UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SEAVIEW UNDERWATER RESEARCH, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER
NEVADA 87-0438640
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4229 GULF BLVD., ST. PETE BEACH, FLORIDA 33706
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1999 CONSULTANT COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
RICHARD L. MCBRIDE, PRESIDENT
4229 GULF BLVD., ST. PETE BEACH, FLORIDA 33706
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(727) 866-1819
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------
TITLE OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGIS-
BE REGISTERED PRICE PER SHARE PRICE TRATION FEE
COMMON STOCK 1,430,000 $.01 $.01 $14,300.00 $3.98
.001 PAR VALUE
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS TO BE ENTITLED "THE 1999 CONSULTANT COMPENSATION PLAN" AND IS TO
BE OFFERED BY SEAVIEW UNDERWATER RESEARCH, INC. (HEREINAFTER "REGISTRANT").
(2) THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING CONSULTANTS
(HEREINAFTER CONSULTANTS) FOR SERVICES RENDERED TO REGISTRANT:
(I) FOX CONSULTING, 20 BLAZING STAR, IRVINE, CA. 91124 490,000 SHARES
SERVICES PROVIDED INCLUDE SOURCING PRODUCT COMPONENTS FOR
MANUFACTURING OF PRODUCTS BY REGISTRANT, TOGETHER WITH
DISTRIBUTION FOR PRODUCTS.
(II) J.V.O. CONSULTING, INC., 1020 BROOKSTOWN AVE., #14, 490,000 SHARES
WINSTON SALEM, N.C. 27101
SERVICES PROVIDED INCLUDE MANAGEMENT CONSULTING INVOLVING
COMPUTERIZATION OF THE MANUFACTURING, DISTRIBUTION, QUALITY
CONTROL AND ALL ACCOUNTING FUNCTIONS FOR REGISTRANT
(III) CHARLES CATO, 9034 BAYWOOD PARK DR., LARGO, 400,000 SHARES
FL. 33777
SERVICES PROVIDED INCLUDE NEW PRODUCT DEVELOPMENT AND
DEVELOPMENT OF MARKETING AND SALES MATERIALS, INCLUDING
CRUCIAL DATA PERTAINING TO DEMOGRAPHICS AND DISTRIBUTION.
(IV) NETWORK MARKETING RESOURCES, 6663 SW BEAVERTON- 25,000 SHARES
HILLSDALE HWY #224, PORTLAND, OR. 97225
SERVICES PROVIDED INCLUDE LEGAL ADVICE, CORPORATE
STRUCTURING AND ASSISTANCE IN THE MERGER AND FINANCING
ACTIVITIES.
(V) GHANA GOLD LTD C/O MAVIS SMITH, FRONT STREET, 25,000 SHARES
GRAND TURKS, TURKS & CAICOS ISLANDS
SERVICES PROVIDED INCLUDE LEGAL ADVICE, CORPORATE
STRUCTURING AND ASSISTANCE IN THE MERGER AND FINANCING
ACTIVITIES.
THE DURATION OF THE CONSULTING SERVICES IS FOR A SHORT PERIOD: THIS IS
CONTEMPLATED TO BE A ONE-TIME TRANSFER. THERE ARE NO PROVISIONS FOR
MODIFICATION, EARLY TERMINATION, OR EXTENSION CURRENTLY BEING CONTEMPLATED.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: RICHARD MCBRIDE, SEAVIEW UNDERWATER RESEARCH, INC.,
4229 GULF BLVD., ST. PETE BEACH, FL. 33706
(B) SECURITIES TO BE OFFERED
(1) REGISTRANT'S COMMON STOCK WILL BE OFFERED, IN THE AMOUNT OF
1,430,000 SHARES.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: THE CONSULTANTS LISTED IN
NO. 2 ABOVE ARE THE ONLY ELIGIBLE PARTICIPANTS IN THIS PLAN.
(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED
(1) THE PARTIES SHALL HAVE 30 DAYS WITHIN WHICH TO RECEIVE THE SHARES;
THE PURCHASE PRICE IS AT MAXIMUM $.001 PER SHARE.
(2) THE PARTIES SHALL SUBMIT PAYMENT TO SEAVIEW AT THE TIME THAT
HE/SHE/IT CHOOSES TO RECEIVE THE SHARES.
(3) THE PARTIES ARE PERMITTED TO RECEIVE A TOTAL OF 1,430,000 SHARES.
(4) NOT APPLICABLE
(5) NOT APPLICABLE
(6) THE SECURITIES WILL BE PURCHASED DIRECTLY FROM REGISTRANT'S TREASURY;
CURRENTLY, NO FEES, COMMISSIONS OR OTHER CHARGES WILL BE PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY
CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: THE PARTIES WILL REALIZE A GAIN WHEN
THEY SELL THE SHARES, BASED ON THE SALE PRICE THEY RECEIVE VERSUS THE PURCHASE
PRICE. REGISTRANT DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE PLAN DOES
NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE
INTERNAL REVENUE CODE.
(G) INVESTMENT OF FUNDS: THE FUNDS RECEIVED, IF ANY, WILL BE MINIMAL, AND
WILL BE USED FOR GENERAL USE OF REGISTRANT.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.
(2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF A PARTY CHOOSES TO
ASSIGN THEIR INTEREST TO A THIRD PARTY.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED
FORFEITURE OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREOF
(1) THERE ARE NO CHARGES OR DEDUCTIONS CURRENTLY CONTEMPLATED.
(2) THERE ARE NO CREATION OF LIEN TERMS CURRENTLY CONTEMPLATED.
(3) NOT APPLICABLE
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
NETUSA PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE DOCUMENTS
INCORPORATED BY REFERENCE TO THE APPLICABLE PARTIES UPON THE FILING OF THIS
FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER 31,
1998 IS HEREBY INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORTS FILED BY REGISTRANT FOR THE FISCAL QUARTERS ENDING
SEPTEMBER 30, 1998; JUNE 30, 1998; AND MARCH 31, 1998, ARE HEREBY INCORPORATED
BY REFERENCE.
(C) NOT APPLICABLE
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THERE ARE NO RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO REOFFERING OR
RESALE OF RESTRICTED SECURITIES INVOLVED.
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT 4 - INCORPORATED FROM THE ORIGINAL REGISTRATION MADE BY REGISTRANT UNDER
ITS FORMER NAME, GOPHER, INC.
EXHIBIT 15 - UNAUDITED INTERIM FINANCIAL INFORMATION IS INCORPORATED FROM
REGISTRANT'S FORM 10-Q FILED FOR THE QUARTER ENDED SEPTEMBER 30, 1998.
EXHIBITS (5), (23), AND (24) ARE INCORPORATED FROM REGISTRANT'S PREVIOUS FORM
10-K, 10-Q AND REGISTRATION STATEMENT FILINGS.
ITEM 9. UNDERTAKINGS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") MAY BE PERMITTED TO DIRECTORS, OFFICERS AND
CONTROLLING PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR
OTHERWISE, THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE SECURITIES ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT
THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE
PAYMENT BY REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR
CONTROLLING PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY ACTION,
SUIT OR PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR CONTROLLING PERSON
IN CONNECTION WITH THE SECURITIES BEING REGISTERED, REGISTRANT WILL, UNLESS IN
THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE QUESTION WHETHER SUCH
INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES
ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ST. PETE BEACH, FLORIDA, ON MARCH 15, 1999.
SEAVIEW UNDERWATER RESEARCH, INC.,
A NEVADA CORPORATION
/S/ RICHARD L. MCBRIDE, PRESIDENT
