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Divedepot Com · 10SB12G/A · On 4/26/00

Filed On 4/26/00 12:46pm ET · SEC File 0-28665 · Accession Number 1065949-0-64

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/26/00  Divedepot Com                     10SB12G/A              2:57                                     Cole Candi M/FA

Amendment to Registration of Securities of a Small-Business Issuer · Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Form 10-Sb/A #1                                       56    150K 
 2: EX-27       Financial Data Schedule                                1      4K

10SB12G/A · Form 10-Sb/A #1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Changes in and Disagreements With Accountants Conflicts of Interest Cover Page Description of Business Description of Property Description of Securities Directors, Executive Officers, Promoters and Control Persons Divedepot.com, Inc Executive Compensation Indemnification of Directors and Officers Legal Proceedings Market Price and Dividends on the Registrant's Common Equity and Other Shareholder Matters Recent Sales of Unregistered Securities Risk Factors Security Ownership of Certain Beneficial Owners and Management
1	1st Page
3	Item 1. Description of Business
9	Risk Factors
22	Item 3. Description of Property
"	Item 4. Security Ownership of Certain Beneficial Owners and Management
24	Item 5. Directors, Executive Officers, Promoters and Control Persons
25	Conflicts of Interest
26	Item 6. Executive Compensation
27	Item 7. Certain Relationships and Related Transactions
28	Item 8. Description of Securities
29	Item 1. Market Price and Dividends on the Registrant's Common Equity and Other Shareholder Matters
"	Item 2. Legal Proceedings
"	Item 3. Changes in and Disagreements With Accountants
30	Item 4. Recent Sales of Unregistered Securities
34	Item 5. Indemnification of Directors and Officers
35	Cover Page
36	Divedepot.com, Inc

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U. S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-SB/A
Amendment No. 1

File No.:0-28665

CIK:0001101715

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

DIVEDEPOT.COM, INC
(Name of Small Business Issuer)

FLORIDA 65-0817033
(State of Incorporation) (I.R.S. Employer Identification No.)

8890 CORAL WAY, MIAMI, FLORIDA 33165
(Address of principal executive offices) (Zip Code)

Registrants Telephone Number, including area code: 305-554-6720

Securities to be registered under Section 12(b) of the Act: NONE

Securities to be registered under Section 12(g) of
the Act:

Title of Class: Common Stock

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[Enlarge/Download Table]

TABLE OF CONTENTS

PART I
Page

Item 1. Business 3

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16

Item 3. Properties 22

Item 4. Security Ownership of Certain Beneficial Owners and Management 22

Item 5. Directors and Executive Officers of the Registrant 24

Item 6. Executive Compensation 26

Item 7. Certain Relationships and Related Transactions 27

Item 8. Description of Securities 28

PART II

Item 1. Market for Registrant's Common Stock and Security Holder Matters 29

Item 2. Legal Proceedings 29

Item 3. Changes in and Disagreements with Accountants on Accounting 29
and Financial Disclosure

Item 4. Recent Sales of Unregistered Securities 30

Item 5. Indemnification of Directors and Officers 34

PART F/S

Signature Page 36

Financial Statements and Supplementary Data F-1

Index to Exhibits 37

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Registrant, was incorporated in 1997 as Baskin In The Sun
International, Inc. in Florida to act as a U. S. holding company for the British
Virgin Islands subsidiary, Baskin In The Sun, Ltd. Hereafter, Baskin In the Sun
International, Inc. will be referred to as "the Company".

CORPORATE NAME CHANGE

At an extraordinary meeting of shareholders held June 10, 1999, the
motion for the corporate name was changed to Divedepot.com, Inc. From this time
forward the company will operate under the name Divedepot.com, Inc. with the BVI
subsidiary maintaining it's current identity of Baskin In The Sun, Ltd. Travel
and non-diving specific operations will operate on a DBA basis under the Baskin
In The Sun name.

PREDECESSOR HISTORY

The Original Baskin In The Sun ("BITS") was founded in February of 1969
on the little known island of Grenada by Alan M. Baskin. In 1973, an unstable
political environment prompted Alan Baskin to sell the existing business
together with the dive boats and SCUBA equipment. The "Baskin In The Sun" name,
however, was retained.

DOMINICAN REPUBLIC: The second Baskin In The Sun operation opened in
Santo Domingo, Dominican Republic, in September of 1974. The business at the
time consisted of a SCUBA store, a classroom for teaching courses and a single
dive boat. This company was first professional operation of its kind in the
Dominican Republic. In 1975 Mr. Baskin sold his interest in the company, but
again retained the corporate name. He formed a partnership with one of the
original investors, Eva Cope, and opened his third dive operation, this time at
the Punta Cana Hotel, a resort on the eastern shore of the Dominican Republic.
The hotel and dive operation was sold to Club Med in the spring of 1977.

HAITI: In November of 1977 Baskin In The Sun opened for business in
Haiti. This move came about for several reasons. First, there were no
professional SCUBA diving operations in the country. Second, the Duvalier
government exerted political stability and was interested in promoting tourism.
Finally, it represented a challenge to be successful in Haiti. The problems
associated with establishing a viable business in Haiti were daunting. Haiti had
a serious public relations problem and was therefore a difficult vacation spot
to sell. Baskin In The Sun operated for nine years in Haiti, while more than
fourteen similar dive businesses met with failure. Unfortunately on February 7,
1985 the Haitian Revolution began. The airlines stopped flying; the tourists
stopped coming. After nine years of Haitian success, it was necessary to close
and relocate Baskin In The Sun to a location where it could again thrive.

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BRITISH VIRGIN ISLANDS: As a British colony, the BVI offered
unquestioned political stability and, furthermore, it was already recognized as
an outstanding diving location. Alan Baskin and Eva Cope purchased an existing
business called Marler Industries, Ltd. (DBA Aquatic Centres) from George and
Luana Marler in Road Town, Tortola, in April of 1986. This business had been
operating in the BVI since 1971. However, it was clear that the company had been
neglected and was in financial trouble. Management was ineffective and many of
the company's assets had been depleted.

To capitalize on the "Baskin In The Sun name", "Aquatic Centres": was
dropped and a new corporation was formed under the name - Baskin In The Sun,
Ltd. Most of the first year of business was spent restructuring the company and
the operation. Donald Mitchell and his daughter Lisa Mitchell (also an
experienced diving professional), together with a small group of Investors,
acquired Baskin In The Sun, Ltd. from Alan Baskin and Eva Cope in 1993.

A predecessor to the Company was formed in 1996, under the laws of the
Republic of Panama as BASKIN IN THE SUN INTERNATIONAL, S.A. The purpose of the
predecessor was to own and operate dive facilities and provide ancillary travel,
retail and rental activities related to the diving industry in the British
Virgin Islands and other locations.

The predecessor, Baskin In The Sun International, S.A., was formed in
1996 to consolidate the subsidiaries Baskin In The Sun, Ltd., Baskin In Panama,
S.A., the investment in Discovery Diving & Fishing, Inc.

The predecessor, Baskin In The Sun International, S.A. was unsuccessful
in its efforts to raise additional capital as a foreign corporation, and had an
unsuccessful investment in Discovery Dive & Fishing, Inc. in Key Largo, Florida.
In December 1997, the management formed the company, which then purchased all of
the assets and liabilities of the predecessor. No markup or goodwill was
recorded in the accounting for the transaction. The subsidiary in BVI, Baskin In
The Sun, Ltd. became a subsidiary of the new company.

The company Baskin In The Sun International, Inc. (name changed to
DiveDepot.Com, Inc. in June 1999) was originally founded in 1997 and in December
of 1997 acquired in exchange for stock and assumption of debt the British Virgin
Island company, Baskin In The Sun, Ltd. The Company commenced operations in the
United States on December 1st, 1997, its purpose engage in dive travel,
promotions and marketing activities in support of the subsidiary located in the
British Virgin Islands.

The Company has funded its activities primarily through a combination
of operating revenues, debt and through the private placement of equity. The
Company's Revenue through June 30, 1999 has been primarily generated from the
sale of travel packages. The Company's current focus is on developing an
improved capacity to efficiently market and sell dive, yacht charter, airline
and hotel accommodations located in the Tropics. Management believes that the
ability to market dive travel and other specialty adventure travel products via

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the Internet provides an opportunity to expend the current operation
substantially, and accordingly has developed an additional business direction of
internet marketing of travel/dive ventures through its Internet Dive Portal
(divedepot.com).

MARKETING

The Corporate Strategy for the Company is to be an recreational diving
resource. While the nature of the business is recreational diving the company's
marketing focus will be on the consumer. The primary objective of the Company is
to market dive resort packages to consumers over the next three to five years.
By carefully choosing new destinations, the number and variety of dive travel
packages will be significantly increased and customized in line with guest's
needs and desires. The Company has developed a centralized reservation service
located in Miami, Florida to assist in its marketing efforts.

The continued development of the Company's U.S. based centralized
reservation, marketing, sales and travel service will enable Baskin customers
from around the world to arrange for vacation packages to vacation locations
with one telephone call, e-mail or fax. This direct reservations service will
provide cost savings for the company as a whole in addition to substantially
increased sales opportunities.

The Company has established an educational program that focuses on
continuing diver training to promote loyal repeat customer portfolio. With the
Company's focus on growth and diversification, this customer base will be the
primary business source for the expanded sites, travel services and investment
opportunities.

The primary objectives of the Company include selling the Company's
existing marketing system to clients. This will be accomplished through
operations through the "Partners in Paradise" program. The Partners in Paradise"
program is an exclusive marketing affiliation which implements recommended
business methods for dive operations and promotion. The Company receives
commissions on travel bookings and royalties on income from the "Partners."

The Company has been developing specialty courses and seasonal events
to give guests additional creative diving opportunities. Each dive trip is
different, even if it is to the same dive site. This diversification of programs
and events will give both repeat customers and first time guests more variety,
as well as the opportunity to gain additional certifications and a broadening of
underwater knowledge.

A key element within the long term objectives of the Company to remain
firmly rooted in the developing and growing Recreation and Leisure Industry. The
Company intends to become involved in every related aspect of the diving
business to include equipment leasing and travel/reservations coordination.

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CURRENT OPERATIONS OF SUBSIDIARY BASKIN IN THE SUN, LTD. IN BVI

The current revenue producing areas of the Company operations primarily
focus on Training, Diving, Rentals and Merchandising in its BVI dive resort
operation; however, 80% of the existing business falls into these four revenue
categories.

The British Virgin Islands are known by purists within the diving
profession as offering the widest variety of diving opportunities in the
Caribbean. There are several shipwrecks throughout the BVI located at varying
depths, accommodating all levels of divers, including snorkelers. The wreck of
the famous British packet, "The Rhone", for example, lends itself to both
snorkeling and SCUBA activities. Wreck diving is of consummate interest to
snorkelers and SCUBA divers since wrecks attract hordes of tropical and reef
fish. Wrecks also sponsor a serious interest in the history of the period and in
those passengers associated with the wreck..

Currently, there are three Baskin In The Sun locations in the British
Virgin Islands: Soper's Hole and Prospect Reef. The first dive center is in
Soper's Hole, on Frenchman's Cay. Locally known as the "West End", Soper's Hole
is a protected harbor nestled among steep hills and dotted with glistening
yachts. The third to open April 1st is on the exclusive Peter Island that is
owned by the Amway Corporation. BITS has chosen a charming setting from which to
operate and promote the diving experience. Close proximity to three large
charter sail companies enhance retail and diving sales substantially.

The second operation, Prospect Reef, is located on the property of The
Prospect Reef Hotel. This hotel is among the largest within the British Virgin
Islands with approximately 131 rooms, six lighted tennis courts, a deep water
diving pool, Olympic designed swimming pool, several different room
configurations, and charming restaurants. The Prospect Reef management is aware
that its continuing relationship with BITS, combined with the rapidly growing
business of SCUBA diving in the BVI, will generate substantial future revenues
for the hotel. It is for this reason that the management of both organizations
have nurtured this association into a support system for both companies.

The Prospect Reef location is a short distance from the new government
building where cruise ship passengers disembark. This is very significant for
the projected business growth of Baskin In The Sun because the British Virgin
Islands has initiated a duty-free status. This places the island of Tortola on a
more competitive footing with St. Thomas, St. John and St. Croix in the US
Virgin Islands. There are currently twenty-eight duty-free items that can be
sold to the cruise ship passengers. Some of these will be sold by the Company
organization along with other popular items currently being merchandised.

The Company has three dive boats, a basic requirement for the diving
and marine recreational business. These boats have configurations that permit
client comfort in a variety of seas. All the BITS boats have configurations that
permit client comfort in a variety of seas. All the BITS boats have good
maintenance and performance records. The Company is committed to fleet
modernization and is always receptive to new dive boats that will improve
customer service and safety.

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Insurance requirements for the Company are currently handled by Lloyds
of London, who gave manifested an interest in continuing to work with the
company during its expansion into the planned PIP program and diversified
business development activities of Baskin International. To determine the scope
of their commitment to support and assist Baskin International, BITS
representatives have conducted negotiations with the Caribbean director of
Lloyds of London. Under discussion are not only BITS Insurance needs, but other
financial requirements which Lloyds has a capacity to serve.

The Company is a PADI Instructor Development Center (IDC), and
authorized to certify all dive instructor levels up to Dive Master and Assistant
Instructor.

INTERNET DIVE PORTAL (DIVEDEPOT.COM)

In conjunction with its dive resort and travel business, the Company
has identified a significant opportunity for utilizing the Internet to web
enable many of its marketing programs and create a dominant Internet presence in
the sport diving industry. The domain and operating name divedepot.com, Inc. has
been researched and trademarked and the domain registered, and a website is
maintained for the domain.

The "Master Dive Portal - divedepot.com, Inc." will be automatically
updated to contain all existing web content (about 709,000 pages) relative to
diving where all pages are posted automatically to all search engines and
directories. By incorporating several traffic generation techniques and
services, the site will attempt to become the largest and most active scuba
diving category-specific portal on the web. Our web development partners
Vitracon Corp., Webulate LLC. and Q Sound Labs, Inc., have created the
proprietary technology to allow a completely automated system to gather all web
category-specific data and organize it into categorized portal that may be
updated at will. This searchable site will also allow many other diver-related
web services that will further enhance the traffic:

1. FREE E-MAIL ACCOUNTS TO ALL DIVERS TPAYNE@DIVEDEPOT.COM by using this e-mail
the diver would be automatically entered in drawings, get divedepot news,
be updated on specials etc. The model for this is the hotmail.com e-mail
system offered by Microsoft. Every e-mail sent is a marketing piece, as it
has a tag line that is automatically attached containing a hyperlink to the
divedepot.com portal. This system is completely automated and runs on the
web mail server. It also allows a user to check/send e-mail with only a
browser without actually using your own PC and setting up your own e-mail
etc... This system ensures that the user makes a trip to your front page
every time he uses his e-mail.

2. To enhance this further the Company will give individuals 1-3 personal
pages for their own use. As people go to these pages they will pass through
the divedepot.com portal site and generate other impressions and marketing
opportunities. These pages are created by the automated Q sound on-line
page development tool.

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3. The divedepot postcard system. As part of e-mail registration and the mail
system the user will be able to send an e-postcard using a variety of
formats and include proprietary photos by copying in digital photos and
.gif or .jpeg images.

4. Dive shop websites. The Company will create at least an e-commerce page for
every recognized dive shop in the world. Shops will then be able to go up
to several pages by providing us the content, logos, prices for courses
etc.. If they currently have a site it will be initially copied it to
registrant's the appropriate heading. The system will allow all to have an
e-commerce site under the divedepot.com domain and all transactions and
travel will result in a commission being paid to the shop. This system will
ensure the loyalty of the dive shops who are major players in the training
of new divers and sponsoring dive travel

THE COMPANY HOPES TO GENERATE WEB DIRECT REVENUE SOURCES

1. The BVI subsidiary - Baskin In The Sun, Ltd. will be a featured advertiser on
the divedepot site driving traffic to the Baskin site for Dive Travel services,
providing a low cost way of creating substantial traffic through the Baskin
site.

2. Web advertising space will be sold to dive equipment, dive shops, resorts and
services providers.

3. Partnering with book resellers at each content area to sell books on the
subject and other related items.

By registering all dive shops and their clients, registrant will be able to
charge a commission to the dive retailer every time a direct Internet purchase
is effected for either travel services or merchandise. This unique partnering
arrangement with the retail shops promotes ongoing loyalty and a maximization of
all potential sales outlets.

In regard to the possibility that the shares of the Company would qualify
for listing on NASDAQ, the current standards include the requirements that the
issuer of the securities that are sought to be listed have net tangible assets
of at least $4,000,000. The Company does not satisfy the NASDAQ listing
criteria.

COMPETITION

The Company expects to encounter substantial competition in its efforts to
build its businesses. Many of these entities will have significantly greater
experience, financial and other resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to market
services.

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ADMINISTRATIVE OFFICES

The Company currently maintains a mailing address at 8890 Coral Way, Miami,
Florida, 33165. The Company's telephone number is (305) 554-6720. The wholly
owned subsidiary (Baskin In The Sun, Ltd.) maintains offices at Prospect Reef
Hotel, Slaney Point, Tortola, British Virgin Islands, Tel 284-494-2858. The
Company does not currently maintain any other office facilities. Legal counsel
will not be involved in any day to day activities but will handle securities
related and corporate matters for the Company, so long as he is engaged to do
so.

EMPLOYEES

The Company currently employs a staff of five (5). Management of the
Company expects to use consultants, attorneys and accountants as necessary and
will require a further staff of eight (8) to carry on the intended business
plan. Although there is no current plan with respect to its nature or amount,
remuneration may be paid to or accrued for the benefit of, the Company's
officers in addition to Mr. Dilley's current salary as President. See "Executive
Compensation" and under "Certain Relationships and Related Transactions."

RISK FACTORS

1. CONFLICTS OF INTEREST. Certain conflicts of interest may exist between
the Company and its officers and directors. They have other business interests
to which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."

2. NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and
such funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.

3. REGULATION OF PENNY STOCKS. The Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000). For

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transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks" within the meaning of the rules, the rules would apply to the Company
and to its securities. The rules may further affect the ability of owners of
Shares to sell the securities of the Company in any market that might develop
for them.

Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.

4. LIMITED OPERATING HISTORY. The parent company was formed in December
1997 in Florida (the subsidiary was incorporated as Marler Industries in BVI in
1971) for the purpose of engaging in any lawful business. The Company is not and
has never been profitable. The Company has a limited operating history and has
not yet reached a profitable operating stage.

5. NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will acquire a favorable business opportunity. There is no assurance
that the company will generate profits, or that the market price of the
Company's Common Stock will be increased thereby.

6. LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within the scuba diving and travel industry and therefore increase
the risks associated with the Company's operations.

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7. OTHER REGULATION. An acquisition made by the Company may be of a
business that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.

8. DEPENDENCE UPON MANAGEMENT. Limited Participation of Management. The
Company currently has only four individuals who are serving as its officers and
directors. The Company will be heavily dependent upon their skills, talents, and
abilities to implement its business plan, and may, from time to time, find that
the inability of the officers and directors to devote their full time attention
to the business of the Company results in a delay in progress toward
implementing its business plan. See "Management." Because investors will not be
able to evaluate the merits of possible business acquisitions by the Company,
they should critically assess the information concerning the Company's officers
and directors.

9. LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an
employment agreement with its officers and directors, and as a result, there is
no assurance they will continue to manage the Company in the future.

10. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Florida Revised Statutes
provide for the indemnification of its directors, officers, employees, and
agents, under certain circumstances, against attorney's fees and other expenses
incurred by them in any litigation to which they become a party arising from
their association with or activities on behalf of the Company. The Company will
also bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company, which it will be unable to recoup.

11. DIRECTOR'S LIABILITY LIMITED. Florida Revised Statutes exclude personal
liability of its directors to the Company and its stockholders for monetary
damages for breach of fiduciary duty except in certain specified circumstances.
Accordingly, the Company will have a much more limited right of action against
its directors than otherwise would be the case. This provision does not affect
the liability of any director under federal or applicable state securities laws.

12. DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience
of its officers and directors, the Company may be required to employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be made by the Company's
President without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the President of the
Company considers it necessary to hire outside advisors, he may elect to hire
persons who are affiliates, if they are able to provide the required services.

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13. COMPETITION. The travel marketing and dive business is intensely
competitive. The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company.

14. NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.

15. NO PUBLIC MARKET EXISTS. There is no public market for the Company's
common stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.

16. RULE 144 SALES. All of the outstanding shares of Common Stock held by
present officers, directors, and stockholders are "restricted securities" within
the meaning of Rule 144 under the Securities Act of 1933, as amended. As
restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
nonaffiliated shareholder after the restricted securities have been held by the
owner for a period of two years. Nonaffiliated shareholders of the Company who
have held their shares for two years under Rule 144(K) are eligible to have
freely tradable shares. A sale under Rule 144 or under any other exemption from
the Act, if available, or pursuant to subsequent registration of shares of
Common Stock of present stockholders, may have a depressive effect upon the
price of the Common Stock in any market that may develop.

17. BLUE SKY CONSIDERATIONS. Because the securities registered hereunder
have not been registered for resale under the blue sky laws of any state, the
holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be
significant state blue-sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the securities. Accordingly,
investors should consider the secondary market for the Company's securities to
be a very limited one.

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18. CONTROL BY PRINCIPAL STOCKHOLDERS. The directors and executive officers
of the company own a majority of the outstanding Common Stock in DiveDepot.Com.
In particular, Donald Mitchell and entities under his beneficial ownership or
control constitute the largest shareholder of the company's Common Stock. Donald
Mitchell is, an officer and director. As a result, Mr. Mitchell may be able to
control the election of members of the company's Board of Directors and
generally exercise control over the company's corporate actions. Such
concentration of ownership may also have the effect of delaying or preventing a
change in control of the company.

INDUSTRY RISK FACTORS THAT COULD AFFECT OPERATING RESULTS

The following factors, together with other risk factors discussed in the
"Overview" section of Management's Discussion and Analysis of Financial
Condition and Results of Operations and other information contained elsewhere
herein, should be considered carefully in evaluating the company and its
business.

1. NARROW GROSS MARGINS FOR AIR TRAVEL RELATED SALES. Approximately 5% of
the company's revenues in fiscal 1998 were generated through air travel related
sales. As a result of price competition and the entry of airlines into direct
competition with the travel industry and, the elimination or reduction of
commissions paid by airlines, the company's gross margins on air travel sales
will continue to be fairly low, projected to be approximately 12% in fiscal
1999. As a result of the company's narrow gross margins in this product
category, fluctuations in net revenues and operating costs may have an impact on
the company's operating results. Further declines in the company's air travel
gross margins may have an adverse effect on the company's business, financial
condition and operating results.

2. DEPENDENCE ON BRITISH VIRGIN ISLAND OPERATIONS. Disruption of operations
at the Baskin In The Sun Island locations for any reason, including power or
telecommunications failures, natural disasters such as hurricanes, fires,
tornadoes or floods, or work stoppages, would have a material adverse effect on
the company's business, operating results and financial condition.

3.INCREASED EMPHASIS ON INTERNET GENERATED SALES. DiveDepot.Com's adventure
travel sales are characterized by higher gross margins than those attainable in
general vacation and domestic sales. As a result, the company's goal is to
increase the proportion of revenues derived from the provision of adventure
travel packages (dive, yacht charter and condo/villa) relative to air only or
domestic travel sales. DiveDepot.Com's success in increasing its travel revenues
will depend primarily on the exploitation of the Internet as a proactive
marketing and sales tool backed by the history of the Baskin In The Sun brand,
identity, service and reputation. To the extent that DiveDepot.Com does not
successfully increase the revenues attributable to its adventure travel
business, the company's operating margins may be adversely affected. The company
has also recently implemented a sophisticated multi level marketing methodology
for selling its travel services, known as the "Partners in Paradise" program. If
travel revenues do not increase sufficiently or the company fails to accurately
price its services, the company's business, operating results and financial

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condition would be materially and adversely affected. In addition, customer
acceptance and strong sales of DiveDepot.Com travel services and merchandise and
the ability to establish a significant participating group of dive shops or
network will have a substantial impact on revenues.

4. NEED TO RECRUIT AND RETAIN MANAGEMENT, TECHNICAL AND SALES PERSONNEL.
The company believes that its future success depends, to a large extent, upon
the efforts and abilities of its executive officers, managers, technical and
sales personnel. Failure by the company to attract and train skilled managers,
technical and sales personnel on a timely basis, or the inability of the company
to retain such personnel, could materially and adversely affect the company's
business, operating results or financial condition.

5. MANAGEMENT OF GROWTH. The company has experienced business growth since
its entry into the dive and travel industry and its new business. This growth
has placed, and is expected to continue to place, a significant strain on the
company's management, financial, sales, technical and support systems and
personnel. The ability to manage its growth effectively will require it to
continue to develop and improve its operational, financial and other internal
systems and train, manage and motivate its employees. The company has in the
past and will continue in the future to evaluate the acquisition of businesses
that complement or expand the company's presence and profitability in the sport
diving and related travel and merchandising industry. Integrating newly acquired
businesses may divert significant management resources and attention from day to
day operations.

6. COMPETITION. The sport diving, adventure travel and dive related
merchandising industry is very competitive. DiveDepot.Com expects competition to
intensify in the future. As an integrated product and service provider,
DiveDepot.Com competes with sellers of travel, and other equipment and diving
services providers. Management is not aware of any company, which would compete
directly in every phase of the company's operations. Instead, DiveDepot.Com
faces competition from a number of different sources and on different levels.
Caradonna, Maduro, Island destinations, PADI Travel and others compete with
DiveDepot.Com in adventure travel products. In addition to these large and
established travel wholesalers, DiveDepot.Com also competes against numerous
regional and local companies in the sport diving resort and dive instructional
areas and many of these competitors have longstanding customer relationships.
For the dive travel markets, there is intense competition from other
destinations that have much cheaper air fare from the United States and less
expensive hotel accommodations.

Some of the company's competitors have greater financial, technical and
marketing resources. As a result, such companies may be able to respond more
quickly to new or emerging changes in customer needs or devote more resources to
the development, promotion and sales of their services than DiveDepot.Com. In
addition, competition could result in price decreases and depress gross margins
in the industry. Declines in the company's gross margins may exacerbate the
impact of fluctuating net revenues and operating costs on the company's
operating results and have a material adverse affect on the company's business,
operating results and financial condition.

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The principal competitive factors in the company's industry include the
breadth and quality of destinations, and services offerings, availability,
pricing, and expertise of the sales and operational workforce. Management
believes that it competes favorably with respect to each of these factors.
However, there can be no assurance that DiveDepot.Com will, in the future, be
able to compete successfully against existing or future competitors or that such
competition will not adversely affect DiveDepot.Com's business, operating
results and financial condition.

7. HIGH DEGREE OF LEVERAGE; FUTURE CAPITAL NEEDS.The Company requires
substantial capital to fund its business and, in particular, to finance Internet
and sales and marketing organizational development, accounts receivable, capital
expenditures, salaries and lease payments on its Miami and British Virgin Island
facilities. To date, the company has relied on an influx of equity and debt to
finance its business and its expansion. As a result, the company is highly
leveraged.

Substantially all of the company's outstanding indebtedness is tied to the
prime rate. The company is not currently a party to any financial instruments,
which would mitigate the company's exposure to increases in the prime interest
rate. Accordingly, increases in the prime rate could adversely impact the
company's pretax income or otherwise materially and adversely affect the
company's business, operating results or financial condition. Also, there can be
no assurance that the company will be able to generate sufficient cash from
operations to satisfy future interest and principal payments. In the event that
the company is unable to meet its payment obligations or needs additional
capital to fund its business, the company would be required to seek alternative
sources of financing or attempt to refinance its existing credit facilities.
There can be no assurance that such alternative equity or debt funding would be
available on terms acceptable to the company, if at all. Under such
circumstances, the company's inability to procure additional funding or
refinance existing indebtedness would have a material adverse effect on the
company's business, operating results and financial condition.

8. LIABILITY AND RISKS FROM PERSONAL INJURY. The sport diving industry is
not highly regulated, and relies on the small group of training agencies to set
safety standards. The company operates under a number of local safety
regulations and all vessels and dive equipment must be inspected annually. All
dive instructors must be certified and insured. The company's diving operations
are constantly exposed to the possibility of accidents or fatalities related to
the sport. A serious accident or fatality could have a serious and material
effect on the company's diving operations and could result in civil penalties on
behalf of the company, its employees, officers and directors. While the company
has all regulatory permits and insurance for its business as presently
conducted, and operates to the highest safety standards there can be no
assurance that such insurance would cover every contingency.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999.

IMPORTANT NOTE ABOUT FORWARD LOOKING STATEMENTS

This Registration Statement contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Predictions of future events are inherently
uncertain. Actual events could differ materially from those predicted in the
forward looking statements due to a number of factors including but not limited
to the risks set forth in the following discussion.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE UNAUDITED
INTERIM CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED IN
PART 1- ITEM 1 OF THIS REPORT AND DIVEDEPOT.COM'S AUDITED CONSOLIDATED FINANCIAL
STATEMENTS

In late 1998 DiveDepot.Com began negotiating to operate the diving
concession at the Peter Island Resort in the British Virgin Islands. A
concession operating contract was signed with Amway Hotel Corp. and operations
commenced at that location on April 1st, 1999. It is managements expectation
that this operating unit under the control of the subsidiary Baskin In The Sun,
Ltd. will increase to gross sales for the company. Management has worked to
reduce overhead and streamline management and operations in the subsidiary
Baskin In The Sun, Ltd.

In early 1999 management determined that there was a need and potentially
highly valued and very profitable presence in the Industry to be obtained by
creating a dive related Internet portal. This portal would be a search engine
containing all available information for the industry and also be a
transactional based system allowing dive shops, dive resorts and manufacturers
the ability to conduct e-commerce between the users and the diving enthusiasts
who would avail themselves of the services provided to the diving public.
DiveDepot.Com management entered into Internet development contracts with
Virtacon Corp, Webulate, LLC, Q Sound Corp, and Prismawebs to design support and
host the Internet Portal to be known as DiveDepot.Com. At an extraordinary
meeting of shareholders held June 10, 1999 the motion to change the name of the
parent corporation to DiveDepot.Com, Inc. was unanimously approved.

In anticipation of the development of the DiveDepot.Com project, the added
vessels and equipment to support the Peter Island operations and for general
working capital the company developed a private placement offering document that
would attempt to raise $1 million in equity capital. In order to reduce the
number of outstanding shares the company affected a 1 for 3.0363 reverse share
split in April 1999. The terms of the offering were to offer 500,000 common
shares at $2.00 each. As of June 30, 1999 the company has been successful in
raising $485,000 of the proposed $1 million in new equity. Upon completion of
the Internet development contracts 425,000 common shares and 250,000 options
exercisable at an average of $1.70 per share will be issued to the contractors
as partial payment for services.

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In anticipation of increased staffing to support the DiveDepot.Com Internet
operations additional office space, computer equipment and furniture has been
leased adjacent to the current offices in Miami. There are currently 2 full time
and two part time staff dedicated to developing the databases and information
that will be contained on the DiveDepot.Com site. Much of the initial website
and database design has been completed and the browser-based interfaces are
functional allowing remote database administration.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

The Company had revenues for the nine month period of $922,459 in 1999 and
$994,811 in 1998. The cost of sales in the period in 1999 was $236,647 compared
to $427,448 in 1998. The gross profit was $685,812 in the period in 1999
compared to $567,363 in the period in 1998. The operating expenses in the period
in 1999 increased to $703,682 compared to $652,791 in the period in 1998. The
net loss in the period in 1999 was ($17,870) compared to ($85,428).

DiveDepot.Com has incurred net losses and experienced negative cash flow
from operations since inception through the end of the period ending September
30, 1999. During the first nine months of the fiscal year beginning January 1,
1999 to September 30, 1999. The company realized a net loss of ($17,870)
compared to a net loss of ($85,928) in the period in 1998. There can be no
assurance that the company will be able to achieve or sustain revenue growth,
profitability or positive cash flow on either a quarterly or an annual basis.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1999 COMPARED TO THE
SAME PERIOD IN 1998

REVENUE. Revenue totaled $233,964 for the three months ended September 30,
1999 compared to $331,604 in the period in 1998. As the low travel season ends
in mid December, travel-booking revenues are expected to increase with an
approximate 60-day lead time.

COST OF REVENUE. Cost of Sales totaled $53,041 (or 22.6% of sales) for the
three months ended September 30, 1999 compared to $142,483 in the period in
1998. Cost of sales consists primarily of costs to provide travel related
services to clients; the costs of merchandise sold in the retail stores and to a
minor extent the costs of fuel and training materials sold to third parties.
Management believes that there is significant room for reducing the relative
cost of travel services and retail merchandise as volumes increase and buying
power is more firmly established. Management has reduced substantially the
inventory carried over the last two years and streamlined the purchasing
operations.

OPERATING EXPENSES (Including Marketing, Sales and Administration).
Operating expenses totaled $208,038 for the three months ended September 30,
1999 compared to $217,597 in the period in 1998. Operating expenses include all
costs of salaries, rent, utilities, repairs, fuel and all costs associated with
the ongoing dive operations in the British Virgin Islands. Dive operations
expenses are high as a percentage of sales and significant economies of scale
can be achieved as diving activities increase. At present, infrastructure and
equipment is in place within the companies operations in the BVI to accommodate
substantial additional business with only minor capital expenditures, marketing,
sales and administration expense consists primarily of personnel expenses,
accounting, legal expenses and marketing development, promotion and sales

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activities, including salary and commissions, costs of marketing programs and
the cost of attending various dive shows and travel trade shows. These costs are
mostly born by the parent company located in Miami. This expenditure reflects a
substantial investment in the Internet systems, customer support, marketing and
sales organizations necessary to support the company's expanded customer base.
Management expects marketing, sales and administration expenditures to continue
to increase in dollar amount, but to decline as a percentage of revenue.
Specifically, the administrative infrastructure of DiveDepot.Com is designed to
anticipate future travel, and merchandise sales that have not yet occurred. As
these sales occur, administrative expenses will not increase substantially and
will decline as a percentage of revenue. The company has also incurred
significant administrative costs in fulfilling its regulatory obligations in
preparation for and as a potential public entity. Management expects these
expenses to remain constant and therefore decline as a percentage of revenue.
Together, therefore, management anticipates that marketing, sales and
administrative expenses will increase somewhat more modestly than in the first
three months of the current fiscal year, but decline sharply as a percentage of
revenue as sales of travel and merchandise increase. Operating loss for the
period was ($27,115) in 1999 compared to ($28,476) in 1998.

NET LOSS. DiveDepot.Com had a loss of approximately ($134,907) for the
three months ended September 30, 1999 as compared to a loss of ($59,410) for the
three months ended September 30, 1998.

Management believes that period-to-period comparisons of its financial
results should not be relied upon as an indication of future performance.
DiveDepot.Com may experience significant period-to-period fluctuations in
operating results depending upon factors such as the success of the
DiveDepot.Com's efforts to expand sales and implement it's Internet marketing
programs and mix of products and services and changes in, and the timing of,
expenses relating to development and sales and marketing. Other factors that may
contribute to variability of operating results include the timely deployment and
implementation of expansion of the DiveDepot.Com outside sales network or
internal direct marketing capability, changes in demand for sport diving travel
and related products and services, the cyclical nature of marine expenditures
and the overall health of the regional and international economy.

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 1998.

Revenue totaled $1,326,414 for the year ended December 31, 1998. The
1998 reporting period is for 12 months and 1997 was for 1 month due to
incorporating Baskin In The Sun International, Inc. in Dec 1997. Baskin In The
Sun Ltd. results are for 12 months in 1998 and for 15 months in 1997 due to a
change of year end to match the parent company. Management expects losses to be
reduced during the next 9 months with improving results during the remainder of
the fiscal year ending on December 31, 1999. As the low travel season ends in
mid December, travel-booking revenues are expected to increase with an
approximate 60-day lead-time. This will coincide with anticipated deployment of
the Baskin website. The foregoing expectation is a forward looking statement
that involves risks and uncertainties and the actual results could vary
materially as a result of a number of factors.

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COST OF REVENUE. Cost of Sales totaled $569,930 (or 43% of sales) for
the year ended December 31, 1998. Cost of revenue consists primarily of costs to
provide travel related services to clients, the costs of merchandise sold in the
retail stores and to a minor extent the costs of fuel and training materials
sold to third parties. Management believes that there is significant room for
reducing the relative cost of travel services and retail merchandise as volumes
increase and buying power is more firmly established. Management has reduced
substantially the inventory carried over the last two years and streamlined the
purchasing operations. At present inventory is turned approximately four times
per year. The foregoing expectation is a forward looking statement that involves
risks and uncertainties and the actual results could vary materially as a result
of a number of factors.

OPERATING EXPENSES (Including Marketing, Sales and Administration).
Operating expenses totaled $957,312 for the year ended December 31,1998.
Operating expenses include all costs of salaries, rent, utilities, repairs, fuel
and all costs associated with the ongoing dive operations in the British Virgin
Islands. Dive operations expenses are high as a percentage of sales and
significant economies of scale can be achieved as diving activities increase. At
present, infrastructure and equipment is in place within the companies
operations in the BVI to accommodate substantial additional business with only
minor capital expenditures, marketing, sales and administration expense consists
primarily of personnel expenses, accounting, legal expenses and marketing
development, promotion and sales activities, including salary and commissions,
costs of marketing programs and the cost of attending various dive shows and
travel trade shows. These costs are mostly born by the parent company located in
Miami. This expenditure reflects a substantial investment in the Internet
systems, customer support, marketing and sales organizations necessary to
support the company's expanded customer base. Management expects marketing,
sales and administration expenditures to continue to increase in dollar amount,
but to decline as a percentage of revenue. Specifically, the administrative
infrastructure of Baskin is designed to anticipate future travel, and
merchandise sales that have not yet occurred. As these sales occur,
administrative expenses will not increase substantially and will decline as a
percentage of revenue. The company has also incurred significant administrative
costs in fulfilling its regulatory obligations in preparation for and as a
potential public entity. Management expects these expenses to remain constant
and therefore decline as a percentage of revenue. Together, therefore,
management anticipates that marketing, sales and administrative expenses will
increase somewhat more modestly than in the current fiscal year, but decline
sharply as a percentage of revenue as sales of travel and merchandise increase.
The foregoing expectation is a forward looking statement that involves risks and
uncertainties and the actual results could vary materially as a result of a
number of factors.

EXTRAORDINARY CHARGES. In 1997 Deloitte Touche, Tohmatsu were appointed
as auditors and as part of that change there was a mandate to produce an
unqualified audited consolidated financial statement for the parent and
subsidiary that conformed to US GAAP standards. As part of those changes there
were various accounting adjustments required to bring the company's reporting
into compliance.

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1. The year end was changed for the subsidiary Baskin In The Sun, Ltd.
to December from September 30. This is not a GAAP requirement, but greatly
reduces costs and difficulty in preparing financial statements and simplifies
comparison of reporting periods.

2. An adjustment to revaluation of vessels to reflect actual cost was
effected in 1997. This caused a corresponding substantial increase in
depreciation charges beginning 1998.

3. The goodwill included in the balance sheet of the parent company
reflects the amount paid for the subsidiary company over it's net book value of
assets. This goodwill is amortized over a 20 year period.

4. Accounts payable reflects an amount of $47,822.00 that is accrued
and unpaid interest on the BIC Enterprises note that forms part of related party
loans. This is a result of management electing to amortize the total interest of
the note equally over the 10-year period. Payments of interest and principle
were therefore reduced substantially in the early years of the note. The
financial statements must reflect this accrued liability in past years and it
must be included to comply with US GAAP. The note holders have agreed to modify
the original agreement and accept payment of the unpaid interest in equal
monthly installments over the remaining 5 years allowing the correct interest
and principle payments to be made monthly on the outstanding balance. The
including of this amount in accounts payable is charged to 1998 earnings, but
will actually be paid in monthly installments over the next 5 years.

5. Net loss reflects the following non-cash items: (see above)

* Depreciation $ 86,925
* Amortization of Good Will $ 36,811
* Interest on Bic Ent. Loan $ 47,822
---------
Total $ 171,558

Net Loss on a cash basis for the year ended December 31, 1998 is ($92,055)

NET LOSS. Baskin had a loss of $263,613 for the year ended December 31,
1998, including adjustments. There is no historical data available for
comparative purposes due to the incorporation of the holding company in December
1997.

LIQUIDITY AND CAPITAL RESOURCES

To date, the company has satisfied its cash requirements primarily
through debt, the sale of capital stock and through operating revenues. The
company's principal uses of cash are to fund working capital requirements and
capital expenditures and to service its vendor, payroll and professional
expenses. Net cash used in operating activities for the year ended December 31,
1998 was $24,565. The amount of cash used in operating activities in this period
was primarily impacted by the increased costs of commencing the Miami
operations. Additional cash expenditures were caused by increased costs in
anticipation of the Baskin Internet development program and the expansion of
Baskin's management, sales, marketing and organizational infrastructure.

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For the year ended December 31, 1998 cash of $25,111 was generated from
financing activities. The net cash decrease for the year ended December 31, 1998
was $87,403. At December 31, 1998, the company had cash and cash equivalents of
($41,867).

Net cash used in operating activities for the three months ended September
30, 1999 was approximately $146,048 as compared to approximately $49,488 for the
three months ended September 30, 1998. Net cash used in operating activities in
the fiscal year ending December 31, 1998 was $124,490. The amount of cash used
in operating activities in both periods was primarily impacted by the increased
costs of consolidating operations in the Miami operations and expenses
associated with commencement opening the new dive operations at Peter Island.
Additional cash expenditures were caused by increased costs in supporting the
DiveDepot.Com Internet development program and the expansion of DiveDepot.Com's
management, sales, marketing and organizational infrastructure.

The net cash increase for the three-month period ended September 30, 1999
was $98,411. At September 30, 1999, the company had cash and cash equivalents of
approximately $120,406.

NEED FOR ADDITIONAL FINANCING

The Company does not have capital sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs.

No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.

Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

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YEAR 2000 ISSUES

Year 2000 problems result primarily from the inability of some computer
software to properly store, recall, or use data after December 31, 1999. These
problems may affect many computers and other devices that contain embedded
computer chips. Based on a review of its existing information systems, the
Company does not anticipate that it will incur significant costs in connection
with bring its information systems into compliance with Year 2000 requirements.
Most of DiveDepot.Com's software is non-customized third-party software.
However, there is no guarantee that the company will not experience disruptions
in its operations due to a failure of its vendors, key suppliers, lenders,
utility providers or dealers in addressing their individual Year 2000 compliance
issues effectively.

The Company relies on non-IT systems that may suffer from Year 2000
problems, including telephone systems and facsimile and other, office machines.
Moreover, the Company relies on third-parties that may suffer from Year 2000
problems that could affect the Company's operations, including banks,
reservation systems, and utilities. The Company does not believe that such
non-IT systems or third-party Year 2000 problems will affect the Company in a
manner that is different or more substantial than such problems affect other
similarly situated companies or industry generally. Consequently, the Company
does not currently intend to conduct any further readiness assessment of Year
2000 problems or to develop a detailed contingency plan with respect to Year
2000 problems that may affect the Company.

ITEM 3. DESCRIPTION OF PROPERTY

None. The Company leases facilities from a non-affiliate for its
offices at 8890 Coral Way, Suite 220, Miami, Florida.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth as of the date of this Registration
Statement, the number of shares of common Stock owned of record and beneficially
by executive officers, directors and persons who hold 5.0% or more of the
outstanding Common Stock of the Company. Also included are the shares held by
all executive officers and directors as a group.

5% SHAREHOLDERS/ NUMBER OF SHARES OWNERSHIP
BENEFICIAL OWNERS PERCENTAGE
--------------------------------------------------------------------------------
Carl Dilley, 80,871 4.4%
President & Director
8890 Coral Way, Suite 220
Miami, FL 33176

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Donald Mitchell 545,027(1) 29.0%
Chairman & Director
6929 Kenfig Dr.
Falls Church, VA 22042

Frank Horwich, 110,000(2) 5.9%
Secretary & Director
300 S. Jackson St., Suite 100
Denver, CO 80209

Lisa Mitchell, 75,871 4.1%
Vice President & Director
324 Palmetto St.
Oviedo, FL 32765

Baskin in the Sun International, S.A. 200,419 11.0%
8890 Coral Way, Suite 220
Miami, FL 33165

Dr. Martin Preskin 125,000 6.2%
8324 N.W. 40TH Ct.
Coral Springs, FL 33065

Virtacon Corp 100,000 5.4%
4910 Blue Lake Drive
Suite 200
Boca Raton, FL 33431

Q Sound Labs, Inc. 225,000 12.2%
400-3115 12TH St., NE
Calgary, Alberta, Canada

All directors and executive
Officers as a group (4 persons) 811,769 43.4%

Each principal shareholder has sole investment power and sole voting power over
the shares.

(1) Through Exodus Asset Corp.

(2) Includes shares owned by Webulate, LLC which Mr. Horwich controls.

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[Enlarge/Download Table]

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.

The directors and executive officers currently serving the Company are
as follows:

NAME AGE POSITION HELD TENURE
--------- --- ------------------ ------
Carl Dilley 44 President & Director Since 1997
Lisa Mitchell 41 Vice President & Director Since 1997
Frank Horwich 39 Secretary & Director Since 1997
Don Mitchell 66 Chairman & Director Since 1999

The directors named above will serve until the net annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.

CARL DILLEY, President and Director, holds a business degree from the
College of New Caledonia, in British Colombia where he attended from 1973 to
1974 and, later during 1979 to 1982 completed advanced accounting and financial
analysis programs at The University of British Columbia and the University of
West Virginia. He is a fellow of the Canadian Securities Institute and holds a
designation of F.C.S.I. for completing advanced studies in Canadian Investment
Finance. He served for many years in various capacities at the firm of Pemberton
Securities that was eventually purchased by Dominion Securities. From 1990 to
1996 Carl served as project manager and director of finance for Industrial
Bosque Puerto Carrillo S.A., of Costa Rica (a flooring manufacturer). He has
also acted in executive capacity as a CFO for the Firm of Marc M. Harris in
Panama in 1996. He became President and Director of Baskin In The Sun
International, S.A. in 1996. He, together with the executive committee, are
responsible for the hands-on strategic planning of the organization.

FRANK HORWICH, is a Secretary and Director of the Company since 1997.
He studied Administration and Psychology at Southern Illinois University from
1978-1979. From 1998 to present he has been President of Webulate, LLC, an
information technology consulting company. From 1987 to 1998 he was President,
CEO and Director of Secutron Corp. of Denver, Colorado which developed a
software system for broker-dealers.

LISA MITCHELL, Vice President and Director, was the acting General
Manager of Baskin In The Sun, Ltd. (the BVI subsidiary) 1995 -1998 and is one of
the founding shareholders. She has been employed by Sea World in Orlando since
1998. Her experience includes over 18 years as Diving Instructor and dive shop
management activity. Lisa Mitchell was Retail Manager for the DIVI Operation at
the Flamingo Beach Hotel in Bonaire from 1990 to 1993, which is a large dive
operation. Lisa served as Training Director at Lady Cyana Divers in Islamorada,
Florida from 1985 to 1990, Assistant Manager at Sea Dwellers Sports Center in
Key Largo, from 1982 to 1985, and Assistant SCUBA Director at SeaCamp

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Association from 1980 to 1982. She obtained a BA in 1988 in Resort/Management
from George Mason University. She was a Vice President and a Director of Baskin
in the Sun International, S.A. 1996-1997, and has been Vice President and
Director of the Company since inception in 1997.

DON MITCHELL, Chairman of the Board and Director, studied at
Bridgewater, Virginia and at New York University in New York. Prior to becoming
a partner in Asian Strategic Partners in 1998, Mr. Mitchell served as president
of an international investment firm in Central America, The Firm of Marc Harris,
in 1996. He has been an officer and director of Baskin In The Sun International,
Inc. (1997-1999) and Baskin In The Sun International, S.A. (1996-1997). He was a
director of IPAC from 1993 to 1996. He was an officer of Revenge Marine, Inc.
(1997-1998) and has been an officer of Grant Douglas Publishing since July 1999.

The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis, except Carl Dilley is full-time.

None of the Company's officers, except

Divedepot Com · 10SB12G/A · On 4/26/00

Filed On 4/26/00 12:46pm ET · SEC File 0-28665 · Accession Number 1065949-0-64

Amendment to Registration of Securities of a Small-Business Issuer · Form 10-SBFiling Table of Contents

10SB12G/A · Form 10-Sb/A #1Document Table of Contents

Amendment to Registration of Securities of a Small-Business Issuer · Form 10-SB
Filing Table of Contents

10SB12G/A · Form 10-Sb/A #1
Document Table of Contents