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 June 30, 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 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 BLVD. SUITE A
TIERRA VERDE , FL 33715
(727) 866-3660
----------------------------------------------------
(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 July 30, 2000: 14,826,956
<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
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PART I. FINANCIAL INFORMATION
Item 1. Financial statements
SEAVIEW VIDEO TECHNOLOGY, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents ........................ $ 673,944 $ --
Accounts receivable-Trade ....................... 1,240,224 --
Accounts receivable-Employees ................... 27,322 --
Accounts receivable-Officer ..................... 469,359 --
Prepaid expenses ................................. 32,506 9,197
Income tax benefit .............................. -- 25,795
Inventory ........................................ 184,748 120,604
----------- -----------
TOTAL CURRENT ASSETS .......................... 2,628,103 155,596
Property and equipment, net .......................... 422,605 140,330
Patent ............................................... 30,000 --
Deferred tax asset ................................... 72,907 28,023
----------- -----------
TOTAL ASSETS .................................. $ 3,153,615 $ 323,949
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Due to Bank ..................................... -- 10,412
Accrued liabilities .............................. -- 53,562
----------- -----------
TOTAL LIABILITIES ............................. -- 63,974
Stockholders' equity:
Capital stock ........................................ 12,071 9,380
Additional paid-in capital ........................... 3,270,857 335,571
Unearned Restricted Stock Compensation ............... (57,640) (74,306)
Retained earnings .................................... (71,673) (10,670)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY .................... 3,153,615 259,975
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .... $ 3,153,615 $ 323,949
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEAVIEW VIDEO TECHNOLOGY, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS SIX MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Revenue .................................... $ 1,519,126 $ 364,729 $ 1,940,194 $ 665,598
Cost of goods sold ............................. 284,248 94,148 345,245 142,404
----------- ----------- ----------- -----------
Gross Profit .......................... 1,234,878 270,581 1,594,949 523,194
Operating expenses:
Salaries & Wages ......................... 189,098 39,171 300,520 100,461
Advertising & Promotions ................. 553,246 130,730 1,011,953 200,729
Depreciation .............................. 7,131 4,035 17,806 7,985
Rent & Utilities .......................... 25,602 34,676 42,631 55,302
Other Expenses ............................ 175,935 72,399 303,269 111,454
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES .............. 951,012 281,011 1,676,179 475,931
----------- ----------- ----------- -----------
Operating Profit (loss) ............... $ 283,866 $ (10,430) $ (81,230) $ 47,263
INTEREST INCOME ................................ 638 1,139
----------- ----------- ----------- -----------
Income (loss) before taxes ................... $ 284,504 $ (10,430) $ (80,091) $ 47,263
INCOME TAX (BENEFIT) EXPENSE ................... 107,707 10,159 (19,088) 10,159
----------- ----------- -----------
NET INCOME ..................................... $ 176,797 $ (20,589) $ (61,003) $ 37,104
=========== =========== =========== ===========
Basic net (loss) income per common share ....... $ 0.022 $ (0.003) $ (.007) $ 0.007
Diluted net (loss) income per common
Share ..................................... $ 0.017 $ (0.002) $ (.007) $ 0.005
Basic weighted average common shares
outstanding ............................... 8,003,581 6,304,286 8,552,746 5,063,204
Diluted weighted average common shares
outstanding ............................... 10,698,866 8,931,363 8,552,746 7,669,913
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEAVIEW UNDERWATER RESEARCH, INC
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ............................................... $ (61,003) $ 37,104
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation ................................................ 17,806 7,985
Amortization of unearned compensation ....................... 16,666 9,028
Compensation expense of stock issuance to consultants ....... 2,740 14,300
Deferred income taxes ....................................... (44,884) (2,399)
(Increase) decrease in:
Inventory ..................................................... (64,144) (43,702)
Accounts receivable trade ..................................... (1,240,224) --
Employee accounts receivable .................................. (27,322) --
Officer receivable ............................................ (469,359) --
Prepaid Assets ................................................ (23,309) --
Patent ........................................................ (30,000) --
Accrued Liabilities ........................................... (53,562) --
Income taxes payable .......................................... 25,795 12,558
----------- -----------
Net cash provided by (used in) operating activities ........... 1,950,800 34,874
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment .............................. (300,081) (56,886)
----------- -----------
Net cash used in investing activities ......................... (300,081) (56,886)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from conversion of stock warrants ...................... 200,000 0
Proceeds from issuance of convertible subordinated debentures .... 2,735,237 0
----------- -----------
Net cash provided by financing activities ..................... 2,935,237 0
----------- -----------
Net (decrease) increase in cash and cash equivalents .......... 684,356 (22,012)
Cash and cash equivalents at beginning of period ...................... (10,412) 14,516
----------- -----------
Cash and cash equivalents at end of period ............................ $ 673,944 $ (7,496)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Interim Consolidated Financial Statements
June 30, 2000 (Unaudited)
1. OPERATIONS AND ORGANIZATION
Seaview Video Technology, Inc., (the "Company") formerly Seaview
Underwater Research, Inc. is a Florida Corporation incorporated April
2, 1998 with no operations prior to incorporation. The Company was
acquired by Gopher Inc. March 22, 1999 becoming a Nevada Corporation
with the name change to Seaview Underwater Research, Inc. The Company
then modified its corporate name to Seaview Video Technology, Inc.
The Company manufactures in-house and through outside contractors,
underwater video cameras, lights, and accessories for the marine
commercial and consumer retail market. The Company has also developed
and manufactures in-house and through outside contractors, a video
security system utilizing exclusive patented technology enabling video
transmission through electrical wiring. The key product Secureview is a
light bulb camera and decoder. The Company offices are located at 200
Madonna Blvd., Tierra Verde, Florida.
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 six-month periods ended June 30, 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
June 30, 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
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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.
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
$16,666 was recorded for the three and six month periods ended June30,
2000, 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. NOTE RECEIVABLE-OFFICER
During the second quarter 2000, the Company accepted several
non-interest bearing notes for a total of $619,359, of which $150,000
has been repaid, leaving a balance of $469,359 at June 30, 2000. The
notes are collateralized by 6.5 million shares of company stock. The
term of the loans is 120 days.
5. 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.
During the second quarter of 2000, the company exchanged the $2,735,237
of convertible debentures for 2,217,449 shares of Company common stock.
7
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6. RECAPITALIZATION
On March 24, 1999, Gopher, Inc. ("Gopher") acquired all of the
outstanding common stock of Seaview Video Technology, 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 Video Technology, 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 Video
Technology, 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 Video Technology, Inc.
7. STOCK WARRANTS
During the second quarter of 2000, a warrant option was exercised for
200,000 shares of Company common stock at $1.00 per share from a
previous resolution dating from the reverse merger into Gopher, Inc.
The proceeds were used to fund operations.
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.
9. SUBSEQUENT EVENT
On July 12, 2000, the Company acquired a twenty percent (20%) ownership
interest in Golden Springs, LLC, a state of Florida limited liability
company. In consideration for its 20% equity position in Golden
Springs, LLC, the Company conveyed 150,000 shares of its common stock
to Golden Springs, LLC subject to restrictions under Rule 144 of the
Securities and Exchange Act of 1933, as amended. The resolution
approved by the board of directors to issue shares dictated that the
shares be replaced by the President and C.E.O. within 120 days. Golden
Springs, LLC reports total assets of $4.06 million.
8
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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 Video Technology, Inc., (the "Company") formerly Seaview
Underwater Research, Inc. is a Florida Corporation incorporated April 2, 1998
with no operations prior to incorporation. The Company was acquired by Gopher
Inc. March 22, 1999 becoming a Nevada Corporation with the name change to
Seaview Underwater Research, Inc. The Company then modified its corporate name
to Seaview Video Technology, Inc.
The Company manufactures in-house and through outside contractors,
underwater video cameras, lights, and accessories for the marine commercial and
consumer retail market. The Company has also developed and manufactures in-house
and through outside contractors, a video security system utilizing exclusive
patented technology enabling video transmission through electrical wiring. The
key product Secureview is a light bulb camera and decoder. The Company offices
are located at 200 Madonna Blvd., Tierra Verde, Florida.
B. RESULTS OF OPERATIONS
The following table sets forth, as a percentage of net revenue, 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 SIX MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
--------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Revenue .............................. 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ....................... 18.7% 25.8% 17.8% 21.4%
------- ------- ------- -------
Gross Profit ........... 81.3% 74.2% 82.2% 78.6%
Operating expenses:
Salaries & Wages ................... 12.4% 10.7% 15.5% 15.1%
Advertising & Promotions ........... 36.4% 35.8% 52.2% 30.2%
Depreciation ........................ .5% 1.1% .9% 1.2%
Rent & Utilities .................... 1.7% 9.5% 2.2% 8.3%
Other Expenses ...................... 11.6% 19.9% 15.6% 16.7%
------- ------- ------- -------
TOTAL OPERATING EXPENSES ........ 62.6% 77.0% 86.4% 71.5%
------- ------- ------- -------
OPERATING PROFIT (LOSS) ......... 18.7% (2.8)% (4.2)% 7.1%
Interest Income ........................ 0.0% 0.0% 0.1% 0.0%
------- ------- ------- -------
Income before taxes .................. 18.7% (2.8)% (4.1)% 7.1%
INCOME TAX (BENEFIT) EXPENSE .... 7.1% 2.8% (1.0)% 1.5%
------- ------- ------- -------
NET INCOME ............................... 11.6% (5.6)% (3.1)% 5.6%
======= ======= ======= =======
</TABLE>
9
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NET REVENUE. Net revenue increased 316.5% and 191.5% for the quarter
and six months ended June 30, 2000, from $364.7 thousand to $1.5 million and
from $665.6 thousand to $1.9 million, respectively. 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 201.9% and 142.4% for
the quarter and six months ended June 30, 2000, from $94.1 thousand to $284.2
thousand and from $142.4 thousand to $345.2 thousand, respectively. 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 382.7% and 199.1% for
the quarter and six months ended June 30, 2000, from $39.2 thousand to
$189.1thousand and from $100.5 thousand to $300.5 thousand, respectively. This
increase was primarily caused by increased compensation resulting from increased
staffing as a result of increased sales. Salaries and wages comprises inside
wages and outside labor.
ADVERTISING AND PROMOTION. Advertising and promotion expenses increased
323.2% and 404.1% for the quarter and six months ended June 30, 2000, from
$130.7 thousand to $553.2 thousand and from $200.7 thousand to $1.0 million,
respectively. This increase was primarily caused by increased national and
regional television 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 76.7% and 123.0%
for the quarter and six months ended June 30, 2000, from $4.0 thousand to $7.1
thousand and from $8.0 thousand to $17.8 thousand, respectively. 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 26.2% and 22.9% for
the quarter and six months ended June 30, 2000, from $34.7 thousand to $25.6
thousand and from $55.3 thousand to $42.6 thousand, respectively. This decrease
was primarily caused by consolidation of office space and other expense
reduction measures. Rent and utilities includes office rent, telephone and
utilities.
OTHER EXPENSES. Other expenses increased 143.0% and 172.1% for the
quarter and six months ended June 30, 2000, from $72.4 thousand to $175.9
thousand and from $111.5 thousand to $303.3 thousand, respectively. This
increase was primarily caused by professional fees paid for consultants,
accountants, legal fees and
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other costs associated with increasing sales. 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.
Income taxes increased 960.2% and decreased 287.9% for the quarter and
six months ended June 30, 2000, from $10.2 thousand to $107.7 thousand and from
$10.2 thousand to $(19.1) thousand, respectively.
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. During the second quarter of 2000, the Company
exchanged 2,217,449 shares of the Company's common stock for the $2,735,237
notes.
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During the second quarter of 2000, a warrant option was exercised for
200,000 shares at $1.00 per share from a previous resolution dating from the
reverse merger into Gopher, Inc. The proceeds were used to fund operations.
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 requirements to conduct its operations and for further
implementation of its growth strategy and current plans through at least 2001.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
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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 Video Technology, 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.
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Executive Compensation
Rich McBride, C.E.O. was placed on a yearly salary of $52,000 as of 02/07/00.
James R. Cox, Treasurer/Secretary received a salary increase from $28,600 to
$37,200 as of 03/21/00.
The Company has applied for listing on the American Stock Exchange
On April 17, 2000 the Company entered into a pooling lock up agreement with the
following parties holding 921,000 shares of restricted stock held for over one
year from the original reverse merger with Gopher, Inc.
Bon Temps Roule Inc. 230,000 shares
Gregory Fox 120,000 shares
Jason Fox 110,000 shares
Tuscano Investments 195,000 shares
John J. Doria 100,000 shares
Calvin Mitchel 100,000 shares
Catherine Kaier 5,000 shares
Joeseph Horshel 6,000 shares
Ronald Glickman 5,000 shares
The agreement restricts the sale of stock for the period April 2000 through
April 2001 to 1/12th of the total holdings. The stock is held with the Company's
transfer agent and an opinion letter is required each month for release of the
shares.
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
EXHIBIT
(a) NUMBER DESCRIPTION
------ -----------
11.1 Computation of Earnings per Share
27 Financial Data Schedule for the quarter Ended June 30, 2000
(SEC only)
(b) Reports on Form 8-K
None.
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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
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Petersburg, State of Florida on August 14, 2000.
SEAVIEW VIDEO TECHNOLOGY, INC.
By: /s/ RICH MCBRIDE
--------------------------
RICH MCBRIDE
Chief Executive Officer
By: /s/ J.R. COX
--------------------------
J.R. COX
Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
11.1 Computation of Per share Earnings.
27 Financial Data Schedule for the quarter June 30, 2000 (for SEC use
only)
