SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2000

          [ ]    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 UNDERWATER RESEARCH, 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 UNDERWATER RESEARCH, INC.
                            200 MADONNA BLVD. SUITE A
                             TIERRA VERDE , FL 33715

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

                                  GOPHER, 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 March 28, 2000: 12,417,200

<PAGE>

                        SEAVIEW UNDERWATER RESEARCH, INC.


                                      INDEX

Part I.  FINANCIAL INFORMATION                                         Page No.


         Item 1.   Financial Statements                                 3 - 8

         Item 2.   Management's Discussion and Analysis of Financial    9 - 13
                   Condition and Results of Operations

Part II. OTHER INFORMATION                                              14

         Item 6.   Exhibits and Reports on Form 8-K                     14

Signatures                                                              15

Exhibits                                                                16 - 17

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1. Financial statements

                        SEAVIEW UNDERWATER RESEARCH, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            MARCH 31,       DECEMBER 31,
                           ASSETS                             2000             1999
                                                           -----------      ------------
                                                           (unaudited)
<S>                                                        <C>              <C>
Current Assets:
    Cash and cash equivalents ........................     $   417,979      $      --
    Accounts receivable-Trade ........................         232,705             --
    Accounts receivable-Employees ....................          27,322             --
    Accounts receivable-Officer ......................       1,146,534             --
    Prepaid expenses .................................         136,123            9,197
    Income tax benefit ...............................            --             25,795
    Inventory ........................................         283,612          120,604
                                                           -----------      -----------
       TOTAL CURRENT ASSETS ..........................       2,244,275          155,596
Property and equipment, net ..........................         313,597          140,330
Patent ...............................................          30,000             --
Deferred tax asset ...................................         180,613           28,023
                                                           -----------      -----------
       TOTAL ASSETS ..................................       2,768,485      $   323,949
                                                           ===========      ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Due to Bank ......................................            --             10,412
    Accrued liabilities ..............................            --             53,562
       TOTAL CURRENT LIABILITIES .....................            --             63,974
       Subordinated convertible debentures ...........       2,735,237             --
                                                           -----------      -----------
       TOTAL LIABILITIES .............................       2,735,237           63,974
Stockholders' equity:
Capital stock ........................................           9,654            9,380
Additional paid-in capital ...........................         338,037          335,571
Unearned Restricted Stock Compensation ...............         (65,972)         (74,306)
Retained earnings ....................................        (248,471)         (10,670)
                                                           -----------      -----------
       TOTAL STOCKHOLDERS' EQUITY ....................          33,248          259,975
                                                           -----------      -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....     $ 2,768,485      $   323,949
                                                           ===========      ===========
</TABLE>


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

                                       3
<PAGE>

                        SEAVIEW UNDERWATER RESEARCH, INC.
                               STATEMENT OF INCOME
                                   (Unaudited)

                                                          QUARTER ENDED
                                                   ----------------------------
                                                     MARCH 31,       MARCH 31,
                                                       2000             1999
                                                   -----------      -----------

Net Revenue .....................................  $   421,068      $   300,869
Cost of goods sold ..............................       60,997           48,256
                                                   -----------      -----------
     GROSS PROFIT ...............................      360,071          252,613
Operating expenses:
     Salaries  & Wages ..........................      111,422           74,989
     ADVERTISING & PROMOTIONS ...................      458,707           75,274
     Depreciation ...............................       10,675            3,950
     Rent & Utilities ...........................       17,029           20,626
     Other Expenses .............................      127,334           20,081
                                                   -----------      -----------
         TOTAL OPERATING EXPENSES ...............      725,167          194,920
                                                   -----------      -----------
         OPERATING (LOSS) PROFIT ................     (365,096)          57,693
INTEREST INCOME .................................          501             --
                                                   -----------      -----------
INCOME  BEFORE TAXES ............................     (364,595)          57,693
INCOME TAX (BENEFIT) EXPENSE ....................     (126,794)            --

NET INCOME ......................................     (237,801)          57,693
PRO FORMA TAX EXPENSE (NOTE 2) ..................         --             20,072
                                                   -----------      -----------
PRO FORMA NET INCOME (NOTE 2) ...................  $  (237,801)     $    37,621
                                                   ===========      ===========

Basic net (loss) income per common share ........         (.03)             .01
Diluted net (loss) income per common
     share ......................................         (.03)             .01

Pro forma basic net income per common share .....         (.03)             .01
Pro forma diluted net income per common
     share ......................................         (.03)             .01
Basic weighted average number of common shares
    outstanding .................................    6,884,462        5,000,000
Diluted weighted average  number of common shares
    outstanding .................................    6,884,462        5,181,233


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

                                        4

<PAGE>

                        SEAVIEW UNDERWATER RESEARCH, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         QUARTER ENDED
                                                                  ----------------------------
                                                                    MARCH 31,       MARCH 31,
                                                                      2000             1999
                                                                  -----------      -----------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net  income ............................................     $  (237,801)     $    57,693
     Adjustments to reconcile net income to net cash provided
        by operating activities:
        Depreciation ........................................          10,675            3,950
        Amortization of unearned compensation ...............           8,333            1,541
        Compensation expense of stock issuance to consultants           2,740             --
     Changes in operating assets and liabilities:
        Increase in accounts receivable -trade ..............        (232,705)            --
        Increase in accounts receivable-employees ...........         (27,322)            --
        Increase in accounts receivable-officer .............      (1,146,534)            --
        Increase in prepaid assets ..........................        (126,926)            --
        Increase in inventory ...............................        (163,008)         (33,999)
        Decrease in income tax benefit ......................          25,795             --
        Increase in patent ..................................         (30,000)            --
        Increase in deferred tax asset ......................        (152,589)            --
        Decrease in accrued Liabilities .....................         (53,562)            --
     Net cash provided by (used in) operating activities ....      (2,122,904)          29,185
CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment ....................        (183,942)          (3,150)
                                                                  -----------      -----------
        Net cash used in investing activities ...............        (183,942)          (3,150)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from recapitalization .........................            --            250,000
     Proceeds from issuance of convertible debentures .......       2,735,237             --
     Distribution to shareholders ...........................            --           (250,000)
                                                                  -----------      -----------
        Net cash provided by financing activities ...........       2,735,237                0
                                                                  -----------      -----------
        Net (decrease) increase in cash and cash equivalents          428,391           26,035
         Cash and cash equivalents at beginning of period ...         (10,412)          14,515
                                                                  -----------      -----------
Cash and cash equivalents at end of period ..................     $   417,979      $    40,550
                                                                  ===========      ===========
</TABLE>

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

                                        5

<PAGE>

                        SEAVIEW UNDERWATER RESEARCH, INC.
               Notes to Interim Consolidated Financial Statements
                           March 31, 2000 (Unaudited)

1.       OPERATIONS AND ORGANIZATION

         Seaview Underwater Research, Inc. ("the Company") sells underwater
         video cameras direct to the public and through an expanding retailers
         network. The manufacturing of the video cameras is contracted out to an
         independent company.The company was incorporated in the State of
         Florida on April 2, 1998, and had no operations prior to incorporation.
         The company is located at 200 Madonna Blvd. Suite A, Tierra Verde,
         Florida 33715.

2.       SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION / BASIS OF CONSOLIDATION. The accompanying
         unaudited financial statements have been prepared in accordance with
         prescribed guidance of the Securities and Exchange Commission ("SEC"),
         and therefore, do not include all information and footnotes necessary
         for a complete presentation of financial position, results of
         operations, cash flows and stockholders' equity in conformity with
         generally accepted accounting principals. In the opinion of management,
         all adjustments considered necessary for a fair presentation of the
         results of operations and financial position have been included and all
         such adjustments are of a normal recurring nature. Operating results
         for the three month period ended March 31, 2000, are not necessarily
         indicative of the results that can be expected for a full fiscal year.

         INVENTORIES. Inventories consist of finished goods held for resale and
         are stated at the lower of cost or market. Inventory costs are
         determined using the first-in, first-out (FIFO) method.

         PROPERTY AND EQUIPMENT. Property and equipment are stated at cost less
         accumulated depreciation. Depreciation on property and equipment is
         calculated on the straight line method over the estimated useful lives
         of the assets ranging from five to seven years. Maintenance and repairs
         are charged to expense as incurred.

         STOCK BASED COMPENSATION. In October 1995, the Financial Accounting
         Standards Board issued Statement of Financial Accounting Standard
         ("SFAS") No. 123, "Accounting for Stock-Based Compensation". SFAS 123
         allows companies which have stock based compensation arrangements with
         employees to adopt a fair-value basis of accounting for equity
         instruments or to continue to apply the intrinsic value based method
         required by with Accounting Principles Board ("APB") Opinion No. 25,
         "Accounting for Stock issued to Employees". The company has elected to
         account for stock based compensation arrangements in accordance with
         APB No. 25.

         REVENUE RECOGNITION. Revenue is recognized at the time of product
         shipment. Such revenue is recorded net of Estimated product return. At
         March 31, 2000, estimated amounts for returns are not considered
         material.

         INCOME TAXES. Prior to April 1, 1999, the company had elected S
         Corporation status under Section 1362(a) of the Internal Revenue Code.
         Under the election, the stockholders included their share of the
         Company's applicable taxable income or loss on their federal income tax
         return. Accordingly, no provision for income taxes had been made. On
         April 1, 1999, the Company elected to terminate its Subchapter S status
         in favor of a taxable C Corporation as designated in the Internal
         Revenue Code. Accordingly, pro forma income taxes, net income, and
         earnings per share have been included on the face of the historical
         income statement for the period presented prior to April 1, 1999. In
         addition, a pro forma adjustment has been made to reclassify
         undistributed earnings of $180,467 through April 1, 1999 as additional
         paid in capital.

                                       6
<PAGE>

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases. Deferred tax assets and liabilities are measured
         using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be recovered
         or settled. The effect on deferred tax assets and liabilities of a
         change in the tax rate is recognized in income in the period that
         includes the enactment date of the rate change.

         USE OF ESTIMATES. The preparation of financial statements in conformity
         with generally accepted accounting principles requires management to
         make estimates and assumptions that affect certain reported amounts and
         disclosures. Accordingly, actual results could differ from those
         estimates.

3.       NOTE RECEIVABLE

         During the first quarter of 2000, the Company accepted a $ 1,146,534
         non-interest bearing note from an officer. The note was collateralized
         by 6.5 million shares of Company stock. The term of the loan was thirty
         days, and the note was repaid in full during April 2000.

4.       STOCK AWARD AGREEMENT

         Under a Professional Services Agreement effective March 25, 1999,
         2,700,000 shares of restricted common stock were issued to a key
         employee. Upon issuance of stock under the plan, unearned compensation
         equivalent to the market value of the stock at the date of grant is
         charged to stockholders' equity and subsequently amortized over the
         period of the agreement, three years. Amortization of $ 8,333 was
         recorded for the three month period ended March 31, 2000.

         Because the terms of the Professional Services Agreement call for no
         cash payment by the employee, the intrinsic value of the compensation
         to the employee as defined by APB No. 25 equals the fair market value
         of the award as defined by SFAS No. 123. Thus, pro forma disclosures of
         net income and earnings per share, as if the fair value based method of
         accounting had been applied, have been omitted.

5.       STOCK ISSUANCE

         On January 26, 2000 the company filed a registration statement with the
         Securities and Exchange Commission for the issuance of 100,000 shares
         of its common stock for the purpose of compensating consultants for
         services rendered. Compensation expense of $1,000 was recorded for the
         month period ended March 31, 2000, based on the fair value of the
         services rendered.

         During the first quarter 2000, the Company issued 174,000 shares of
         restricted common stock to employees under an employee bonus
         arrangement. Bonus expense of $1,740 was recognized in connection with
         the issuance.

6.       RECAPITALIZATION

         On March 24, 1999, Gopher, Inc. ("Gopher") acquired all of the
         outstanding common stock of Seaview Underwater Research, Inc. in
         exchange for 5,000,000 shares of Gopher's restricted stock and $250,000
         cash. Gopher was formed as a non-operating public shell company, and,
         therefore, for accounting purposes, the combination has been treated as
         a recapitalization of Seaview Underwater Research, Inc. and the
         issuance of stock by the company for the net monetary assets of Gopher.

                                       7
<PAGE>

         The transaction is recorded as a capital transaction as described
         above, and, as such, pro forma information is not presented, since the
         transaction does not result in a business combination. The historical
         financial statements prior to March 24, 1999 are those of Seaview
         Underwater Research, Inc., and reflect the restatement of the equity
         accounts based on the ratio of the exchange of 5,000,000 shares of
         Gopher for 100 shares of Seaview Underwater Research, Inc.

7.       CONVERTIBLE DEBENTURES

         In the first quarter of 2000, the Company issued 8% convertible
         debentures for proceeds of $2,735,237. The debentures are non-interest
         bearing for the first thirty days, after which, interest is payable
         quarterly. The debentures are for a term of twelve months. The
         debentures are convertible by the option of the holders into shares of
         the Company's restricted common stock on the basis of $.50 to $8.00 per
         share. . Proceeds from the issuance were used to fund operations of the
         Company.

8.       COMMITMENTS AND CONTINGENCIES

         The Company is involved in various claims and legal actions arising in
         the ordinary course of business. In the opinion of management, the
         ultimate disposition of these matters will not have a material adverse
         effect on the Company's financial position, results of operations or
         liquidity.

                                       8
<PAGE>

Item 2.   Management's discussion and analysis of financial condition and
          results of operations

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

A.  OVERVIEW

         Seaview Underwater Research, Inc. ("the Company") was incorporated in
the State of Florida on April 2, 1998, and was not in operation prior to this
date. The company sells underwater video cameras direct to the public and
through an expanding retailers network. The production is performed by an
outside assembly company. The Company has registered trademarks for many of its
products. The Company has a patented design of the SeaView Camera.

B.  RESULTS OF OPERATIONS

         The following table sets forth, as a percentage of net
revenue(consisting of management fees derived pursuant to the Services and
Support Agreements), certain items in the Company's statements of operations for
the quarters indicated. The performance of the Company during this quarter is
not indicative of future financial results or conditions.

                                   QUARTER ENDED MARCH 31,
                                    2000        1999
                                    ------      ------

Net Revenue ..................       100.0%      100.0%
Cost of goods sold ...........        14.5        16.0
     Gross Profit ............        85.5        84.0
Operating expenses:
     Salaries  & Wages .......        26.5        24.9
     Advertising  & Promotions       108.9        25.0
     Depreciation ............         2.5         1.3
     Rent & Utilities ........         4.0         6.9
     Other Expenses ..........        30.2         6.7
                                    ------      ------
     Total operating expenses        172.2        64.8
     Operating Profit ........       (86.7)
Interest Income ..............          .1         --
Income  before taxes .........       (86.6)       19.2
Income tax (benefit) expense .        30.1         --
                                    ------
Net Income ...................       (56.5)       19.2
Pro forma expense ............         --          6.7
                                    ------      ------
Pro forma Net Income .........       (56.5)       12.5
                                    ======      ======

                                       9
<PAGE>

         NET REVENUE. Net revenue increased 39.9% from $301 thousand for the
quarter ended March 31, 1999 to $421 thousand for the quarter ended March 31,
2000. This increase was primarily caused by increased sales resulting from the
Company's increased investment in advertising and the establishment of a Dealer
Sales Base.

         COST OF GOODS SOLD. Cost of goods sold increased 26.4 % from $48
thousand for the quarter ended March 31,1999 to $61 thousand for the quarter
ended March 31, 2000. This increase was primarily caused by utilization of
resources due to increased sales. Cost of goods sold relates to the parts and
fees paid to outside companies for manufacturing the product.

         SALARIES AND WAGES. Salaries and wages increased 48.6% from $75
thousand for the quarter ended March 31,1999 to $111 thousand for the quarter
ended March 31, 2000. This increase was primarily caused by increased
compensation resulting from increased staffing and lower utilization of
resources with respect to sales. Salaries and wages comprises inside wages and
outside labor.

         ADVERTISING AND PROMOTION. Advertising and promotion expenses increased
509.4% from $75 thousand for the quarter ended March 31,1999 to $459 thousand
for the quarter ended March 31, 2000. This increase was primarily caused by
increased advertising efforts on behalf of the company. Advertising and
promotions comprises the expense to advertise at boat shows and to advertise in
industry magazines. This number also includes postage, printing and travel,
attributable to advertising and promotion.

         DEPRECIATION EXPENSE. Depreciation expense increased 1.7% from $4
thousand for the quarter ended March 31,1999 to $11 thousand for the quarter
ended March 31, 2000. This increase in depreciation expense was caused by
property and equipment acquisitions by the company during the period.
Depreciation on equipment is calculated on the straight line method over the
estimated useful lives of the assets ranging from five to seven years.

         RENT AND UTILITIES. Rent and utilities decreased 17.4% from $21
thousand for the quarter ended March 31,1999 to $17 thousand for the quarter
ended March 31, 2000. This decrease was primarily caused by better utilization
of costs for the period to support increased activity. Rent and utilities
includes office rent, telephone and utilities.

         OTHER EXPENSES. Other expenses increased 534.1% from $21 thousand for
the quarter ended March 31,1999 to $127 thousand for the quarter ended March 31,
2000. This increase was primarily caused by professional fees paid for
consultants, accountants, legal fees and other costs associated with increasing
sales.

                                       10
<PAGE>

Other expenses comprise of cost of insurance, property taxes, bank charges and
other miscellaneous expenses.

          INCOME TAXES. Prior to April 1, 1999, the company had elected S
Corporation status under Section 1362(a) of the Internal Revenue Code. Under the
election, the stockholders included their share of the Company's applicable
taxable income or loss on their federal income tax return. Accordingly, no
provision for income taxes was made for periods prior to April 1, 1999. On April
1, 1999, the Company elected to terminate its Subchapter S status in favor of a
taxable C Corporation as designated in the Internal Revenue Code. Income tax
provisions have been recorded for periods presented subsequent to April 1, 1999.
The effective pro forma tax rate was 35% for the quarters ended March 31, 2000
and 1999.

C.   LIQUIDITY AND CAPITAL RESOURCES

     On March 24, 1999, Gopher, Inc. ("Gopher") acquired all of the outstanding
common stock of the Company in exchange for 5,000,000 shares of Gopher's
restricted stock and $250,000 cash. Gopher was formed as a non-operating public
shell company, and, therefore, for accounting purposes, the combination has been
treated as a recapitalization of the Company and the issuance of stock by the
company for the net monetary assets of Gopher.

     On March 25, 1999, 2,700,000 shares of restricted common stock were issued
to a key employee. Unearned compensation equivalent to the market value of the
stock at the date of grant is charged to stockholders' equity at the time of
issuance.

     During the first quarter 2000, the Company issued 174,000 shares of
restricted common stock to employees under an employee bonus arrangement. Bonus
expense of $1,740 was recognized in connection with the issuance.

     On January 26, 2000 the company filed a registration statement with the
Securities and Exchange Commission for the issuance of 100,000 shares of its
common stock for the purpose of compensating consultants for services rendered.

     In the first quarter of 2000, the Company issued 8% convertible debentures
for proceeds of $2,735,237. The debentures are non-interest bearing for the
first thirty days, after which, interest is payable quarterly. The debentures
are for a term of twelve months. The debentures are convertible by the option of
the holders into shares of the Company's restricted common stock on the basis of
$.50 to $8.00 per share. . Proceeds from the issuance were used to fund
operations of the Company.

     Based upon the Company's anticipated capital needs for operations of its
business and general corporate purposes, management believes that the
combination of the funds expected to be available under the Company's current
cash reserves and cash flow from operations should be sufficient to meet the
Company's funding

                                       11
<PAGE>

requirements to conduct its operations and for further implementation of its
growth strategy and current plans through at least 2001.

                                       12
<PAGE>

               SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS

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

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

     (ii)  our liquidity and capital resources

     (iii) our future performance and operating results; and

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

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

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

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

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

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

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

                                       13
<PAGE>



PART II.   OTHER INFORMATION

The PROXY date released in the current 10K was incorrect. This was discovered
after the amendment period had expired. Management was advised by counsel after
consultation with the SEC to correct this information in this 10Q filing. The
following represents that correction and additional information.

A stockholders meeting was held on January 22, 2000, the representation of total
stockholder percentage in attendance at this meeting was 65% of the outstanding
shares. The previous Board of Directors was unanimously re-elected for an
additional one year term. A vote was taken to amend the corporate charter to
make a name change from Seaview Underwater Research, Inc. to Seaview Video
Technology, Inc. to reflect a new direction in the company's product line. This
change was made during May, 2000.

An audit committee of the Board of Directors was formed.

Charles Cato, Director, Chairman
Fred Leslie, Director
Myles Gould, Director

Executive Compensation

Rich McBride, C.E.O. did not receive a salary, stock awards, or options.
James Cox, Treasurer/Secretary received a salary $28,600.00

The next Proxy Filing will be November 15, 2000 for a stockholders meeting
scheduled January 20, 2001 to be held at the company headquarters in St.
Petersburg, Florida.

ITEM 6.   EXHIBITS AND REPORTS OF FORM 8-K.

SEE EXHIBIT INDEX



EXHIBIT
NUMBER         DESCRIPTION
-------        -----------

11.1     Computation of Earnings per Share

27       Financial Data Schedule for the quarter Ended March 31, 2000 (SEC only)


                                       14
<PAGE>

                        SEAVIEW UNDERWATER RESEARCH, INC.

                                   SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Petersburg, State of Florida on May 24, 2000.

                  SEAVIEW UNDERWATER RESEARCH, INC.




                  By: /s/ RICH MCBRIDE
                     ------------------------
                  RICH MCBRIDE
                  Chief Executive Officer

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

                                       15
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER       EXHIBIT DESCRIPTION
-------      -------------------

11.1   Computation of Per share Earnings.

27     Financial Data Schedule for the quarter March 31, 2000 (for SEC use only)