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 September 30, 1999

               [ ] 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 October 5, 1999: 6,680,000

<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

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

Signatures                                                             15

Exhibits                                                               16 - 18


                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial statements

<TABLE>
<CAPTION>
                        SEAVIEW UNDERWATER RESEARCH, INC.
                                 BALANCE SHEETS

                                                                  SEPTEMBER 30,   DECEMBER 31,
                            ASSETS                                     1999            1998
                                                                  -------------   -------------
                                                                   (Unaudited)
<S>                                                               <C>            <C>
Current Assets:
    Cash and cash equivalents                                      $   5,854       $  14,515
    Inventory                                                        107,820          59,713
                                                                   ---------       ---------

       TOTAL CURRENT ASSETS                                          113,674          74,228

Property and equipment, net                                          144,380          96,230
Deferred tax asset ...................................                 4,044
                                                                   ---------       ---------

       TOTAL ASSETS                                                $ 262,098       $ 170,458
                                                                   =========       =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Income Taxes Payable ............................                13,030            --

       TOTAL CURRENT LIABILITIES                                      13,030            --

Stockholders' equity:
Capital stock ........................................                 9,130           5,000
Additional paid-in capital                                           333,321          42,684
Unearned Restricted Stock Compensation                               (82,639)           --
Retained earnings                                                    (10,744)        122,774
                                                                   ---------       ---------

       TOTAL STOCKHOLDERS' EQUITY                                    249,068         170,458
                                                                   ---------       ---------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 262,098       $ 170,458
                                                                   =========       =========
</TABLE>

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


                                       3
<PAGE>
<TABLE>
<CAPTION>
                        SEAVIEW UNDERWATER RESEARCH, INC.

                             STATEMENT OF OPERATIONS

                                   (Unaudited)

                                                THREE MONTHS        THREE MONTHS       PERIOD FROM          NINE MONTHS
                                               ENDED SEPT. 30,     ENDED SEPT. 30,    APRIL 2, 1998 -          ENDED
                                                    1999               1998           SEPT. 30, 1998       SEPT. 30,1999
                                               --------------      ---------------    ---------------       ------------
<S>                                            <C>                  <C>                 <C>                 <C>
Net Revenue ...............................    $   214,444          $   222,420         $   349,517         $   880,042
Cost of goods sold ........................         30,211               52,274              82,145             172,615
                                               -----------          -----------         -----------         -----------

         Gross Profit .....................        184,233              170,146             267,372             707,427

Operating expenses:
     Salaries  & Wages ....................         42,378               43,662              57,961             142,839
     Advertising  & Promotions ............         60,355               36,884              68,612             261,084
     Depreciation .........................          4,035                    0                   0              12,020
     Rent & Utilities .....................         20,008               18,405              28,923              75,310
     Other Expenses .......................         48,785               28,224              44,350             160,239
                                               -----------          -----------         -----------         -----------

         TOTAL OPERATING EXPENSES .........        175,561              127,175             199,846             651,492
                                               -----------          -----------         -----------         -----------

INCOME  BEFORE TAXES ......................    $     8,672          $    42,971         $    67,526         $    55,935
                                               -----------          -----------         -----------         -----------

         INCOME TAX (BENEFIT) EXPENSE .....    $    (1,173)                --                  --           $     8,986

NET INCOME ................................    $     9,845          $    42,971         $    67,526         $    46,949
                                               ===========          ===========         ===========         ===========

PRO FORMA TAX EXPENSE (NOTE 2) ............                              12,207         $    19,182

PRO FORMA NET INCOME (NOTE 2) .............                              30,764         $    48,344

Basic net (loss) income per common share ..    $     0.002                                                  $     0.007
Diluted net (loss) income per common
     share ................................    $     0.001                                                  $     0.005
Pro forma basic net income per common share                         $      .006         $      0.01
Pro forma diluted net income per common
     share ................................                         $      .006         $      0.01
Basic weighted average common shares
     outstanding ..........................      6,340,000            5,000,000           5,000,000           6,340,000
Diluted weighted average common shares
     outstanding ..........................      9,016,282            5,000,000           5,000,000           9,052,822
</TABLE>


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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                        SEAVIEW UNDERWATER RESEARCH, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                                        NINE MONTHS        PERIOD FROM
                                                                       ENDED SEPT 30,     APRIL 2, 1998
                                                                             1999          SEPT 30, 1998
                                                                       --------------     --------------
<S>                                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income ................................................          $ 46,949           $ 67,526
     Adjustments to reconcile net income to net cash provided
          by operating activities:
          Depreciation .........................................            12,020                  0
           Amortization of unearned compensation ...............            17,360                  0
           Compensation expense of stock issuance to consultants            14,300                  0
            Deferred income taxes ..............................            (4,044)                 0
     (Increase) decrease in:
        Inventory ..............................................           (48,107)           (22,749)
           Income taxes payable ................................            13,030
                                                                          --------
        Net cash provided by (used in) operating activities ....            51,508             44,777

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment .......................           (60,170)           (86,607)
                                                                          --------           --------

        Net cash used in investing activities ..................           (60,170            (86,607)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of stock ...........................                 0             47,684
                                                                          --------           --------

        Net cash provided by financing activities ..............                 0             47,684

        Net (decrease) increase in cash and cash equivalents ...            (8,662)             5,854

Cash and cash equivalents at beginning of period ...............            14,516                  0

Cash and cash equivalents at end of period .....................          $  5,854           $  5,854
                                                                          ========           ========
</TABLE>

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

                                       5
<PAGE>

                        SEAVIEW UNDERWATER RESEARCH, INC.
               Notes to Interim Consolidated Financial Statements
                         September 30, 1999 (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 and nine-month periods ended September 30, 1999, 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
         September 30, 1999, 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.       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 and
         $17,360 was recorded for the three and nine month periods ended
         September 30, 1999, respectively.

         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.

4.       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.

         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.

5.       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.


                                       7
<PAGE>


6.       SUBSEQUENT EVENTS

         On October 5, 1999, the company filed registration statements with the
         Securities and Exchange Commission for the issuance of 250,000 shares
         of its common stock for the purpose of compensating consultants for
         services rendered.


                                       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.

<TABLE>
<CAPTION>
                                               THREE MONTHS       THREE MONTHS      PERIOD FROM       NINE MONTHS
                                              ENDED SEPT. 30,    ENDED SEPT. 30,   APRIL 2, 1998 -        ENDED
                                                    1999               1998        SEPT. 30, 1998     SEPT. 30,1999
                                              ---------------    ---------------   ---------------    -------------
<S>                                           <C>                <C>               <C>               <C>
Net Revenue .........................              100.0%             100.0%            100.0%            100.0%
Cost of goods sold ..................               14.1%              23.5%             23.5%             19.6%
                                                 -------            -------           -------           -------

         Gross Profit ...............               85.9%              76.5%             76.5%             80.4%

Operating expenses:

     Salaries  & Wages ..............               19.8%              16.6%             16.6%             16.2%
     Advertising  & Promotions ......               28.1%              19.6%             19.6%             29.7%
     Depreciation ...................                1.9%               0.0%              0.0%              1.4%
     Rent & Utilities ...............                9.3%               8.3%              8.3%              8.6%
     Other Expenses .................               22.7%              12.7%             12.7%             18.2%
                                                 -------            -------           -------           -------

         TOTAL OPERATING EXPENSES ...               81.8%              57.2%             57.2%             74.1%
                                                 -------            -------           -------           -------

INCOME  BEFORE TAXES ................                4.1%              19.3%             19.3%              6.3%
                                                 -------            -------           -------           -------

         INCOME TAX (BENEFIT) EXPENSE               (0.5%)              0.0%              0.0%              1.0%

NET INCOME ..........................                4.6%              19.3%             19.3%              5.3%
                                                 =======            =======           =======           =======
</TABLE>


                                       9
<PAGE>


         The Company's net revenue for the third quarter of fiscal 1999
decreased 3.6% to $214 thousand from $222 thousand in the third quarter of
fiscal 1998. Net revenue increased 151.8% to $880 thousand during the first nine
months of fiscal 1999 compared to $349 thousand for the period from April 2,
1998 (inception) to September 30, 1998. The increase is primarily the result of
increased sales.

Gross margin increased to 85.9% and 80.4% for the third quarter of fiscal 1999
and the first nine months of 1999, respectively, as compared to 76.5% for the
third quarter of 1998 and the period from April 2, 1998 to September 30, 1998.
The increase is primarily due to better utilization of resources due to
increased sales.

Salaries and wages increased to 19.8% of net revenue for the third quarter of
fiscal 1999 as compared to 16.6% of net revenue for the third quarter of fiscal
1998. The increase is primarily due to increased compensation and lower
utilization of resources with respect to sales. Salaries and wages decreased to
16.2% of net revenue for the first nine months of fiscal 1999 as compared to
16.6% of net revenue for the period from April 2,1998 to September 30,1998.

Advertising and promotion expenses increased to 28.1% and 29.7% of net revenue
for the third quarter of fiscal 1999 and the first nine months of 1999,
respectively, as compared to 19.6% of net revenue for the third quarter of
fiscal 1998 and the period from April 2, 1998 to September 30, 1998. The
increase is primarily due to increased advertising efforts on behalf of the
company.

Depreciation expense increased to 1.9% and 1.4% of net revenue for the third
quarter of fiscal 1999 and the first nine months of 1999, respectively. The
increased expenses are a result of property and equipment acquisitions by the
company during these periods.

Rent and utilities increased to 9.3% and 8.6% of net revenue for the third
quarter of fiscal 1999 and the first nine months of fiscal 1999, respectively,
as compared to 8.3% of net revenue for the third quarter of fiscal 1998 and for
the period from April 2, 1998 to September 30, 1998. The increase is primarily
due to a higher utility cost for the period to support increased activity.

Other expenses increased to 22.7% and 18.2% of net revenue for the third quarter
of fiscal 1999 and the first nine months of 1999, respectively, as compared to
12.7% of net revenue for the third quarter of fiscal 1998 and the period from
April 2, 1998 to September 30, 1998. The increases are primarily the result of
professional fees paid to consultants and other costs associated with increasing
sales.

                                       10
<PAGE>

Net Revenue.

         Cost of goods sold. Cost of goods sold is the parts and fees paid to
outside companies for manufacturing the product.

         Salaries and wages. Salaries and wages comprises of inside wages and
outside labor.

         Advertising and promotions. 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. 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. This number includes office rent, telephone and
utilities.

         Other expenses. 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.

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.

                                       11
<PAGE>

         On October 5, 1999, the company filed registration statements with the
Securities and Exchange Commission for the issuance of 250,000 shares of its
common stock for the purpose of compensating consultants for services rendered.

         The Company funds its operations from cash flow of the business
operations. The Company generated $51 thousand of cash in operating activities
for the nine months ended September 30, 1999. The generation of cash was
primarily due to net income of $47 thousand, depreciation and amortization of
$29 thousand, compensation expense accrued of $14 thousand, an increase in
income taxes payable of $13 thousand, offest by deferred income taxes of $4
thousand, and an increase in inventory of $48 thousand.

         Net cash used in investing activities of $60 thousand for the nine
months ended September 30, 1999 was the result of the Company's capital
expenditures in order to support increased activities.

                  Many computer systems in use today were designed and developed
using two digits, rather than four digits, to specify the year. As a result,
such systems will recognize the year 2000 incorrectly (1900 instead of 2000).
This could cause many computer systems to fail completely or create many
problems when the January 1, 2000 arrives.

         The Company utilizes software and related computer technologies
essential to its operations that may be affected by the Year 2000 issues. The
company has tested all of its software and hardware to make sure it is in
compliance with the year 2000.

         The Company has made inquires to third parties who provide material
impact on related goods and services to evaluate their year 2000 compliance
plans and state of readiness. Also, to determine whether a year 2000 related
event will impede the ability of such third parties to continue to provide such
goods and services as the year 2000 approaches.

         The costs associated with the year 2000 issue have been immaterial and
the Company estimates that the future costs will not have a material impact on
the Company's financial condition or results of operations. However, there can
be no guarantee that the actual costs won't differ materially from these
estimates. The Company intends to fund from its operations the costs of the year
2000 issue.

         The Company does not believe that it can develop a contingency plan
which will protect the Company from a possible ripple effect throughout the
entire economy that could be caused by problems of others with the year 2000
issue. Also, there can be no assurance that third parties will be year 2000
compliant or that such third parties systems will not fail due to noncompliance
and result in a disruption of service to the Company which could in turn have a
material adverse effect on the Company's operations.

                                       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

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 September 30, 1999
            (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 December 30, 1999.


                  SEAVIEW UNDERWATER RESEARCH, INC.

                  By: _________________________
                  RICH MCBRIDE
                  Chief Executive Officer



                  By: _________________________
                  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 September 30, 1999
         (for SEC use only)


                                       16