We are all sunk. This whole thing is a stock scam for Rich and his boys (and girlfriends). If these people were truely concerned about the Company they would not be STEALING from us like they are. Here is some of the information I have put together so far. It is chump change compared to what the reality appears to be in this last PP. I have to go now. My stomach is hurting.
From 10Q filed 12/21/1999
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
9
<PAGE>
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.
On April 8, 1999 and October 5, 1999, the company filed registration
statements with the Securities and Exchange Commission for the issuance of
1,430,000 and 250,000 shares, respectively, of its common stock for the purpose
of compensating consultants for services rendered.
From 10Q dated 12/30/1999
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
And from the same report:
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
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
Something that I spoted while reviewing this:
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.
And This:
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.
And This:
SEAVIEW UNDERWATER RESEARCH, INC.
EXHIBIT
COMPUTATION OF PER SHARE EARNINGS
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 income ............................... $ 9,845 $ 30,764 $ 48,344 $ 46,949
Shares:
Basic weighted average number of
shares outstanding ................... 6,430,000 5,000,000 5,000,000 6,430,000
Additional shares adjusted-under nonvested
stock for diluted earnings per share . 2,586,282 0 0 2,622,822
---------- ---------- ---------- ----------
Diluted weighted average number
of shares outstanding ................ 9,016,282 5,000,000 5,000,000 9,052,822
And then there was this filed in a 10Q dated the same date of 12/30/1999:
THREE MONTHS PERIOD FROM SIX MONTHS
ENDED JUNE 30, APRIL 2, 1998 - ENDED
1999 JUNE 30, 1998 JUNE 30,1999
-------------- --------------- ------------
Basic weighted average common shares
outstanding .......................... 6,304,286 5,000,000 5,063,204
Diluted weighted average common shares
outstanding .......................... 8,931,363 5,000,000 7,669,913
And this:
THREE MONTHS PERIOD FROM SIX MONTHS
ENDED JUNE 30, APRIL 2, 1998 - ENDED
1999 JUNE 30, 1998 JUNE ,1999
--------------- --------------- ----------
<S> <C> <C> <C>
Net (loss) income ..................................... $ (20,589) $ 24,555 $ 37,104
Shares:
Basic weighted average number of shares outstanding ... 6,304,286 5,000,000 5,063,204
Additional shares adjusted-under nonvested stock for
diluted earnings per share ....................... 2,627,077 0 2,606,709
----------- ----------- -----------
Diluted weighted average number of shares outstanding . 8,931,363 5,000,000 7,669,913
And an S-8 filing dated 1/26/2000:
1. Services to be provided by CONSULTANT:
CONSULTANT has been and will continue to perform consulting services on behalf
of SEAVIEW.
2. Compensation.
2.1. As consideration for consultant services, SEAVIEW hereby grants to
T. Michael Jackson 100,000 shares of its common free-trading stock, and also
50,000 shares of its common stock subject to restrictions as stated below. The
Shares will immediately be issued by SEAVIEW.
Then, in the 10Q filed 3/30/2000:
As of March 28, 2000, the number of shares outstanding of the Registrant's
Common Stock, $.001 par value, was 12,417,200.
And in that same filed document I found this. What was it we paid Rich 1 million shares for? Seems the Company owns the patent on the housing for SecureView:
SECUREVIEW SECURITY CAMERAS. The Company has a patent pending application on
file with the United States Patent Office involving the use of video cameras,
utilizing bayonet style light bulb applications in the transmission of any video
signal or audio signal.
Additionally, the Company has fifteen different, but specific granted patents
regarding transmission of video and audio signals over electrical wiring a under
long term renewable option throughout twelve years.
Look at this. This is certainly interesting. Again, from the 10Q filed 3/30/2000.
ITEM 6. SELECTED FINANCIAL DATA
The Company commenced operations in April 1998. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Consolidated
Financial Statements and other financial information included elsewhere in this
Form 10-K.
6
<PAGE>
SUMMARY FINANCIAL AND OPERATING DATA
YEARS ENDED DECEMBER 31,
1998 1999
-------------------------
Net Revenue $ 635,486 $1,029,774
Net Income 122,774 47,023
Pro forma net income 87,898 26,951
Earnings per share:
Basic Net Income $ .02 $ .01
Diluted Net Income .02 .01
Basic Pro forma Net Income .02 .00
Diluted Pro forma Net Income .02 .00
Common shares used in the calculations
Of earnings per share:
Basic .............................. 5,000,000 6,105,644
Diluted ............................ 5,000,000 8,728,197
And this:
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 $250,000 cash. Gopher was formed as a
non-operating public shell company, and, therefore, for accounting purposes, the
combination has been treated as a recapitalization of the Company and the
issuance of stock by the company for the net monetary assets of Gopher.
On March 25, 1999, 2,700,000 shares of restricted common stock were
issued to a key employee. Unearned compensation equivalent to the market value
of the stock at the date of grant is charged to stockholders' equity at the time
of issuance.
On October 5, 1999, the Company filed registration statements with the
Securities and Exchange Commission for the issuance of 250,000 shares of its
common stock for the purpose of compensating consultants for services rendered.
On January 26, 2000 the Company filed a registration statement with the
Securities and Exchange Commission for the issuance of 100,000 shares of its
common stock for the purpose of compensating consultants for services rendered.
And this:
UNEARNED
COMMON ADDITIONAL RESTRICTED
COMMON STOCK PAID-IN RETAINED STOCK
STOCK ($.001 PAR) CAPITAL EARNINGS COMPENSATION TOTAL
--------- --------- --------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Balance on December 31, 1997 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Issuance of Stock 5,000,000 5,000 42,684 47,684
Net Income 122,774 122,774
--------- ------- ------- -------- -------- --------
Balance on December 31, 1998 5,000,000 5,000 42,684 122,774 0 170,458
Net Income for year ended
December 31, 1999 47,023 47,023
Net Income from S Corporation
prior to April 1, 1999 57,693 (57,693) 0
Undistributed Earnings upon
termination of S Corporation 122,774 (122,774) 0
Issuance of restricted stock
Under professional services
Agreements 2,700,000 2,700 97,300 (100,000) 0
Issuance of shares under
Consultant compensation plan 1,680,000 1,680 15,120 16,800
Amortization of unearned
Restricted stock compensation 25,694 25,694
---------- ------ -------- --------- -------- --------
Balance on December 31, 1999 $9,380,000 $9,380 $335,571 $ (10,670) $(74,306) $259,975
========== ====== ======== ========= ======== ========
And this:
SEAVIEW UNDERWATER RESEARCH, INC
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1999
----------- ------------
<S> <C> <C>
Net income ......................................... $ 122,774 $ 47,023
========== ==========
Pro forma Net Income ................................ $ 87,898 $ 26,951
========== ==========
Shares:
Basic weighted average number of shares outstanding . 5,000,000 6,105,644
Additional shares adjusted-under nonvested stock for
diluted earnings per share ..................... 0 2,622,553
---------- ----------
Diluted weighted average number of shares outstanding 5,000,000 8,728,197
========== ==========
