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-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

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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 Carl Dilley  and/or  directors
receives any compensation for their respective services rendered to the Company,
nor have they received such compensation in the past. The all have agreed to act
without  compensation  until authorized by the Board of Directors,  which is not
expected to occur until the Company has generated revenues from operations after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.                                               

         As permitted by Florida Revised Statutes, the Company may indemnify its
directors and officers  against  expenses and liabilities  they incur to defend,
settle or satisfy any civil or criminal  action brought  against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.                                                       

CONFLICTS OF INTEREST                                                           

         The officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.                                            

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         Conflict of Interest - General.  Certain of the officers and  directors
of the Company may be directors and/or principal shareholders of other companies
and,  therefore,  could  face  conflicts  of  interest  with  respect  to time. 
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the  Company's  officers or directors are involved in
the  management  of any firm  with  which the  Company  transact  business.  The
Company's Board of Directors has adopted a policy that the Company will not seek
a merger  with,  or  acquisition  of,  any entity in which  management  serve as
officers or  directors,  or in which they or their family  members own or hold a
controlling  ownership interest.  Although the Board of Directors could elect to
change this policy, the Board of Directors has no present intention to do so.   

                                                        [Enlarge/Download Table]

                                                                                                                  

ITEM 6.  EXECUTIVE COMPENSATION.                                                                                  

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES                                     

                                            Annual Compensation                                  Awards           

Name & Principal           Year      Salary         Bonus        Other Annual         Restricted        Securities
Position                             ($)            ($)          Comp-                Stock             Underlying
                                                                 ensation ($)         Award(s)          Options   
                                                                                      ($)               /SARS (#) 
------------------------------------------------------------------------------------------------------------------

Carl Dilley,               1997      $65,000        0            0                    $70,871           0         
President                  1998      $11,000        0            0                    0                 0         

Frank Horwich,             1997      0              0            0                    0                 0         
Secretary                  1998      0              0            0                    0                 0         

Lisa Mitchell,             1997      0              0            0                    0                 0         
Vice President             1998      $48,000        0            0                    0                 0         

Don Mitchell,              1997      0              0            0                    0                 0         
Chairman                   1998      0              0            0                    0                 0         


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                                                        [Enlarge/Download Table]

                                                                                         

                                  DIRECTORS' COMPENSATION                                

Name                        Year   Annual         Meet-    Consulting  Number  Number of 
                                   Retainer       ing      Fees/Other  of      Securities
                                   Fee($)         Fees     Fees ($)    Shares  Underlying
                                                  ($)                  (#)     Options   

                                                                               SARS (#)  

A. Director, Carl Dilley    1998   0              0        0           0       0         
B. Director, Frank Horwich  1998   0              0        0           10,000  0         
C. Director, Lisa Mitchell  1998   0              0        0           0       0         
D. Director, Don Mitchell   1998   0              0        0           0       0         

Option/SAR Grants Table  (None)                               

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End 
Option/SAR value  (None)                                      

Long Term Incentive Plans - Awards in Last Fiscal Year  (None)

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                         

         Prior to the date of this  filing,  the  Company  issued  shares to its
founders, officers,  directors and to the shareholders.  Certificates evidencing
the Common  stock  issued by the Company to these  persons have all been stamped
with a  restrictive  legend,  and are  subject  to stop  transfer  orders by the
Company.                                                                        

         a.       In 1996 the Company acquired all of the assets and liabilities
                  of  Baskin  in  the  Sun  International,  S.A.,  a  Panamanian
                  corporation,  in exchange  for 220,418  shares (post split) of
                  common stock of the Company and the  assumption of debt of the
                  Panamanian   corporation.   Messrs.  Carl  Dilley  and  Donald
                  Mitchell,  Frank  Horwich and Lisa  Mitchell were officers and
                  directors of Baskin in the Sun International, S.A. at the time
                  of the  acquisition.  The  additional  consideration  for  the
acquisition of assets were as follows:      

     *    Assumption by BITS INT, Inc. of the note and account payable to Donald
   Mitchell and Exodus Assets Corp., in the amount of $216,471.22.

     *    The return to Baskin In The Sun International,S.A. of all of shares of
          Baskin In The Sun International, S.A.(1,083,939 shares) currently held
by 15 S.A. and Exodus Assets Corp.                          

     *    A promissory note from Baskin In The Sun International, Inc. to Baskin
In The Sun International, S.A. for $365,247.53.             

*    Assumption of long-term debt in the amount of $352,917.00.       

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                  Carl Dilley became President and Director of the Registrant in
December  1997 and  received  80,871  shares of common  stock of  Registrant  in
December 1997 for services in organizing  companies.  Lisa Mitchell  became Vice
President and Director of Registrant and received  75,871 shares of common stock
of Registrant for services in organizing the company.  Donald Mitchell,  through
Exodus Assets Corp.,  received  545,027 shares of common stock of the Registrant
in  consideration  of the  conversion of $216,471 in debt owed Mr.  Mitchell for
cash advances.                                                                  

         b.       Frank Horwich, a Director and Secretary received 10,000 shares
                  of common stock of Registrant in 1998 for agreeing to serve as
                  Director and  Secretary.  His company  Webulate,  LLC received
                  100,000  shares of common stock of  Registrant in 1999 for its
                  services in building  the  software  for the  database for the
travel reservations system of Registrant.   

         c.       Q Sound  Labs  received  225,000  shares  of  common  stock of
                  Registrant  in 1999 for its services in building the Website -
DiveDepot.com.                              

         d.       Virtacon  Corp.  received  100,000  shares of common  stock of
                  Registrant in 1999 for its services in designing  parts of the
website DiveDepot.com.                      

ITEM 8. DESCRIPTION OF SECURITIES.                                              

COMMON STOCK                                                                    

         The  Company's  Articles of  Incorporation  authorize  the  issuance of
50,000,000  shares of Common Stock $.001 par value. Each record holder of Common
Stock  is  entitled  to one vote for each  share  held on all  matters  properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the Articles of  Incorporation.  As of December
1, 1999, there were 1,835,498 shares issued and outstanding.                    

         Holders of  outstanding  shares of Common  Stock are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no  preemptive,  conversion  or  redemptive  rights.  All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued,  the
relative interests of then existing stockholders may be diluted.                

TRANSFER AGENT                                                                  

         The Company has engaged  Mountain Share  Transfer,  Inc.,  1625 Abilene
Drive, Broomfield, Colorado 80020 as its transfer agent.                        

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REPORTS TO STOCKHOLDERS                                                         

         The Company plans to furnish its stockholders with an annual report for
each fiscal year  containing  financial  statements  audited by its  independent
certified  public  accountants.  In the event the Company enters into a business
combination with another company,  it is the present  intention of management to
continue  furnishing  annual  reports to  stockholders.  The Company  intends to
comply with the periodic reporting  requirements of the Securities  Exchange Act
of  1934  for so  long  as it is  subject  to  those  requirements,  and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.                             

 PART II

ITEM 1.           MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON         
EQUITY AND OTHER SHAREHOLDER MATTERS        

         No public trading market exists for the Company's securities and all of
its  outstanding  securities are  restricted  securities as defined in Rule 144.
There were 1,835,498 holders of record of the Company's common stock on December
1,  1999.  No  dividends  have  been  paid to date  and the  Company's  Board of
Directors does not anticipate paying dividends in the foreseeable future.       

ITEM 2.           LEGAL PROCEEDINGS                                             

         The Company is a party to only one legal action.  That action is in the
Circuit Court for Miami - Dode County, Florida,  Plaintiff,  the firm of Marc M.
Harris, on behalf of others has alleged breach of contract,  fraud,  conversion,
and  constructive  trust.  The total  amount of the claim by the firm of Marc M.
Harris is recorded as long-term debt on the company books and audited statement.
This debt was  acquired  in the  acquisition  of all  liabilities  and assets of
Baskin In The Sun  International,  S.A. The Company is vigorously  defending the
action and  believes  the action is without  foundation  because  the  Plaintiff
offset  accounts  containing  funds of  Defendant  in  similar  amounts to those
claimed. In the event Plaintiff were fully successful, Defendant could sustain a
judgment exceeding $217,000,  plus interest,  which could have a material impact
on the Company.  The Company will be filing a counter  claim that in  settlement
can only reduce the  liabilities of the company as they currently  stand and not
further worsen or negatively impact the corporation.                            

         No  director,  officer or  affiliate  of the  Company,  and no owner of
record or beneficial  owner of more than 5.0% of the  securities of the Company,
or any  associate of any such  director,  officer or security  holder is a party
adverse  to the  Company or has a material  interest  adverse to the  Company in
reference to any litigation.                                                    

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.                          

Not applicable.                                               

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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.                                                             

         Since December 1997 (the date of the Company's formation),  the Company                             
has  sold  its  Common  Stock  to the  persons  listed  in the  table  below  in                             
transactions summarized as follows:                                                                          
                                                                                                             

Name and Address                    Purchase Date           # of Shares                Consideration         
                                                              Issued                                         

-------------------------------------------------------------------------------------------------------------
Exodus Asset Corp.                  11/01/97                   545,027                  Services/Founder     
6829 Kenfig Dr                                                                                               
Falls Church, VA 22042                                                                                       

Carl Dilley                         11/01/97                    80,871                  Services/Founder     
8890 Coral Way, Suite 220                                                                                    
Miami, FL 33176                                                                                              

Lisa Mitchell                       11/01/97                     5,871                  Services/Founder     
324 Palmetto St.                                                                                             
Oviedo, FL 32765                                                                                             

Claire Abrehart                     06/04/98                     2,964                  Employee Bonus       
P.O. Box 3012                                                                                                
RoadTown,                                                                                                    
British Virgin Islands                                                                                       

Kevin Dobb                          02/15/99                     3,976                  Employee Bonus       
2191 Parkway Blvd.                                                                                           
Coquitlam, BC Canada                                                                                         

Mike Littman                        02/15/99                     9,880                  Services             
10200 W. 44th Ave.                                                                                           
Suite 400                                                                                                    
Wheat Ridge, CO 80033                                                                                        

Chris Winter                        02/15/99                     9,880                  Services             
7101 Lexington Farm Dr.                                                                                      
Alpharetta, GA 30004                                                                                         

John Hluska                         02/15/99                     1,988                  Employee Bonus       
Prospect Reef Resort                                                                                         
RoadTown,                                                                                                    
British Virgin Islands                                                                                       

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Baskin In The Sun                   11/01/97                   200,419                  Founder/Services     
International, S.A.                                                                                          
8890 Coral Way, Suite 220                                                                                    
Miami, FL 33165                                                                                              

Frank Horwich                       06/09/99                    10,000                  Director/Stock Bonus 
300 S. Jackson St., Suite 100                                                                                
Denver, CO 80209                                                                                             

Sue Thompson                        02/15/99                     1,000                  Employee Stock Bonus 
Prospect Reef Resort                                                                                         
RoadTown,                                                                                                    
British Virgin Islands                                                                                       

Jane Barnes                         02/15/99                     1,000                  Employee Bonus       
10241 SW 128TH St.                                                                                           
Miami, FL 33176                                                                                              

Barry Potter                        07/01/98                       329                  Services             
3087 N.E. 183 Lane                                                                                           
Aventure, FL 33160                                                                                           

Hylton Wright                       07/01/98                     3,293                  $  4,700             
900 Greenhill Rd.                                                                                            
Mt. Airy, NC 27030                                                                                           

Abraham Garfinkel                   04/06/99                     5,000                  $ 10,000             
879 E. 27TH Street                                                                                           
Brooklyn, NY 11210                                                                                           

Isaac Tietelbaum                    04/06/99                     5,000                  $ 10,000             
C/O Moses Gluck                                                                                              
14 Quickway Rd. Unit 101                                                                                     
Monroe, NY 10950                                                                                             

Irwin B. Finch                      03/29/99                    50,000                  $100,000             
134 Wood Dale Dr.                                                                                            
Ballston Lake, NY 10219                                                                                      

Paul Sachter                        03/24/99                    10,000                  $ 29,000             
1785 Whispering Oaks                                                                                         
Ogden, UT                                                                                                    

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Dr. Martin Preskin                  04/0699                     50,000                  $100,000             
8324 N.W. 40TH Ct.                                                                                           
Coral Springs, FL 33065                                                                                      

Sheldon L. Miller                   03/17/99                    50,000                  $100,000             
3000 Town Center,                                                                                            
Suite 1700                                                                                                   
Southfield, MI 48074-1188                                                                                    

Earth Care Corp.                    04/06/99                    10,000                  $ 20,000             
12535 W. Lisbin Rd.                                                                                          
Brookfield, WI 53005                                                                                         

Rex Schuette                        03/30/99                    10,000                  $ 20,000             
25 Cider Hill Lane                                                                                           
Sherborn, MA 01770                                                                                           

Dr. Ira Kalfus                      04/06/99                    10,000                  $ 20,000             
135 W. 70TH St.                                                                                              
New York, NY 10023-4458                                                                                      

Wayne Home                          04/06/99                    12,500                  $ 25,000             
Pine Haven Cir.                                                                                              
Boca Raton, FL                                                                                               

Ruth Schuler                        04/06/99                     2,500                  $  5,000             
4188 NW 83 Lane                                                                                              
Coral Springs, FL 33065-1316                                                                                 

Dr. Luis Cruz                       4/06/99                     15,000                  $ 30,000             
2260 SW 8TH St.                                                                                              
Miami, FL 33135                                                                                              

Nico R. Pronk                       4/06/99                     12,500                  $ 25,000             
1140 SW 21 Ave.                                                                                              
Boca Raton, FL 33486                                                                                         

Kyle Kennedy                        04/01/99                    48,500                  Services             
710 Oakfield Dr.                                                                                             
Suite 206                                                                                                    
Brandon, FL 33511                                                                                            

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Kyle Kennedy                        04/01/99                    25,000                  Services             
710 Oakfield Dr.                                                                                             
Suite 206                                                                                                    
Brandon, FL 33511                                                                                            

Magnus Opus Capital, Inc.           08/04/99                    23,000                  Services             
4910 Blue Lake Drive,                                                                                        
Suite 200                                                                                                    

Webulate                            08/31/99                   100,000                  Services             
300 S. Jackson St.                                                                                           
Suite 300                                                                                                    
Denver, CO                                                                                                   

Virtacon, Corp., Inc.               08/31/99                   100,000                  Services             
4910 Blue Lake Drive                                                                                         
Suite 200                                                                                                    
Boca Raton, FL 33431                                                                                         

Q Sound Labs, Inc.                  08/31/99                   225,000                  Services             
400-3115 12TH St., NE                                                                                        
Calgary, Alberta, Canada                                                                                     


         Each of the sales  listed above was made for cash or service as listed.
All  of the  listed  sales  were  made  in  reliance  upon  the  exemption  from
registration offered by Section 4 (2) of the Securities Act of 1933, as amended.
Based upon  Subscription  Agreements  completed by each of the subscribers,  the
Company had reasonable  grounds to believe  immediately prior to making an offer
to the private investors,  and did in fact believe, when such subscriptions were
accepted, that such purchasers (1) were purchasing for investment and not with a
view to distribution, and (2) had such knowledge and experience in financial and
business  matters that they were capable of  evaluating  the merits and risks of
their investment and were able to bear those risks. The purchasers had access to
pertinent  information enabling them to ask informed questions.  The shares were
issued without the benefit of registration. An appropriate restrictive legend is
imprinted  upon  each  of  the  certificates   representing  such  shares,   and
stop-transfer  instructions have been entered in the Company's transfer records.
All such sales  were  effected  without  the aid of  underwriters,  and no sales
commissions were paid.                                                          

         All of the investors were sophisticated and were known by principals in
the company to have  business  investment  experience.  The  company  provided a
personal  interview  with a  principal  in the  company  for each  investor  who
explained the business plan, and provided a copies of any documents requested by
an investor.  Each  subscriber  executed a  subscription  agreement in which the
subscriber  acknowledged  a) an  understanding  of the investment  risks,  b) an
understanding  of the  nature  of the  securities  as  being  unregistered,  and
restricted  from  transfer  c) an  ability  to hear  economic  risk of loss  and
illiquidity, and d) an investment intent and not a purchase for redistribution. 

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ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

         The Florida Revised Statutes provide that the Company may indemnify its
officers and  directors for costs and expenses  incurred in connection  with the
defense of actions, suits, or proceedings where the officer or director acted in
good faith and in a manner he reasonably  believed to be in the  Company's  best
interest  and is a party by reason  of his  status as an  officer  or  director,
absent a finding of negligence or misconduct in the performance of duty.        

EXCLUSION OF LIABILITY                                                          

         The  Florida  Corporation  Act  excludes  personal  liability  for  its
directors  for monetary  damages  based upon any  violation  of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or  knowing  violation  of law,  acts in  violation  of the  Florida
Corporation Act, or any transaction  from which a director  receives an improper
personal  benefit.  This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's liability
under federal or applicable state securities laws.                              

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PART F/S

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  response to this Item is  included  as a separate  Exhibit to this
report. Please see pages F-1 through F-19.                                      

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Financial Statements and Schedules.  The following financial statements
and  schedules  for the  Registrant  as of September 30, 1999 and for the fiscal
year of 1998 are filed as part of this report.                                  

     (1) Financial statements of DiveDepot.com, Inc. (formerly Baskin In The Sun
International, Inc.) and subsidiaries.                                          

                                                        [Enlarge/Download Table]

                                                                                         

                                                                              PAGE       

Cover Page                                                                               

Index to Financial Statements                                                 F-1        

Independent Auditor's Report for years ended                                             

December 31, 1998 and December 31, 1997                                       F-2        

Consolidated Balance Sheet at end of December 31, 1998                        F-3        

Consolidated Statement of Operations at end of December 31, 1998              F-4        

Consolidated Statement of Stockholders' Equity at end of December 31, 1998    F-5        

Consolidated Statement of Cash Flows at end of December 31, 1998              F-6        

Notes to the Consolidated Financial Statements                                F-7 - F-12 

Interim Financial Statements for period ended September 30, 1999 (unaudited)  F-13       

Balance Sheet                                                                 F-14       
Income Statement & Retained Deficit 9 months                                  F-15       
Statement of Cash Flows                                                       F-16       
Income Statement & Retained Deficit 3 months                                  F-17       
Notes to Financial Statements                                                 F-18 - F-19

                                       35                                                

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 SIGNATURES:

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

DATED:            April 26, 2000                                                

   DIVEDEPOT.COM, INC.

      BY:     /S/CARL DILLEY
                      Carl Dilley, President

        BY:     /S/FRANK HORWICH
                        Frank Horwich, Secretary

        BY:     /S/LISA MITCHELL
                             Lisa Mitchell, Vice President

DIRECTORS:      

      BY:     /S/CARL DILLEY
                     Carl Dilley, Director

        BY:     /S/FRANK HORWICH
                       Frank Horwich, Director

        BY:     /S/LISA MITCHELL
                       Lisa Mitchell, Director

       BY:     /S/DON MITCHELL
                      Don Mitchell, Director

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                          INDEX TO FINANCIAL STATEMENTS                                 

                                                                              PAGE      

Cover Page                                                                              

Index to Financial Statements                                                 F-1       

Independent Auditor's Report for years ended                                            

December 31, 1998 and December 31, 1997                                       F-2       

Consolidated Balance Sheet at end of December 31, 1998                        F-3       

Consolidated Statements of Loss and Retained Deficit                                    
at end of December 31, 1998                                                   F-4       

Consolidated Statement of Stockholders' Equity at end of December 31, 1998    F-5       

Consolidated Statement of Cash Flows at end of December 31, 1998              F-6       

Notes to the Consolidated Financial Statements                                F-7 - F-12

Interim Financial Statements for period ended September 30, 1999 (unaudited)  F-13      

Consolidated Balance Sheet                                                    F-14      
Income Statement & Retained Deficit 9 months                                  F-15      
Consolidated Statement of Cash Flows                                          F-16      
Income Statement & Retained Deficit 3 months                                  F-17      
Notes to Financial Statements                                                 F-18-F-19 

                                                        F-1                             

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DELOITTE & TOUCHE        Omar Hodge Building            Telephone: (284)494-2868
                         Wickhams Cay 1                Facsimile: (284) 494-7889
                         P.O. BOX 3083                E-MAIL: DTTI@CARIBSURF.COM
Road Town, Tortola            
British Virgin Islands        

INDEPENDENT AUDITORS' REPORT

To the Shareholders of                                                          
Baskin In The Sun International, Inc.                                           

      We have  audited  the  accompanying  balance  sheet of  Baskin  In The Sun
International, Inc. and its subsidiary (the "Group") as of December 31, 1998 and
1997 and the related  consolidated  statements of loss and retained deficit,  of
cash flows and changes in  shareholders'  equity for the year ended December 31,
1998 and for the  period  from  December  1,  1997  (date of  incorporation)  to
December 31, 1997 (all  expressed in United  States  dollars).  These  financial
statements are the responsibility of the Group's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.     

      We conducted our audits in accordance  with auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  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.  We believe that our
audits provide a reasonable basis for our opinion.                              

      In our opinion,  the financial  statements present fairly, in all material
respects,  the financial position of the Group as of December 31, 1998 and 1997,
and the  results  of its  operations,  cash flows and  changes in  shareholders'
equity for the year ended December 31, 1998 and the period from December 1, 1997
to December  31,  1997,  in  accordance  with  accounting  principles  generally
accepted in the United States of America.                                       

/s/Deloitte Touch & Co.                                                         

May 20, 1999                                                                    
British Virgin Islands                                                          

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                                     BASKIN IN THE SUN INTERNATIONAL, INC.                                       
                                          CONSOLIDATED BALANCE SHEET                                             
                                          December 31, 1998 and 1997                                             
                                     (Expressed in United States dollars)                                        

                                                                                     1998          1997 (Note 12)
                                                                -------------------------  ----------------------
CURRENT ASSETS                                                                                                   

   Cash                                                                            27,482                  45,536
   Accounts Receivable (Note 3)                                                    83,883                  86,801
   Inventory (Note 4)                                                              51,169                  77,806
                                                                -------------------------  ----------------------
                                                                                  162,534                 210,143
Fixed Assets (Note 5)                                                             263,449                 337,077
Goodwill (Note 6)                                                                 699,415                 736,226
Deferred Costs (Note 7)                                                            35,701                       -
                                                                -------------------------  ----------------------
                                                                               $1,161,099              $1,283,446
                                                                =========================  ======================
LIABILITIES                                                                                                      

Current Liabilities                                                                                              

   Bank overdraft                                                                  69,349                       -
   Accounts payable (Note 8)                                                      269,741                 177,708
   Customer deposits                                                                  500                  30,354
   Income taxes                                                                         -                   6,687
   Bank loan (Note 9)                                                               7,075                   6,291
   Related party loans (Note 10)                                                   55,000                  55,000
                                                                -------------------------  ----------------------
                                                                                  401,665                 276,040
Long Term Liabilities                                                                                            

   Bank loan (Note 9)                                                               3,743                  10,818
   Related party loans (Note 10)                                                  657,067                 685,436
                                                                -------------------------  ----------------------
                                                                                  660,810                 696,254
Shareholders' Equity                                                                                             

Share Capital (Note 11)                                                             4,200                   1,562
Contributed Surplus                                                               358,037                 335,564
Retained Deficit                                                                (263,613)                (25,974)
                                                                -------------------------  ----------------------
                                                                                   98,624                 311,152
                                                                =========================  ======================
                                                                               $1,161,099              $1,283,446
                                                                =========================  ======================

Approved by the Board of Directors:                                                                              
/s/Carl Dilley, Director                                                                                         

                                                      F-3                                                        

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                                       BASKIN IN THE SUN INTERNATIONAL, INC.                                         
                               CONSOLIDATED STATEMENTS OF LOSS AND RETAINED DEFICIT                                  
                                            December 31, 1998 and 1997                                               
                                       (Expressed in United States dollars)                                          

                                                                             Year ended                  Period Ended
                                                                      December 31, 1998             December 31, 1997
                                                                                                            (Note 12)
                                                            ---------------------------  ----------------------------
Sales                                                                         1,326,414                        78,474
Cost of Sales                                                                   569,930                        19,859
                                                            ---------------------------  ----------------------------
Gross Profit                                                                    756,484                        58,615
Operating Expenses                                                              957,312                        84,589
Amortization of Goodwill                                                         36,811                             -
                                                            ---------------------------  ----------------------------
Operating Loss before Income Taxes                                            (237,639)                      (25,974)
Income Taxes                                                                          -                             -
                                                            ---------------------------  ----------------------------
Net Loss                                                                      (237,639)                      (25,974)
Retained Deficit, Beginning of                                                 (25,974)                             -
Year/Period                                                                                                          
                                                            ---------------------------  ----------------------------
Retained Deficit, End of Year/Period                                         $(263,613)                     $(25,974)
                                                            ===========================  ============================

                                                        F-4                                                          

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                           BASKIN IN THE SUN INTERNATIONAL, INC.                                                
                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                                            
                                December 31, 1998 and 1997                                                      
                           (Expressed in United States dollars)                                                 

                         Shares              Share Capital       Contributed      Retained       Total          
                         Outstanding                             Surplus          deficit        Shareholders'  
                                                                                                 Equity         
                         ---------------     ---------------     ---------------  -------------  ---------------
SHAREHOLDERS' EQUITY                                                                                            
AT DECEMBER 1, 1997                                                                                             

Additions                1,561,571           1,562               335,564          -              337,126        
Net loss                 -                   -                   -                (25,974)       (25,974)       
                         ---------------     ---------------     ---------------  -------------  ---------------
SHAREHOLDERS' EQUITY     1,561,571           1,562               335,564          (25,974)       311,152        
AT DECEMBER 1, 1998                                                                                             

Additions                2,638,000           2,638               22,473           -              25,111         
Net loss                 -                   -                   -                (237,639)      (237,639)      
                         ---------------     ---------------     ---------------  -------------  ---------------
SHAREHOLDERS' EQUITY     4,199,571           $4,200              $358,037         $(263,613)     $98,624        
AT DECEMBER 31, 1998                                                                                            
                         ===============     ===============     ===============  =============  ===============

                                            F-5                                                                 

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                                       BASKIN IN THE SUN INTERNATIONAL, INC.                                        
                                       CONSOLIDATED STATEMENT OF CASH FLOWS                                         
                                            December 31, 1998 and 1997                                              
                                       (Expressed in United States dollars)                                         

                                                                              Year ended       Period ended December
                                                                       December 31, 1998          31, 1997 (Note 12)
                                                                  ----------------------  --------------------------
CASH FLOW PROVIDED BY/(USED IN):                                                                                    
OPERATING ACTIVITIES                                                                                                

Net loss                                                                       (237,639)                    (25,974)
Adjustments for items not involving the movement of cash:                                                           

   Depreciation                                                                   86,925                       3,236
   Amortization of goodwill                                                       36,811                           -
   Loss on sale of fixed assets                                                    4,291                           -
Changes in non-cash working capital                                                                                 

   Accounts receivable                                                             2,918                    (86,801)
   Inventory                                                                      26,637                    (77,806)
   Accounts payable                                                               92,033                     177,708
   Customer deposits                                                            (29,854)                           -
   Income taxes                                                                  (6,687)                       6,687
                                                                  ----------------------  --------------------------
                                                                                (24,565)                     (2,950)
                                                                  ----------------------  --------------------------
FINANCING ACTIVITIES                                                                                                

   Proceeds from sale of shares                                                    2,638                     337,126
   Contributed surplus                                                            22,473                           -
   Deferred costs                                                               (35,701)                      30,354
   Proceeds from bank loans                                                            -                      17,109
   Repayment of bank loans                                                       (6,291)                           -
   Related party loans                                                          (28,369)                     740,436
                                                                  ----------------------  --------------------------
                                                                                (45,250)                   1,125,025
                                                                  ----------------------  --------------------------
INVESTING ACTIVITIES                                                                                                

   Purchase of subsidiary (net of cash acquired)                                       -                 (1,041,013)
   Purchase of fixed assets                                                     (17,588)                    (35,526)
                                                                  ----------------------  --------------------------
                                                                                (17,588)                 (1,076,539)
                                                                  ----------------------  --------------------------
(DECREASE)/INCREASE IN CASH                                                     (87,403)                      45,536
CASH, BEGINNING OF YEAR/PERIOD                                                    45,536                           -
                                                                  ----------------------  --------------------------
CASH, END OF YEAR/PERIOD                                                       $(41,867)                     $45,536
                                                                  ======================  ==========================
Represented by:                                                                                                     

Cash                                                                              27,482                      45,536
Bank overdraft                                                                  (69,349)                           -
                                                                  ----------------------  --------------------------
                                                                               $(41,867)                     $45,536
                                                                  ======================  ==========================

                                                        F-6                                                         


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 BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997
(Expressed in United States dollars)

1.    INCORPORATION AND ACTIVITY                                                

        Baskin In The Sun International, Inc. (the "Company") was incorporated
on  December 1, 1997 in the State of Florida  (USA)  under the Florida  Business
Corporation  Act.  The  principal  activity  of the Company is that of a holding
company.                                                                        

         On December 1, 1997 the Company  acquired Baskin In The Sun Limited,  a
company incorporated in the British Virgin Islands.  The subsidiary's  principal
activities  are the sale of dive  equipment  and the  provision  of  ocean  dive
courses.                                                                        

2.       SIGNIFICANT ACCOUNTING POLICIES                                        

BASIS OF PREPARATION                                          

     The financial statements are prepared in accordance with accounting
       principles generally accepted in the United States of America and the
significant accounting policies are as follows:               

BASIS OF CONSOLIDATION                                        

         The consolidated  financial  statements  incorporate the results of the
Company and its subsidiary.                                   

INVENTORY                                                     

        Inventory is valued at the lower of cost and net realizable value on a
       first in, first out basis.  Cost includes any expenditure incurred in
         bringing the inventory to its present  condition.  Net realizable value
  is the expected selling price less any associated selling costs.

FIXED ASSETS                                                  

         Fixed assets are recorded at cost.  Depreciation, which is based on the
      cost of the asset, is computed using the straight-line method at the
following annual rates:                                       

                           Compressor equipment                          15%
                           Computer equipment                            33%
                           Furniture & Fixtures                          15%
                           Machinery and other equipment                 15%
                           Motor vehicles                                25%
                           Motor vessels                                 15%
                           Rental equipment                              10%

GOODWILL                                                    

         The goodwill  originated on purchase of the subsidiary and is amortized
over 20 years commencing of January 1, 1998.                  

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 BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
 December 31, 1998

2.       SIGNIFICANT ACCOUNTING POLICIES (CON'T)                                

INCOME TAXES                                                  

         The subsidiary is liable to income taxes at 15% of its operating income
and accounts for this using the liability method.             

3.       ACCOUNTS RECEIVABLE                                                    

                                       1998           1997
                                                           (Note 12)
                                            -------------       --------------
      Trade                                   71,162              70,737
      Utility                                  6,352               3,533
      Prepaid expenses                         6,369              12,531
                                            -------------       --------------
                                         $    83,883         $    86,801
                                            =============       ==============

4.       INVENTORY                                                              

                                       1998           1997
                                                           (Note 12)
                                            -------------       --------------
      Merchandise                             34,397              34,232
      Spares                                  13,514               9,307
      Teaching materials                       1,987               3,071
      Fuel                                     1,271               1,196
                                            -------------       --------------
                                         $    51,169         $    77,806
                                            =============       ==============

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                                                BASKIN IN THE SUN INTERNATIONAL, INC.                                              
                                             Notes to Consolidated Financial Statements                                            
                                                      December 31, 1998 and 1997                                                   
                                                  (Expressed in United States dollars)                                             

                                                                                                                                   

                          Compressor    Computer       Furniture     Machinery      Motor       Motor       Rental        Total    
                           Equipment     Equipment     &              &             Vehicles    Vessels     Equipment              
                                                        Fixtures      Equipment                                                    

                          ------------  ------------   -----------   ------------   ----------  ----------  ------------  ---------
COST                                                                                                                               

January 1, 1998           46,373        13,214         19,597        63,528         35,300      327,438     81,623        587,073  

Additions                  8,095         2,907          2,155         1,370          -            1,226      1,835         17,588  

Disposals                 -             -              -             -              -           -           (8,254)        (8,254) 
                          ------------  ------------   -----------   ------------   ----------  ----------  ------------  ---------
December 31, 1998         54,468        16,121         21,752        64,898         35,300      328,664     75,204        596,407  
                          ============  ============   ===========   ============   ==========  ==========  ============  =========

ACCUMULATED DEPRECIATION                                                                                                           

January 1, 1998           37,379        11,113         14,429        23,876         28,429      92,141      42,629        249,996  

Charge for the year        7,186         2,046          2,900         7,561          6,651      49,300      11,281         86,925  

Disposals                  -             -              -             -              -           -          (3,963)        (3,963) 
                          ------------  ------------   -----------   ------------   ----------  ----------  ------------  ---------
December 31, 1998         44,565        13,159         17,329        31,437         35,080      141,441     49,947        332,958  
                          ============  ============   ===========   ============   ==========  ==========  ============  =========

NET BOOK VALUE                                                                                                                     

December 31, 1998         $9,903        $2,962         $4,423        $33,461        $  220      $187,223    $25,257       $263,449 
                          ============  ============   ===========   ============   ==========  ==========  ============  =========

December 31, 1997         $8,994        $2,101         $5,168        $39,652        $6,871      $235,297    $38,994       $337,077 
                          ============  ============   ===========   ============   ==========  ==========  ============  =========

                                                                F-9                                                                

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 BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)

6.   GOODWILL                                                                   

                                       1998           1997
                                                           (Note 12)
                                           --------------      -------------
  Goodwill                                     736,226             736,226
 Amortization of goodwill                     (36,811)                 -
                                           --------------      -------------
                                          $    699,415        $    736,226
                                           ==============      =============

7.   DEFERRED COSTS                                                             

   These costs were incurred in the preparation of an offering circular.  On
    its completion an offering of 500,000 shares of common stock will be made.

8.   ACCOUNTS PAYABLE                                                           

                                       1998           1997
                                                           (Note 12)
                                            ---------------     --------------
  Trade                                        218,752             172,283
  Accrued expenses                               3,167               5,425
 Interest payable                              47,822                  -
                                            ---------------     --------------
                                          $    269,741        $    177,708
                                            ===============     ==============

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BASKIN IN THE SUN INTERNATIONAL, INC. 
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)

9.   BANK LOAN                                                                  

     The bank loan bears interest at 2.5% above Barclays Bank Prime Rate, and is
     repayable over a maximum of three years. The loan is secured by a debenture
registered over the subsidiary company's assets.                      

                                       1998           1997
                                                           (Note 12)
                                            --------------      --------------
Bank loan is secured by a charge                                      
over the assets of the subsidiary                                     
company and a director's personal                                     
guarantee up to $90,000.  It bears                                    
interest at 2.5% above Barclays prime                                 
rate and is repayable by June 2000,                                   
in monthly installments of $655                                       
 including interest.                          10,818              17,109

  Less: current portion                        (7,075)             (6,291)
                                            ---------------     --------------
                                         $     3,743         $    10,818
                                            ===============     ==============

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BASKIN IN THE SUN INTERNATIONAL, INC. 
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)

10.  RELATED PARTY LOANS                                                        

                                       1998           1997
                                                           (Note 12)
                                            -------------       --------------
Related party promissory note bears                                   
interest at 10% per annum and is                                      
  repayable on October 31, 2000.               369,392             365,248

Related party loan which bears interest                               
at 3% over New York prime rate.  It is                                
repayable in monthly installments of                                  
  $4,583 plus interest                         288,750             347,188

Related party loan which is unsecured                                 
bears no interest and has no fixed                                    
terms of repayment.  It is not                                        
expected to be repaid within the                                      
 next year.                                    25,925                  -

Unsecured loan which bears interest                                   
at 8% per annum.  It is repayable                                     
  in quarterly installments of $560.            28,000              28,000
                                            --------------      --------------
                                               712,067             740,436

   Less: current portion                        (55,000)            (55,000)
                                            --------------      --------------
                                          $    657,067        $    685,436
                                            ==============      ==============

11.  SHARE CAPITAL                                                              

                                            1998                1997
                                                                     (Note 12)
                                            --------------      --------------
Authorized                                                            
50,000,000 Ordinary shares of $0.001                                  
  par value each                          $     50,000        $     50,000
                                            ==============      ==============

Issued and fully paid                                                 
4,199,571 (1997-1,561,571                                             
  Ordinary shares                         $      4,200        $      1,562
                                            ==============      ==============

12.  COMPARATIVES                                                               

   Comparative figures are shown as at December 31, 1997 and for the fifteen
months ended December 31, 1997.  Certain comparative figures have been
reclassified to conform with the current year's presentation.         

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 DIVEDEPOT.COM, INC.
CONSOLIDATED FINANCIAL STATEMENTS 
     FOR THE PERIOD ENDED SEPTEMBER 30, 1999
(Unaudited) 

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                               DIVEDEPOT.COM, INC                                                      
                           CONSOLIDATED BALANCE SHEET                                                  
                               SEPTEMBER 30, 1999                                                      
                      (EXPRESSED IN UNITED STATES DOLLARS)                                             
                                  (Unaudited)                                                          
                                                                                                       
                                                                    1999                  1998         
                                                                                         (Note 12)     
                                                            --------------------   ------------------- 
 ASSETS                                                                                                

CURRENT ASSETS                                                                                         

         Cash                                                             30,239                36,509 
         Accounts receivable                                              88,199                85,342 
         Inventory                                                        79,034                64,488 
                                                            --------------------   ------------------- 
                                                                         197,472               186,339 

FIXED ASSETS                                                           1,177,584               300,263 
GOODWILL                                                                 671,806               717,821 
DEFERRED COSTS                                                           102,201                17,850 
                                                            --------------------   ------------------- 
                                                                      $2,149,063            $1,222,272 
                                                            ====================   =================== 
LIABILITIES                                                                                            

CURRENT LIABILITIES                                                                                    

          Bank overdraft                                                  90,167                34,674 
         Accounts payable                                                405,258               164,315 
         Customer deposits                                                23,181                15,427 
         Income taxes                                                          0                     0 
         Bank loan                                                         5,580                11,345 
                                                            --------------------   ------------------- 
                                                                         524,186               225,761 
                                                            --------------------   ------------------- 
 LONG TERM LIABILITIES                                                                                 

         Related party loans (Note 3)                                    661,234               733,532 
                                                            --------------------   ------------------- 
                                                                         661,234               733,532 
                                                            --------------------   ------------------- 

SHAREHOLDERS' EQUITY                                                                                   

 SHARE CAPITAL                                    (Note 4)             1,139,200                 1,562 
CONTRIBUTED SURPLUS                                                      358,037               346,801 
EARNINGS                                                                (256,226)              (59,410)
 RETAINED DEFICIT                                                       (277,368)              (25,974)
                                                            --------------------   ------------------- 

TOTAL SHAREHOLDERS EQUITY                                                963,643               262,979 
                                                            --------------------   ------------------- 
                                                                      $2,149,063            $1,222,272 
                                                            ====================   =================== 

APPROVED BY THE BOARD OF DIRECTORS:                                                                    

CARL DILLEY                                                                                            

---------------------------------------------------                                                    
Director                                                                                               

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                               DIVEDEPOT.COM, INC                                                               
                     INCOME STATEMENT AND RETAINED DEFICIT                                                      
                     DECEMBER 31, 1998 TO SEPTEMBER 30, 1999                                                    
                      (EXPRESSED IN UNITED STATES DOLLARS)                                                      
                                  (Unaudited)                                                                   

                                                                                                                
                                                                    9 Months ended               9 Months ended 
                                                                           Sept 30                      Sept 30 
                                                                              1999                         1998 
                                                                                                       (Note 12)
                                                              ---------------------  ---------------------------

SALES                                                                      922,459                      994,811 
COST OF SALES                                                              236,647                      427,448 

                                                              ---------------------  ---------------------------
GROSS PROFIT                                                               685,812                      567,363 
                                                              ---------------------  ---------------------------

OPERATING EXPENSES                                                         703,682                      652,791 

                                                              ---------------------  ---------------------------
OPERATING INCOME                                                           (17,870)                     (85,428)
                                                              ---------------------  ---------------------------

DIVEDEPOT DEVELOPMENT COSTS                                                 61,551                            0 
STOCK SALES COMMISSIONS                                                     23,000                              
AMORTIZATION OF GOODWILL                                                    27,609                       27,609 
DEPRECIATION                                                               126,196                       65,193 

                                                              ---------------------  ---------------------------
NET LOSS                                                                 ($256,226)                   ($178,230)
                                                              ---------------------  ---------------------------

RETAINED DEFICIT, BEGINNING OF YEAR                                       (263,613)                     (25,974)
                                                              ---------------------  ---------------------------
RETAINED DEFICIT, END OF PERIOD                                          ($519,839)                   ($204,204)
                                                              =====================  ===========================


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                               DIVEDEPOT.COM, INC                                                                                
                      CONSOLIDATED STATEMENT OF CASH FLOWS                                                                       
                     DECEMBER 31, 1998 TO SEPTEMBER 30, 1999                                                                     
                      (EXPRESSED IN UNITED STATES DOLLARS)                                                                       
                                  (Unaudited)                                                                                    
                                                                                                                                 
                                                                                    9 Months ended               9 Months ended  
                                                                                            Sep 30                       Sep 30  
                                                                                              1999                         1998  
                                                                                          (Note 12)                    (Note 12) 
                                                                                    ------------------------     ----------------
CASH FLOW PROVIDED BY/(USED IN):                                                                                                 
           OPERATING ACTIVITIES                                                                                                  

           Net loss                                                                                   (256,226)         (178,230)
                ADJUSTMENTS FOR ITEMS NOT INVOLVING THE MOVEMENT OF CASH:                                                        
                                                           Depreciation                                 62,334            86,924 
                                                           Amortization of goodwill                     27,609            27,608 
                                                           Loss (gain) on sale of fixed assets                            (1,032)
                CHANGES IN NON-CASH WORKING CAPITAL                                                                              

                                                           Accounts receivable                          84,940                (0)
                                                           Inventory                                   (27,865)            13,318
                                                           Accounts payable                            135,517            105,427
                                                           Customer deposits                            22,681              6,476
                                                           Income taxes                                                         0
                                                                                    ---------------------------  ----------------
                                                                                                        48,990             60,492
                                                                                    ---------------------------  ----------------
FINANCING ACTIVITIES                                                                                                             

                Proceeds from sale of shares                                                         1,135,000             1,319 
                Contributed surplus                                                                                      (11,237)
                Deferred costs                                                                         (10,770)                0 
                Bank loans                                                                              (5,238)           (3,001)
                Related party loans                                                                    (27,061)          (13,132)
                                                                                    ---------------------------  ----------------
                                                                                                     1,091,931           (26,051)
                                                                                    ---------------------------  ----------------
INVESTING ACTIVITIES                                                                                                             

                Purchase of fixed assets                                                            (1,042,510)           (8,794)
                                                                                    ---------------------------  ----------------
                                                                                                    (1,042,510)           (8,794)
                                                                                    ---------------------------  ----------------
(DECREASE)/INCREASE IN CASH                                                                             98,411            25,647 
CASH, BEGINNING OF YEAR/PERIOD                                                                          21,995            45,536 
                                                                                    ---------------------------  ----------------
CASH, END OF YEAR/PERIOD                                                              $                120,406    $       71,183 
                                                                                    ===========================  ================

REPRESENTED BY:                                                                                                                  

Cash                                                                                                    30,239            36,509 
Bank overdraft                                                                                          90,167            34,674 
                                                                                    --------------------------   ----------------
                                                                                      $                120,406    $       71,183 
                                                                                    ==========================   ================


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                               DIVEDEPOT.COM, INC                                                             
                     INCOME STATEMENT AND RETAINED DEFICIT                                                    
                       JUNE 30, 1999 TO SEPTEMBER 30, 1999                                                    
                      (EXPRESSED IN UNITED STATES DOLLARS)                                                    
                                  (Unaudited)                                                                 

                                                                                                              
                                                                  3 Months ended               3 Months ended 
                                                                         Sept 30                      Sept 30 
                                                                            1999                         1998 
                                                                                                     (Note 12)
                                                            ---------------------  ---------------------------

SALES                                                                    233,964                      331,604 
COST OF SALES                                                             53,041                      142,483 

                                                            ---------------------  ---------------------------
GROSS PROFIT                                                             180,923                      189,121 
                                                            ---------------------  ---------------------------

OPERATING EXPENSES                                                       208,038                      217,597 

                                                            ---------------------  ---------------------------
OPERATING INCOME                                                         (27,115)                     (28,476)
                                                            ---------------------  ---------------------------

DIVEDEPOT DEVELOPMENT COSTS                                               27,575                            - 
STOCK SALES COMMISSIONS                                                        -                              
AMORTIZATION OF GOODWILL                                                   9,203                        9,203 
DEPRECIATION                                                              71,014                       21,731 

                                                            ---------------------  ---------------------------
NET LOSS                                                               ($134,907)                   ($ 59,410)
                                                            ---------------------  ---------------------------

RETAINED DEFICIT, BEGINNING OF YEAR                                     (263,613)                     (25,974)
                                                            ---------------------  ---------------------------
RETAINED DEFICIT, END OF PERIOD                                        ($398,520)                   ($204,204)
                                                            =====================  ===========================

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 DIVEDEPOT.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     December 31, 1998 to September 30, 1999
(Expressed in United States Dollars)
 (Unaudited)

1.       INCORPORATION AND ACTIVITY                                             

         Baskin In The Sun International,  Inc. (the "Company") was incorporated
         on  December  1, 1997 in the State of Florida  (USA)  under the Florida
         Business Corporation Act. A shareholders meeting was held June 10, 1999
         approving the name change of the corporation to DiveDepot.Com, Inc. The
         principal  activity  of the  Company  is  that  of a  holding  company,
         adventure   travel,   and  internet   transactional   development   and
advertising entity focused on the Sport Diving Industry.      

         The only  subsidiary  at the end of the  period  is  Baskin  In The Sun
         Limited,  a company  incorporated  in the British Virgin  Islands.  The
         subsidiary's  principal  activities  are the sale of dive equipment and
         the  provision  of ocean  dive  courses.  The  parent  wholly  owns the
subsidiary Baskin In The Sun Limited.                         

2.       SIGNIFICANT ACCOUNTING POLICIES                                        

BASIS OF PREPARATION                                          

         The financial  statements  are prepared in accordance  with  accounting
         principles  generally  accepted in the United States of America and the
significant accounting policies are as follows:               

BASIS OF CONSOLIDATION                                        

         The consolidated  financial  statements  incorporate the results of the
Company and its subsidiary.                                   

INVENTORY                                                     

         Inventory is valued at the lower of cost and net realizable  value on a
         first in, first out basis.  Cost includes any  expenditure  incurred in
         bringing the inventory to its present  condition.  Net realizable value
         is the expected  selling price less any associated  selling  costs.  In
         preparation  of  un-audited  interim   statements   complete  inventory
         accounts are not realized.  Inventory balances are based upon selective
sampling and examining the appropriate inventory ledgers.     

FIXED ASSETS                                                  

         Fixed assets are recorded at cost. Depreciation,  which is based on the
         cost of the asset,  is computed using the  straight-line  method at the
following annual rates:                                       

                            Computer Equipment                           33%
                            Machinery and other equipment                15%
                            Motor vehicles                               25%
                            Motor vessels                                15%
                            Rental equipment                             10%

        It  should be noted  that some  estimates  are used in  calculating  the
        interim  depreciation  on certain  categories  of fixed  assets  such as
furniture and fixtures.                                         

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 DIVEDEPOT.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     December 31, 1998 to September 30, 1999
(Expressed in United States Dollars)
 (Unaudited)

2.       SIGNIFICANT ACCOUNTING POLICIES (con't)                                

GOODWILL                                                      

         The goodwill originated on purchase of the subsidiary and  is amortized
over 20 years commencing on January 1, 1998.                  

INCOME TAXES                                                  

         The subsidiary is liable to income taxes at 15% and  accounts for  this
using the liability method.                                   

3.       RELATED PARTY LOANS                                                    

         These loans include a promissory  note to the value of $358,248,  which
         bears  interest at 10% per annum and is  repayable on October 31, 2000.
         They also include a loan of $288,750,  which bears  interest at 3% over
         prime.  The  remainder of the loans are interest free and have no fixed
terms of repayment.                                           

4.       SHARE CAPITAL                                                          

         The corporation realized a 1 for 3.0363 share consolidation in April of
         1999.  There have been to date 345,793 common shares issued pursuant to
the private offering.                                         

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 INDEX TO EXHIBITS

EXHIBIT #                                                                       
    3.1    Articles of Incorporation of Baskin in the Sun International, Inc.*

    3.2    Articles of Amendment to the Articles of Incorporation of Baskin in
the Sun International, Inc.*                            

3.3    Bylaws*                                                        

27.1   Financial Data Schedules                                       

* Previously filed with Form 10SB                                               

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10SB12G/A Filing		Date		First		Last			Other Filings
		12/1/97		38		54
		12/31/97		35		48
		1/1/98		43		55
		9/30/98		18		21
		12/1/98		41
		12/31/98		18		55
		1/1/99		17
		5/20/99		38
		6/10/99		3		54
		6/30/99		4		53
		9/30/99		16		55
		12/1/99		28		29
		12/31/99		18		22
Filed On / Filed As Of		4/26/00		36
		10/31/00		48		55			10SB12G/A
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