital in the month of September. 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%. 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 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%
                                              =============================

                                       F-9

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

Amortization of the debt discounts and debt issue costs during the quarter ended
September 30, 2002 amounted 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 will 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.

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 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.

**6.     STOCKHOLDERS' EQUITY**

During the nine months ended September 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 nine months ended September 30, 2002, the Company issued 2,818,300
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
$702,607 in the aggregate.

During the nine months ended September 30, 2002, the Company issued 1,613,261
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 $357,472 in the aggregate. As of September 30, 2002, unearned
consulting expense amounted to $237,444. Consulting expense amortized into
earnings during the nine month period ending September 30, 2002 amounted to
$131,445.

During the nine months ended September 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.

During the nine months ended September 30, 2002, the Company issued 378,000
shares of Restricted common stock to investors for financing fees. The common
stock was valued based upon the trading market prices on the dates of issuance,
or $49,140 in the aggregate.

                                      F-10

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

7.     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, we will issue 6,000,000 shares our common stock to the class
participants. Upon satisfaction of the requirements of the Securities Act of
1933, the shares may be resold without regard to Rules 144 or 145(c) of the
Securities Act if the holders are not affiliates of any party to the settlement
or the registrant and will not be affiliates of the registrant after the
settlement shares are distributed. If the holders are affiliates of any party to
the settlement prior to the settlement or are affiliates of the registrant prior
to or subsequent to the settlement, then the resale of the securities
distributed in the settlement may only be accomplished in the manner provided by
Rule 145 of the Securities Act. In addition, 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 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.

                                       F-11

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

8.    CUSTOMER CONCENTRATIONS**

Although the Company serves a large and varied group of customers, one customer
accounted for 39% and 18% of total revenue for the three and nine months ended
September 30, 2002, respectively. No customers accounted for more than 10% of
total revenue for the three or nine months ended September 30, 2001.

**9.     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:

                                          Nine Months Ended September 30, 2002
                                         ---------------------------------------

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

Net revenue                              $ 314,306      $ 204,009     $ 518,315
Cost of sales                              249,542        106,900       356,442
Loss from write-down of inventory          110,221             --       110,221
                                         ----------     ----------    ----------
Gross profit                             $ (45,457)     $  97,109     $  51,652
                                         ==========     ==========    ==========
Research and development:
  Stock-based                            $  85,378      $      --     $  85,378
  Other                                  $ 109,709      $      --     $ 109,709

                                          Nine Months Ended September 30, 2001
                                         ---------------------------------------

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

Net revenue                              $      --      $ 683,216     $ 683,216
Cost of sales                                   --        344,617       344,617
                                         ----------     ----------    ----------
Gross profit                             $      --      $ 338,599     $ 338,599
                                         ==========     ==========    ==========
Research and development:
  Stock-based                            $  45,502      $      --     $  45,502
  Other                                  $      --      $      --     $      --

**10.     RESTATEMENTS**

The unaudited quarterly financial information for the quarterly and nine month
periods ending September 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.

                                       F-12

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

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 7. 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.

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

                                         Three Months Ended   Nine Months Ended
                                         September 30, 2001   September 30, 2001
                                         ------------------   ------------------

       Revenues, as originally reported     $   184,745          $   891,216
         Sales adjustment                            --             (208,000)
                                            ------------         ------------
      Revenues, as restated                 $   184,745          $   683,216
                                            ============         ============

      Net loss, originally reported         $  (332,730)         $  (688,562)
      adjustment for:
        Margin on sales adjustment                   --             (108,000)
        Equity in losses of investee             33,868               96,277
        Stock-based compensation                 (7,046)            (105,548)
        Licensing rights amortization          (103,305)            (258,263)
        Deferred income taxes                  (212,729)            (429,309)
                                            ------------         ------------
      Net loss, as restated                 $  (621,942)         $(1,493,405)
                                            ============         ============

      Net loss per share, originally
        reported:                           $     (0.02)         $     (0.04)
                                            ============         ============
      Net loss per share, as restated       $     (0.03)         $     (0.08)
                                            ============         ============

                                      F-13

**Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         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 prospectus. See "Risk Factors."

During the quarterly period ended September 30, 2002, management focused its
efforts essentially in the same areas as the previous quarter:

        o   Securing interim and long-term financing

        o   Continuation of R & D efforts for all power line products, including
            the SecureView product line, DC transportation systems, and parking
            lot surveillance systems

        o   Solidifying overseas production capabilities

        o   Manufacturing and delivering current customer orders

As we reported in our 10QSB filed on August 19, 2002, for the second quarter
ended June 30, 2002, the Company entered its fiscal third quarter in an
undercapitalized position. On September 20, 2002, near the quarter's end, the
Company was able to secure financing in the form of a $1,000,000 convertible
debenture with a one year maturity. (See "liquidity & capital resources" or Note
5 to the financial statements)

The Company continued to make considerable progress in the Research &
Development area for all of its power line products. Final-stage development of
the Company's DC Video boards for the transportation market continued, as did
the certification testing in both lab and field environments. The product was
presented and tested with several additional potential customers during the
quarter, with very positive results. The Company also began the design phase
with limited testing for several new form factors (in addition to its "camera in
a light bulb") in its SecureView product line.

The Company continued to solidify overseas production capabilities. The
manufacturing cost reductions gained through these arrangements will allow the
Company's sales personnel to offer large consumer retailers better selling price
points for the Company's retail consumer power line products.

Despite the lack of working capital, with commitments from several vendors and
the addition of accounts receivable factoring, the Company was able to maintain
a steady flow of shipments to customers throughout the quarter. For the quarter
ended September 30, 2002, the Company's net revenue increased 28% compared to
the same quarter in the previous year. (See "Results of Operations")

                                       3
**Results of Operations

NINE MONTHS ENDED SEPTEMBER 30,2002 AND SEPTEMBER 30, 2001

NET REVENUE.** Net revenue decreased 24% from $683,216 for the nine months ended
September 30, 2001 to $518,315 for the nine months ended September 30, 2002.
Marine product segment sales were $204,009 or 39% of total revenues for the nine
months ended September 30, 2002 compared to $683,216, or 100% of total revenues,
for the nine months ended September 30, 2001. Overall, marine product sales
decreased $479,207, or 70%, from $683,216 for the nine-month period ended
September 30, 2001 to $204,009 for the same period in 2002. Security product
segment sales were $314,306 or 61% of total revenues for the nine months ended
September 30, 2002. The Company's security products were first introduced for
sale in May of 2001 and there were no sales of these products during the nine
months ended September 30, 2001. The sluggish economy adversely affected our
sales volumes and pricing in the marine products segment, as well as the
Company's decision to reduce its 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 61% of our sales for the nine months ended September 30, 2002,
will contribute the majority of our total future net revenues.

**COST OF GOODS SOLD.** Cost of Goods sold increased 3% from $344,617 for the nine
months ended September 30, 2001 to $356,442 (before inventory write-down) for
the nine months ended September 30, 2002. As a percentage of net revenue, cost
of goods sold increased to 69% from 50% in the prior year comparative nine
months ended September 2001. Cost of goods sold for the marine products segment
decreased $237,717, or 69%, from $344,617 for the nine month period ended
September 30, 2001 to $106,900 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 nine-months ended September 30, 2001 to 52% for same period in 2002.
Cost of goods sold for the security products segment amounted to $249,542 for
the nine-months ended September 30, 2002, 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 79%. 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 segment was due to Management's
decision to base its 2nd and 3rd quarter pricing on the new cost structure from
its overseas manufacturers principally, China, which will commence in
approximately the first fiscal quarter of 2003. Costs of manufacturing overseas
are significantly lower than the current domestic production costs and has
allowed management to meet targeted price points as requested by large consumer
retail buyers.

                                       4

**COST OF GOODS SOLD (INVENTORY WRITE-DOWN).** For the nine months ended September
30, 2002, the Company recorded an inventory write-down in the amount of
$110,221, to lower of cost or market. The write-down was exclusively related the
security products segment inventory. The effect on the cost of goods sold for
the security product segment for the nine months ended September 30, 2002, after
accounting for the one time write-down, results in revised amount of $359,763 or
(-14%), compared to 79% before the adjustment. (See cost of goods sold.) The
arrangements that the Company has made to manufacture its products overseas has
resulted in a significant reduction in total product costs as compared to the
domestic product costs for inventory that was purchased in the previous 18
months and currently held in inventory. During the nine months ended September
30, 2002, specifically in the 2nd and 3rd quarters, Management revised the
pricing for the Company's security products based on this new cost structure in
an attempt to meet targeted price points as requested by large consumer retail
buyers. Management determined that the write-down was necessary as the current
inventory values would never be realized in the new pricing environment. The
inventory is not obsolete, and will be liquidated under the new pricing
structure prior to overseas production start-up.

**GROSS PROFIT MARGIN.** Gross profits on sales for the nine months ended September
30, 2002 amounted to $51,652, or 10% of net revenues, compared to $338,599, or
50% of net revenues, for the nine months ended September 30, 2001. The marine
products segment contributed $97,109 and $338,599 of the total gross profit for
the nine months ended September 30, 2002 and 2001, respectively. The security
products segment contributed ($45,457) of the total gross profit for the nine
months ended September 30, 2002; none in 2001. The gross profit percentage for
the marine products segment increased from 50% for the nine months ended
September 31, 2001 to 48% for the nine months ended September 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 nine months ended September 30, 2002. The gross
profit percentage for the security products segment amounted to -14% for the
nine months ended September 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. 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.

**SALARIES AND WAGES.** Salaries and Wages increased 156% from $436,839 for the nine
months ended September 30, 2001 to $1,118,699 for the nine months ended
September 30, 2002. The increase was due primarily to the addition of executive
level employees as the Management prepares to execute its long-term business
plan. In addition only partial or no salaries were being paid to executive level
employees during the nine months ended September 30, 2001. Due to the shortage
of capital throughout the period ended September 30, 2002, a portion of salaries
were paid to employees through the issuance of 144 restricted common stock,
valued at quoted market prices on last trading day of the month earned. Salaries
and Wages includes non-cash stock based compensation of $702,607 for the nine
months ended September 30, 2002.

                                       5

**ADVERTISING AND PROMOTION.** Advertising and promotions decreased 35% from
$257,260 for the nine months ended, September 30, 2001 to $168,307 for the nine
months ended, September 30, 2002. The decrease was due primarily to Management's
decision sell directly to dealer and large consumer retailer contacts rather
than marketing direct to the consumer. Budgetary limitations were also a factor
as the Company remained in an under capitalized condition throughout the period.
The 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
14% from $317,897 for the nine months ended September 30, 2001 to $362,024 for
the nine months ended September 30, 2002. There were no significant changes in
capital equipment or licensing agreements that had a significant effect on
depreciation expense during the nine months ended September 30, 2002. 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 that are associated with
technologies under development in connection with our security products segment.
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
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 $309,915
was amortized for the nine months ended September 30, 2002.

**RESEARCH & DEVELOPMENT.** Research and development expense increased 329% from
$45,502 for the nine months ended September 30, 2001, to $195,078 for the nine
months ended September 30, 2002. The increase was due to management's decision
to authorize expenditures for the refinement of its current product line and
develop new products utilizing the Company's patented and licensed technologies.
Research and development costs consist of all expenditures related to the
improvement and development of the Company's current product line, new product
development, and engineering consulting fees associated with licensed
technology. 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 expenditures are primarily
related to the development of the Company's security products and it expects to
continue to invest in the development of these products for the next several
years.

**PROFESSIONAL FEES.** Professional and consulting fees increased 12% from $446,192
for the nine months ended September 30, 2001 to $501,863 for the nine months
ended September 30, 2002. The increase was due primarily from accounting
expenses incurred to perform the Company's 2001 year end audit; and legal
expenses related to the Company's defense of class action litigation and
regulatory matters. (See Part II, Item 1, Legal Proceedings.) Professional and
consulting fees include fees paid to attorneys, accountants, and business
consultants. Professional and consulting fees includes non-cash stock based
compensation of $329,475 for the nine months ended September 30, 2002.

                                       6

**OTHER EXPENSES.** Other expenses increased 16% from $319,696 for the nine months
ended September 30, 2002 to $371,219 for the nine months ended September 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 also includes travel, delivery, supplies, property taxes,
insurance, bank charges, and various other expenses that are classified as
miscellaneous.

**LITIGATION SETTLEMENT.**The Company recorded a charge of $1,200,000 for the nine
months ended September 30, 2002 to account for the common stock to be issued
under the settlement of a class action lawsuit. The proposed settlement
stipulates that we would issue 6,000,000 (six million) shares of our common
stock to the class participants. We used the closing market price of $.20 per
share on June 28, 2002, 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.

**THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001

NET REVENUE.** Net revenue increased 28% from $184,745 for the quarter ended
September 30, 2001 to $236,740 for the quarter ended September 30, 2002. Marine
product segment sales were $41,743 or 18% of total revenues for the quarter
ended September 30, 2002 compared to $184,745, or 100% of total revenues, for
the three months ended September 30, 2001. Overall, marine product sales
decreased $143,002, or 77%, from $184,745 for the three-month period ended
September 30, 2001 to $41,743 for the same period in 2002. Security product
segment sales were $194,997 or 82% of total revenues for the quarter ended
September 30, 2002. The Company's security products were first introduced for
sale in May of 2001 and there were no sales of these products during the three
months ended September 30, 2001. The sluggish economy adversely affected our
sales volumes and pricing in the marine products segment, as well as the
Company's decision to reduce its 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 82% of our sales for the three
months ended September 30, 2002, will contribute the majority of our total
future net revenues.

                                       7

**COST OF GOODS SOLD.** Cost of Goods sold increased 98% from $93,568 for the
quarter ended September 30, 2001 to $184,871 (before inventory write-down) for
the quarter ended September 30, 2002. As a percentage of net revenue, cost of
goods sold increased to 78% (before inventory write down) from 51% in the prior
year comparative quarter ended September 30, 2001. Cost of goods sold for the
marine products segment decreased $78,264, or 84%, from $93,568 for the three
month period ended September 30, 2001 to $15,304 for the same period in 2002. As
a percentage of revenue, cost of goods sold for the marine product segment
decreased from 51% for the three-months ended September 30, 2001 to 37% for same
period in 2002. Cost of goods sold for the security products segment amounted to
$79,973 for the three-months ended September 30, 2002, 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 41%. Total cost of goods sold decreased
because of lower sales volumes, as discussed under net revenues, above. In
addition, margins in the marine products segment were virtually unchanged on a
comparative basis. The Company currently expects an overall decrease in the cost
of goods sold as a percentage of net revenues for the security products segment,
due to Management's decision to base its current quarter pricing on the new cost
structure from its overseas manufacturers principally, China, which will
commence in approximately the first fiscal quarter of 2003. Costs of
manufacturing overseas are significantly lower than the current domestic
production costs and has allowed management to meet targeted price points as
requested by large consumer retail buyers.

**COST OF GOODS SOLD (INVENTORY WRITE-DOWN).** For the quarter ended September 30,
2002, the Company recorded an inventory write-down in the amount of $110,221, to
lower of cost or market. The write-down was exclusively related the security
products segment inventory. The effect on the cost of goods sold for the
security product segment, after accounting for the one time write-down, results
in revised amount of $270,880 or (-39%), compared to 18% before the adjustment.
(see cost of goods sold.) The arrangements that the Company has made to
manufacture its products overseas has resulted in a significant reduction in
total product costs as compared to the domestic product costs for inventory that
was purchased in the previous 18 months and currently held in inventory. During
the quarter ended September 30, 2002, Management revised the pricing for the
Company's security products based on this new cost structure in an attempt to
meet targeted price points as requested by large consumer retail buyers.
Management determined that the write-down was necessary as the current inventory
values would never be realized in the new pricing environment. The inventory is
not obsolete, and will be liquidated under the new pricing structure prior to
overseas production start-up.

**GROSS PROFIT MARGIN.**Gross profits on sales for the three months ended September
30, 2002 amounted to ($58,352), or -25% of net revenues, compared to $91,177, or
49% of net revenues, for the three months ended September 30, 2001. The marine
products segment contributed $26,441 and $91,177 of the total gross profit for
the three months ended September 30, 2002 and 2001, respectively. The security
products segment contributed ($84,793) of the total gross profit for the three
months ended September 30, 2002; none in 2001. The gross profit percentage for
the marine products segment decreased from 49% for the three months ended
September 31, 2001 to -25% for the three months ended September 30, 2002. This
decrease was primarily due to loss from write-down of inventory during the three
months ended September 30, 2002. The gross profit percentage for the security
products segment amounted to -43% for the three months ended September 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. 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.

**SALARIES AND WAGES.** Salaries and Wages increased 51% from $117,793 for the
quarter ended September 30, 2001 to $178,166 for the quarter ended September 30,
2002. The increase was due primarily to the addition of executive level
employees as the Management prepares to execute its long-term business plan.
Salaries and Wages includes non-cash stock based compensation of $20,088 as
recorded during the quarter.

                                       8

**ADVERTISING AND PROMOTION.** Advertising and promotions decreased 90% from
$105,323 for the quarter ended, September 30, 2001 to $10,394 for the quarter
ended September 30, 2002. The decrease was due primarily to Management's
decision sell directly to dealer and large consumer retailer contacts rather
than marketing direct to the consumer. Budgetary limitations were also a factor
as the Company remained in an under capitalized condition throughout the
quarter. The 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 decreased
3.5% from $123,183 for the quarter ended, September 30, 2001 to $118,772 for the
quarter ended September 30, 2002. The decrease was due to the expiration of the
depreciable useful lives of a portion of the Company's fixed assets. There were
no significant changes in capital equipment or licensing agreements that would
have had an effect on depreciation expense. 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 that are associated with technologies under development in connection
with our security products segment. 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 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 $103,305 was amortized for the quarter ended
September 30, 2002.

**RESEARCH & DEVELOPMENT.** Research and development expense incurred for quarter
ended September 30, 2002 was $8,476. No research and development costs were
incurred in the quarter ended September 30, 2001, therefore, no comparative
analysis can be made. Research and development costs consist of all expenditures
related to the improvement and development of the Company's current product
line, new product development, and engineering consulting fees associated with
licensed technology. 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 expenditures
are primarily related to the development of the Company's security products and
it expects to continue to invest in the development of these products for the
next several years.

**PROFESSIONAL FEES.** Professional and consulting fees decreased 12% from $164,585
for the quarter ended September 30, 2001 to $144,860 for the quarter ended
September 30, 2002. Professional and consulting fees include fees paid to
attorneys, accountants, and business consultants. The decrease was due primarily
to a reduction in legal expenses related to the Company's defense of class
action litigation and regulatory matters. See Part II, Item 1, Legal
Proceedings. Professional and consulting fees includes non-cash stock based
compensation of $33,707 for the quarter ended September 30, 2002.

**OTHER EXPENSES.** Other expenses decreased 16% from $202,235 for the quarter ended
September 30, 2002 to $169,032 for the quarter ended September 30, 2002. The
decrease was due primarily to Management's effort to reduce overhead operating
expenses as part of the down sizing program initiated in the first quarter of
the current fiscal year. Other expenses includes rent, storage, utilities,
telephone, travel, insurance, supplies, delivery, property taxes, bank charges,
and various other expenses that are classified as miscellaneous.

                                       9
**LIQUIDITY & CAPITAL RESOURCES**

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
$3,961,901 during the nine months ended September 30, 2002, has used cash of
$711,329 during the same period in maintaining its operations, and has a working
capital deficiency of $187,883 as of September 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 new management worked through various legal
issues it inherited as well as a shortage of capital to execute its business
plan. In addition, the Company has devoted significant efforts in the further
development and marketing of products in 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 nine months ended September 30, 2002, the Company received $700,000
in debt and equity financing and continues to address several additional
financing sources. However, there can be no assurances that additional financing
can be obtained on conditions considered by management to be reasonable and
appropriate. The financial statements do not include any adjustments that might
arise as a result of this uncertainty.

During the quarter ended September 30, 2002, the Company funded its losses from
operations by raising capital through the signing of a 12% convertible
debenture. Through September 30, 2002, the Company had received installments
totaling $700,000 from a total of $1,000,000 available under the note. (See note
5 of the financial statements.)

The Company currently has no material commitments for capital expenditures.
However, there is one  area where the management expects significant resources
may be required:

        o   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.  We
            cannot quantify the amount of resources for this issue because it
            is difficult to forecast customer orders in the various new markets
            recently entered.

                                       10

In addition, we may have to expend additional resources if two semiconductor
parts used in the manufacture of our security products are discontinued.
Although we cannot quantify the amount of this potential commitment, we believe
this issue does not pose an imminent material risk at this time for the
following three reasons:

                1.   the semiconductor parts have not been discontinued and we
                     have no indication if and when this may occur;
                2.   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 2002 fiscal year results; and
                3.   the semiconductor parts can be replaced with other parts we
                     can obtain.

In July, 2002, the Company entered into an agreement for accounts receivable
funding with a national funding source as one step in improving its current cash
flow. Under this arrangement, eligible customers make their payments directly to
the financial institution. Upon receipt of payment, the financial institution
remits the balance of the factored account, less its fees, to the Company.
To-date, the Company has received aggregate proceeds of $69,000 under the
factoring arrangement, related to gross factored accounts receivable of $92,000.
The balance will be collected from the factor upon its collection, less its fees
that range from 3% to 15% of the gross accounts receivable, depending on the
period outstanding (equivalent annual effective interest of 36% to 60%,
respectively). The Company is currently working with several other firms to
obtain purchase order funding for its current and future purchase orders.

         On May 17, 2002, we reached an agreement in principle, in the form of a
Memorandum of Understanding, to settle the class action lawsuit discussed in
Note 10 to the Annual Financial Statements. In the settlement, we will issue
6,000,000 shares our common stock to the class participants. Upon satisfaction
of the requirements of the Securities Act of 1933, the shares may be resold
without regard to Rules 144 or 145(c) of the Securities Act if the holders are
not affiliates of any party to the settlement or the registrant and will not be
affiliates of the registrant after the settlement shares are distributed. If the
holders are affiliates of any party to the settlement prior to the settlement or
are affiliates of the registrant prior to or subsequent to the settlement, then
the resale of the securities distributed in the settlement may only be
accomplished in the manner provided by Rule 145 of the Securities Act. In
addition, we will pay, up to a maximum of $125,000, for costs incurred by the
plaintiffs in the litigation, plus the costs of settlement notice and
administration. 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.

         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. This prospectus relates to the
resale of the common stock underlying these convertible debentures and warrants.
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 30, 2002

         o    $300,000 will be disbursed within ten days of the effectiveness of
              this prospectus.

         Accordingly, we have received a total of $700,000 pursuant to the
Securities Purchase Agreement.

                                       11

         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
the warrants exercise price and number of shares issuable under the warrants
gets adjusted in the event we issue common stock at a price below market, with
the exception of any securities issued as of the date of this warrant. In
addition, we have granted the investors a security interest in substantially all
of our assets and registration rights.

         The Company allocated the proceeds received from the first two
traunches of convertible notes and warrants between the securities basted upon
their relative fair values. Fair value for the warrants was determined using the
Black-Scholes pricing model; the face value of the notes was considered by
management to equal their respective fair values. In addition, the Company
allocated the remaining proceeds of the convertible debt 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. These
discounts will be accreted to the face value of the debt through periodic
charges to interest over the term of the underlying notes. As a result of these
discounts, the contractual interest rate and the amortization of debt issue
costs, the effective interest rate on the convertible notes payable amounts to
126%, assuming the notes are held to maturity. The following table reflects the
components of the effective interest rate:

                                                  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%
                                              ==============   ===============

         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.

**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.

                                       12

**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.

**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.

                                       13

**INDEX TO EXHIBITS**

         99.1 Certification of George S. Bernardich, III

         99.2 Certification of Douglas Bauer

                                       14

**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 16, 2002.

                  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

                                       15

**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 16, 2002

/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 16, 2002

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