Lies! here is the truth: A shell company via a reverse merger:
SEAVIEW UNDERWATER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
87-0438640
(I.R.S. Employer Identification Number)
4229 Gulf Blvd., St. Pete Beach, FL 33706
727-866-1819
(Address and Phone Number of Principal Offices)
GOPHER, INC.
(Former name or former address, if changed since last report)
Item 1: Changes in Control of Registrant
(a) On March 24, 1999, Registrant acquired control of Seaview Underwater
Research, Inc., a Florida corporation, in exchange for 100 shares of the
Company's restricted common stock and $250,000 cash. No bank loans were involved
in the purchase.
On March 30, 1999, Registrant filed an amendment to its Articles of
Incorporation with the Secretary of State of the State of Nevada changing its
name to Seaview Underwater Research, Inc. Please refer to the Reorganization
Agreement attached hereto as Exhibit #2 for complete details regarding the
acquisition.
The current officers and directors of Registrant resigned and the following
officers and directors were appointed to fill the vacant terms until the next
annual election of officers and directors:
Richard L. McBride, President & Director
James Cox, Secretary, Treasurer & Director
Miles Gould, Director
Fred Leslie, Director
Charles Cato, Director
Brad Gould, Director
(1) (2) (3) (4)
Title of Name/Address Amount and Nature of Percent of
Class of Beneficial Owner Beneficial Ownership Class
-------- ------------------- -------------------- ----------
Common Richard L. McBride 2,700,000 shares 45%
There are no arrangements or understandings among members of both the former and
new control groups and their associates with respect to the election of
directors of other matters.
Item 2: Acquisition or Disposition of Assets
On March 24, 1999, Registrant acquired 100 shares of Seaview Underwater
Research, Inc. (hereinafter "Seaview") in exchange for 5,000,000 shares of
restricted common stock and $250,000. Seaview, at the time of the acquisition,
was a company developing underwater camera equipment.
Item 5: Other Events
As discussed above in Item 1, Registrant's name was changed to Seaview
Underwater Research, Inc., and its headquarters were moved to 4229 Gulf Blvd.,
St. Pete Beach, FL 33706. Please refer to the Reorganization Agreement attached
hereto as Exhibit #2 for complete details regarding the acquisition.
Item 7: Financial Statements and Exhibits
(a) Below are the audited financial statements of Seaview for the year ended
December 31, 1998, as provided at the time of acquisition by Registrant.
Barbara Wright C.P. A
PO. Box 17665
Memphis, TN 38177
901-365-0055
To the Board of Directors
SeaView Underwater Research, Inc.
4229 Gulf Blvd.
St. Pete Beach, FL 33706
1 have audited the accompanying balance sheet of SeaView Underwater Research,
Inc. as of December 31, 1998, and statements of operation and shareholders
equity for the period of March 1, 1998 to December 31, 1998. These financial
statements are the responsibility of Company's management. My responsibility is
to express an opinion on these statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
These standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SeaView Underwater Research, Inc.
from March 1, 1998 to December 31, 1998 and the results of it's operations for
this period in conformity with generally accepted accounting principals.
The accompanying financial statements have been prepared assuming that the
company will continue as a going and profitable concern.
/s/ Bargara Wright C.P.A.
901-365-0055
Statement Of Assets, Liabilities, and Shareholders Equity
SeaView Underwater Research, Inc.
Year Ended December 31,1998
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash on Hand. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,515.51
Product & Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,713.00
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,228.51
FIXED/LONG TERM ASSETS
Furniture & Fixtures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49,770.00
Injection Molds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,500.00
Shop Tools & Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,159.91
Show Booth & Display 7,800.00
Total Fixed/Long Term Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,229.91
Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 170,458.42
LIABILITIES
CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00
SHAREHOLDERS EQUITY
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500.00
Paid in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,244.28
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 122,774.14
Total Shareholders Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 170,458.42
Total Liabilities and Shareholders Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 170,458.42
<FN>
* See Accompanying Notes And Accountants Report
</FN>
Statement Of Revenue
SeaView Underwater Research, Inc.
Year Ended December 31,1998
Revenue
Total Sales $635,485.58
Total Income $635,485.58
Cost of Sales:
Raw Materials $149,354.93
Total Cost of Sales $149,354.93
Gross Profit $486,131.00
Less: Expenses
Advertising $124,449.45
Wages 79,845.33
Merchant Account Charges 8,700.32
Rent 28,048.82
Office Supplies 5,161.22
Refunds/Warranty 32,140.72
Legal l2,600.00
Travel & Entertainment 25,537.67
Phone & Utilities 24,537.67
Freight 16,550.59
Postage 300.00
Misc. 9,299.37
Bank Charges 6,021.32
Total Expenses $363,356.86
Net Profit (Loss) $122,774.14
See Accompanying Notes And Accountants Report
</FN>
</TABLE>
<
Notes To Financial Statements
December 31, 1998
BUSINESS ACTIVITY
The company sells and manufactures underwater video cameras. They market their
products primarily direct to public, although they also have and expanding
dealer network. They have plans to expand both dealer sales, boat show sales,
and mass merchandising sales in the next year.
ORGANIZATION
The company was incorporated in the State of Florida on April 2,1998. The
company had no operations prior to the incorporation. The sole shareholder is
Richard McBride who has 100 shares of stock with a par value of $5.00 per share.
PROVISION FOR INCOME TAXES
The corporation is a sub-chapter "S" corporation. The taxes are the
responsibility of Richard McBride. He has stated he will file the corporate |
