Divedepot Com – ‘10SB12G/A’ on 10/31/00

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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 #2                                       66    257K 
 2: EX-27       Financial Data Schedule                                1      6K 

10SB12G/A   —   Form 10-Sb/A #2
Document Table of Contents

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U. S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-SB/A
 Amendment No. 2

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.)

 2101 West SR 434, Suite 221, Longwood, FL 32779
 (Address of principal executive offices) (Zip Code)

 Registrants Telephone Number, including area code: 407-949-9300

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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 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                                                         21   

Item 4. Security Ownership of Certain Beneficial Owners and Management     21   

Item 5. Directors and Executive Officers of the Registrant                 23   

Item 6. Executive Compensation                                             25   

Item 7. Certain Relationships and Related Transactions                     26   

Item 8. Description of Securities                                          27   

 PART II

Item 1. Market for Registrant's Common Stock and Security Holder Matters   28   

Item 2. Legal Proceedings                                                  28   

Item 3. Changes in and  Disagreements  with  Accountants  on  Accounting   28   
and Financial Disclosure                                        

Item 4. Recent Sales of Unregistered Securities                            29   

Item 5. Indemnification of Directors and Officers                          33   

PART F/S

Signature Page                                                             35   

Index to Financial Statements                                              36   

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 the 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 in Haiti it was necessary to close and relocate Baskin
In The Sun to a new location where it might be an attractive destination.       

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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 ( an experienced
diving instructor), together with a small group of Investors, acquired Baskin In
The Sun, Ltd. from Alan Baskin and Eva Cope in 1993.                            

     A predecessor to Divedepot.com,  Inc. 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, 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. as a subsidiary.  The Company commenced
operations in the United States on December 1st,  1997, its purpose to 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, 2000 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 trip packages  including
airline and hotel accommodations  located in the Caribbean.  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  expand  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 Longwood, 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 customers.  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 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 rental 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
operations and 80% of the its 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,  Prospect Reef, and Peter Island.  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 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  location is a short  distance  from the new  government
building where cruise ship passengers  disembark.  This is very  significant for
the business  growth of Baskin In The Sun because the British Virgin Islands has
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.       

     The  exclusive  Peter  Island  Resort is the  location  of the  third  dive
operation.  Baskin In The Sun has chosen  this  charming  setting  from which to
operate and promote the diving experience.                                      

     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 good  maintenance  and
performance  records.  The Company is committed to fleet  modernization and will
seek 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.                                                                         

     Baskin In The Sun is a PADI 5-Star Instructor Development Center (IDC), and
authorized  to certify  all levels up to Dive  Instructor.  The  Company is also
affiliated with NAUI, SSI and other major scuba certification.                  

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 an  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 under
development.                                                                    

     The  "Master  Dive  Portal -  Divedepot.com,  Inc."  will be  automatically
updated to contain  virtually all existing web content  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 most active scuba diving  category-specific  portal on the
web. This searchable site is intended to also allow many other diver-related web
services that will further enhance the traffic:                                 

1.   FREE E-MAIL  ACCOUNTS TO ALL DIVERS by using this e-mail the diver would be
     automatically  entered in drawings,  get dive related  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 will be completely  automated and runs on the web mail
 server. It also allows a user to check/send e-mail with only a browser.

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.                                                        

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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
     virtually 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
     promote the loyalty of the dive shops who are major players in the training
of new divers and sponsoring dive travel.                             

THE COMPANY INTENDS 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,  the Company 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.                                    

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 2101 West SR 434,
Suite 221,  Longwood,  Florida,  32779. The Company's  telephone number is (407)
949-9300.  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.                                                                     

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 and directors in addition to Mr.  Weller's  current salary as President
and CEO and Ms.  Mitchell's  current  salary as Executive  Vice  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
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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 five 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  to a  certain  extent on the use 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 implemented a marketing program for selling its travel services,  known
as the "Partners in Paradise".  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.  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 destinations that
have much  cheaper  air fare from the  United  States and less  expensive  hotel
accommodations.                                                                 

     Many 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  Orlando 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 are 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.                                                                  

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 for a dive
related  internet  portal.  This  portal  would  be a search  engine  containing
virtually 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  made a private  placement  offering  which  raised
$435,000.                                                                       

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RESULTS OF  OPERATIONS  FOR THE QUARTER ENDED JUNE 30, 2000 COMPARED TO THE SAME
PERIOD IN 1999                                                                  

     The Company had  revenues  for the three month  period of $271,116 in 2000,
compared  to  $206,549  in 1999.  The cost of  sales in the  period  in 2000 was
$112,026 and in 1999 cost of sales was $55,082. The gross profit was $159,090 in
the period in 2000 compared to $151,467 in 1999.  The operating  expenses in the
period in 2000 increased to $406,564 from $182,341 in 1999.  The net loss in the
period in 2000 was ($256,677) compared to ($36,396) in the period in 1999.      

     COST OF REVENUE.  Cost of Sales totaled  $112,026 (or 41% of sales) for the
three  months  ended June 30, 2000  compared  to $55,082 in 1999.  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
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  increases  and  buying  power  is more  firmly
established. Management has reduced substantially the inventory carried over the
last three years and streamlined the purchasing operations.                     

     OPERATING  EXPENSES.   (Including  Marketing,  Sales  and  Administration).
Operating  expenses  totaled  $406,564 for the three months ended June 30, 2000,
compared to $182,341 in 1999.  Operating  expenses  include all 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  consist  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. 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
previous  quarter of the last fiscal year, but decline  sharply as percentage of
revenue  as sales of travel and  merchandise  increase.  Operating  loss for the
period in 2000 was ($256,677) as compared to ($36,396) in 1999 for the quarter. 

     NET LOSS.  DiveDepot.Com  had a loss of  approximately  ($211,731)  for the
quarter  June 30, 2000 after an  extraordinary  gain on sale of fixed  assets of
$44,945. Net loss for the quarter in 1999 was ($36,396).                        

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000                    

     The Company had sales  revenues of $571,017 in the period in 2000  compared
to $688,495 for the period in 1999.                                             

     COST OF REVENUE.  Cost of Sales totaled  $268,431( or 41% of sales) for the
period in 2000 compared to $183,605 in 1999. 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.                                                

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     OPERATING  EXPENSES  (Including   Marketing,   Sales  and  Administration).
Operating  expenses  totaled  $755,207  for the six month  period ended June 30,
2000,  compared  to $607,802 in 1999.  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.                          

     The Company had a loss on  operations of ($471,027) in the six month period
in 2000, as compared to a loss of ($121,319) in the same period in 1999.        

     The Company had an  extraordinary  gain of $44,945 in the second quarter of
2000 which reduced the net loss for the six month period to ($427,082)  compared
to ($121,319) in loss for the same period in 1999.                              

     The loss per share for the six month period in 2000 was ($.21) and in 1999,
it was  ($.095).  Losses can be expected to continue as the Company  attempts to
expand its business.                                                            

     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  its 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.               

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.    

CASH FLOWS                                                                      

     Net cash used in operating  activities  for the three months ended June 30,
2000 was approximately $110,397. The amount of cash used in operating activities
in the period was primarily  impacted by the increased  costs of 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. 

NEED FOR ADDITIONAL FINANCING                                                   

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,  which remain critical due to continuing  operating  losses.  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.                                                                

     In regard to the  possibility  that the shares of the Company would qualify
for listing on NASDAQ,  the current NASDAQ  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, at this time.                                                         

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RESULTS OF OPERATIONS  FOR YEAR ENDED  DECEMBER 31, 1999 COMPARED TO SAME PERIOD
IN 1998.                                                                        

     The Company had revenues of  $1,187,538  in 1999  compared to $1,326,414 in
1998. Cost of sales in 1999 was $841,699, compared to a cost of sales in 1998 of
$940,038.  In 1999 the gross profit was  $345,839,  and in 1998 gross profit was
$386,376.                                                                       

     The Company  incurred  operating  expenses of $671,971 in 1999  compared to
$587,204 in 1998.  After  amortization of goodwill of $36,811 for each year, the
Company  sustained  a loss  on  operations  totalling  ($362,943)  in  1999  and
($237,639) in 1998. The net loss was $362,943 in 1999 and ($237,639) in 1998.   

     The diving income for the Company rose to $548,502 in 1999 from $415,999 in
1998.  Certification  income from divers was $76,274 in 1999 compared to $78,090
in 1998.  Merchandise  sales were $286,666 in 1999 and $290,914 in 1998.  Travel
package income  decreased to $156,333 in 1999 from $372,613 in 1998, as a result
of the Company changing its marketing of this area due to unprofitability.      

     The Company  incurred  yacht charter  expenses in 1999 of $27,534 for a new
travel  program  not offered in 1998.  Repair  income was off in 1999 to $26,907
from $40,052 in 1998.                                                           

     The Company's largest  operational  expense items were merchandise costs of
$173,634 in 1999 compared to $147,209 in 1998,  and salaries of $433,152 in 1999
as compared to $370,108 in 1998. Hotel costs were $95,033 in 1999 as compared to
$180,292 in 1998.  Diving costs were reduced to $38,097 in 1999 from $132,104 in
1998.                                                                           

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LIQUIDITY AND CAPITAL RESOURCES                                                 

     The Company had $15,410 in cash at year end 1999, down from $27,482 at 1998
year end.  Current  assets were $142,930 and $162,534 at year end 1999 and 1998,
respectively.  The current liabilities of the Company were $645,543 and $353,854
at year end 1999 and 1998, respectively.                                        

     The  Company  had  inadequate  capital  and needed to borrow  funds or make
private  placements of stock in order to fund  operations and pay liabilities at
year end.                                                                       

CASH FLOWS                                                                      

     The Company,  at year end, had inadequate cash flow to pay accounts payable
and current operations costs. The operations deficits of ($362,943) for 1999 and
($237,639) show continued unprofitability in the start up share of the Company's
business efforts.                                                               

NEED FOR ADDITIONAL FINANCING                                                   

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs.  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
2101 West SR 434, Suite 221, Longwood, Florida 32779.                           

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
--------------------------------------------------------------------------------
Norbert D. Weller                         100,000                         4.9%  
President, CEO & Director                                                       
490 N. Pin Oak Pl. #200                                                         
Longwood, FL  32779                                                             

Donald Mitchell                           545,027(1)                     27.0%  
Chairman & Director                                                             
525 Melrose Ave.                                                                
Winter Park, FL  32789                                                          

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Frank Horwich,                            110,000(2)                      5.4%  
Secretary & Director                                                            
300 S. Jackson St., Suite 100                                                   
Denver, CO 80209                                                                

Lisa Mitchell,                              75,871                        3.7%  
Vice President & Director                                                       
525 Melrose Ave.                                                                
Winter Park, FL  32789                                                          

Carl Dilley,                                80,871                        4.0%  
Director                                                                        
(resigned as President April 2000)                                              
8890 Coral Way, Suite 220                                                       
Miami, FL 33176                                                                 

Baskin in the Sun International, S.A.      200,419                       10.0%  
8890 Coral Way, Suite 220                                                       
Miami, FL 33165                                                                 

Dr. Martin Preskin                         125,000                        6.0%  
8324 N.W. 40TH Ct.                                                              
Coral Springs, FL 33065                                                         

Virtacon Corp                              100,000                        4.9%  
4910 Blue Lake Drive                                                            
Suite 200                                                                       
Boca Raton, FL 33431                                                            

Q Sound Labs, Inc.                         225,000                       11.0%  
400-3115 12TH St., NE                                                           
Calgary, Alberta, Canada                                                        

All directors and executive                                                     
Officers as a group (5 persons)            911,769                       45.0%  

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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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  
---------                  ---    ------------------                    ------  
Norbert D. Weller          55     President, CEO & Director           Since 2000
Lisa Mitchell              41     Executive Vice President & Dir.     Since 1997
Frank Horwich              39     Secretary & Director                Since 1997
Don Mitchell               66     Chairman & Director                 Since 1999
Carl Dilley                44     Director                            Since 1997

     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.                                                            

     NORBERT D. WELLER,  age 55 was appointed as President,  CEO and Director of
the company in April 2000. Mr. Weller has a BS in Business  Administration  from
State  University  of New York at Buffalo  (1972) and MBA course work 1973-75 at
State University of New York at Buffalo. From 1992-98 he was employed by Resorts
USA, a division of the Rank Group, first as a Vice  President-Administration and
in 1997  promoted  to  Executive  Vice  President.  Mr.  Weller was  employed by
Marriott In-Flite Services as Senior Vice President from 1988-1990. From 1990 to
1992 he was an independent writer and consultant for business management.       

     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,  Executive  Vice  President  and  Director,  was the acting
General Manager of Baskin In The Sun, Ltd. (the BVI  subsidiary)  1995 -1998 and
2000 to present and is one of the  founding  shareholders.  She was  employed by
Universal  Studios Florida in Orlando from 1998 - 2000. 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  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.                                                              

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     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.

     CARL DILLEY, Director,  studied at 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. Mr. Dilley resigned
as President of the Company in April 2000, however he remains a Director.       

     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 Norbert D. Weller, Lisa A. Mitchell
and 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 (#) 
------------------------------------------------------------------------------------------------------------------
Norbert D. Weller          1999      $96,000        0            0                    0                 0         
President as of April 2000                                                                                        

Carl Dilley,               1997      $65,000        0            0                    $80,871           0         
President (resigned)       1998      $11,000        0            0                    0                 0         
                           1999      $27,141        0            0                    0                 0         

Frank Horwich,             1997      0              0            0                    0                 0         
Secretary                  1998      0              0            0                    0                 0         
                           1999      0 (1)          0            0                    0 (1)             0         

Lisa Mitchell,             1997      0              0            0                    0                 0         
Executive Vice President   1998      $48,000        0            0                    0                 0         
                           1999      0              0            0                    0                 0         

Don Mitchell,              1997      0              0            0                    0                 0         
Chairman                   1998      0              0            0                    0                 0         
                           1999      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, Norbert D. Weller       1999      0              0           0           0       0         
   (appointed April 2000)                                                                               

B. Director, Carl Dilley             1998      0              0           0           0       0         
                                     1999      0              0           0           0       0         

C. Director, Frank Horwich           1998      0              0           0           10,000  0         
                                     1999      (1)            0           0           (1)     0         

D. Director, Lisa Mitchell           1998      0              0           0           0       0         
                                     1999      0              0           0           0       0         

E. Director, Don Mitchell            1998      0              0           0           0       0         
                                     1999      0              0           0           0       0         

(1) Mr.  Horwich's  company,  Webulate,  LLC,  received 100,000 shares of common                        
stock for software development services in 1999.                                                        

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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     Norbert D. Weller became President,  CEO and Director in April 2000 and was
issued 100,000 shares of  Registrant's  common stock.  Mr. Weller  replaced Carl
Dilley who was President and Director of the Registrant from December 1997 until
April 2000. Mr. Dilley  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  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
31, 1999, there were 1,831,297 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 33 holders of record of the Company's common stock on December 31, 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 - Dade 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  financial
statements.  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 Baskin In The Sun, S.A. 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 filed an answer and a
counter claim.                                                                  

     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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                                                        [Enlarge/Download Table]


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 (1) 
6829 Kenfig Dr                                                                                               
Falls Church, VA 22042                                                                                       

Carl Dilley                         11/01/97                    80,871                  Services/Founder (1) 
8890 Coral Way, Suite 220                                                                                    
Miami, FL 33176                                                                                              

Lisa Mitchell                       11/01/97                     5,871                  Services/Founder (1) 
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                                                                                         

M.A. Littman                        02/15/99                     9,880                  Services (1)         
10200 W. 44th Ave.                                                                                           
Suite 400                                                                                                    
Wheat Ridge, CO 80033                                                                                        

Chris Winter                        02/15/99                     9,880                  Services (1)         
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 (1) 
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 (1)         
3087 N.E. 183 Lane                                                                                           
Aventure, FL 33160                                                                                           

Hylton Wright                       07/01/98                     3,293                  $  4,700 *           
900 Greenhill Rd.                                                                       @$1.43 per share     
Mt. Airy, NC 27030                                                                                           

Abraham Garfinkel                   04/06/99                     5,000                  $ 10,000 *           
879 E. 27TH Street                                                                      @$2.00 per share     
Brooklyn, NY 11210                                                                                           

Isaac Tietelbaum                    04/06/99                     5,000                  $ 10,000 *           
C/O Moses Gluck                                                                         @$2.00 per share     
14 Quickway Rd. Unit 101                                                                                     
Monroe, NY 10950                                                                                             

Irwin B. Finch                      03/29/99                    50,000                  $100,000 *           
134 Wood Dale Dr.                                                                       @$2.00 per share     
Ballston Lake, NY 10219                                                                                      

Paul Sachter                        03/24/99                    10,000                  $ 29,000 *           
1785 Whispering Oaks                                                                    @$2.00 per share     
Ogden, UT                                                                                                    

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Dr. Martin Preskin                  04/06/99                    50,000                  $100,000 *           
8324 N.W. 40TH Ct.                                                                      @$2.00 per share     
Coral Springs, FL 33065                                                                                      

Sheldon L. Miller                   03/17/99                    50,000                  $100,000 *           
3000 Town Center,                                                                       @$2.00 per share     
Suite 1700                                                                                                   
Southfield, MI 48074-1188                                                                                    

Earth Care Corp.                    04/06/99                    10,000                  $ 20,000 *           
12535 W. Lisbin Rd.                                                                     @$2.00 per share     
Brookfield, WI 53005                                                                                         

Rex Schuette                        03/30/99                    10,000                  $ 20,000 *           
25 Cider Hill Lane                                                                      @$2.00 per share     
Sherborn, MA 01770                                                                                           

Dr. Ira Kalfus                      04/06/99                    10,000                  $ 20,000 *           
135 W. 70TH St.                                                                         @$2.00 per share     
New York, NY 10023-4458                                                                                      

Wayne Home                          04/06/99                    12,500                  $ 25,000 *           
Pine Haven Cir.                                                                         @$2.00 per share     
Boca Raton, FL                                                                                               

Ruth Schuler                        04/06/99                     2,500                  $  5,000 *           
4188 NW 83 Lane                                                                         @$2.00 per share     
Coral Springs, FL 33065-1316                                                                                 

Dr. Luis Cruz                       4/06/99                     15,000                  $ 30,000 *           
2260 SW 8TH St.                                                                         @$2.00 per share     
Miami, FL 33135                                                                                              

Nico R. Pronk                       4/06/99                     12,500                  $ 25,000 *           
1140 SW 21 Ave.                                                                         @$2.00 per share     
Boca Raton, FL 33486                                                                                         

Kyle Kennedy                        04/01/99                    48,500                  Services (1)         
710 Oakfield Dr.                                                                                             
Suite 206                                                                                                    
Brandon, FL 33511                                                                                            

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Kyle Kennedy                        04/01/99                    25,000                  Services (1)         
710 Oakfield Dr.                                                                                             
Suite 206                                                                                                    
Brandon, FL 33511                                                                                            

Magnus Opus Capital, Inc.           08/04/99                    23,000                  Services (1)         
4910 Blue Lake Drive,                                                                                        
Suite 200                                                                                                    

Webulate, LLC                       08/31/99                   100,000                  Services (1)         
300 S. Jackson St.                                                                                           
Suite 300                                                                                                    
Denver, CO                                                                                                   

Virtacon, Corp., Inc.               08/31/99                   100,000                  Services (1)         
4910 Blue Lake Drive                                                                                         
Suite 200                                                                                                    
Boca Raton, FL 33431                                                                                         

Q Sound Labs, Inc.                  08/31/99                   225,000                  Services (1)         
400-3115 12TH St., NE                                                                                        
Calgary, Alberta, Canada                                                                                     


(1)  The sales listed  above was made for services 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.                                                                 

*    Each of these sales was made in reliance upon  Regulation D, Rule 504 as an
exemption to Registration under the Securities Act of 1933.           

     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-29.                                              

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Financial Statements and Schedules.  The following financial statements
and schedules for the  Registrant as of June 30, 2000 and for the fiscal year of
1999 are filed as part of this report.                                          

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

Cover Page                                                                 F-1  
Index to Financial Statements                                              F-2  
Independent Auditor's Report for years ended                                    
   December 31, 1999 and December 31, 1998                               F-3
Consolidated Balance Sheet at end of December 31, 1999                     F-4  
Consolidated Statements of Loss and Retained Deficit                            
   at end of December 31, 1999                                           F-5
Consolidated Statement of Stockholders' Equity at end of December 31, 1999 F-6  
Consolidated Statement of Cash Flows at end of December 31, 1999           F-7  
Notes to the Consolidated Financial Statements                        F-8 - F-14

Interim Financial Statements for period ended June 30, 2000 (unaudited)         

Cover Sheet                                                               F-16  
Consolidated Balance Sheet                                             F-17-F-18
Statement of Operations                                                   F-19  
Consolidated Statement of Cash Flows                                   F-20-F-21
Stockholders' Equity                                                   F-22-F-23
Notes to Financial Statements                                          F-24-F-29

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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:            October 31, 2000                                              

   DIVEDEPOT.COM, INC.

            BY:     /S/NORBERT D. WELLER
                            Norbert D. Weller, President

        BY:     /S/FRANK HORWICH
                        Frank Horwich, Secretary

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

DIRECTORS:      

            BY:     /S/NORBERT D. WELLER
                           Norbert D. Weller, Director

        BY:     /S/FRANK HORWICH
                       Frank Horwich, Director

        BY:     /S/LISA MITCHELL
                       Lisa Mitchell, Director

       BY:     /S/DON MITCHELL
                      Don Mitchell, Director

      BY:     /S/CARL DILLEY
                     Carl Dilley, Director

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 INDEX TO FINANCIAL STATEMENTS

                                                                        PAGE

Cover Page                                                                 F-1  
Index to Financial Statements                                              F-2  
Independent Auditor's Report for years ended                                    
   December 31, 1999 and December 31, 1998                               F-3
Consolidated Balance Sheet at end of December 31, 1999                     F-4  
Consolidated Statements of Loss and Retained Deficit                            
   at end of December 31, 1999                                           F-5
Consolidated Statement of Stockholders' Equity at end of December 31, 1999 F-6  
Consolidated Statement of Cash Flows at end of December 31, 1999           F-7  
Notes to the Consolidated Financial Statements                        F-8 - F-14

Interim Financial Statements for period ended June 30, 2000 (unaudited)         

Cover Sheet                                                               F-16  
Consolidated Balance Sheet                                             F-17-F-18
Statement of Operations                                                   F-19  
Consolidated Statement of Cash Flows                                   F-20-F-21
Stockholders' Equity                                                   F-22-F-23
Notes to Financial Statements                                          F-24-F-29

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DIVEDEPOT.COM, INC. AND SUBSIDIARY

 Consolidated Financial Statements for the Years ended December 31, 1999
 and 1998 and Independent Auditors' Report

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DIVEDEPOT.COM, INC. AND SUBSIDIARY

 TABLE OF CONTENTS

YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                                    PAGE

INDEPENDENT AUDITORS' REPORT                                              F-3   

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED                           
DECEMBER 31, 1999 AND 1998                                                      
     Consolidated balance sheets                                       F-4
     Consolidated statements of loss                                   F-5
     Consolidated statements of changes in shareholders' equity        F-6
     Consolidated statements of cash flows                             F-7
       Notes to consolidated financial statements                     F-8-F-14

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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: DTT@SURFBVI.COM
                         Road Town, Tortola                     WWW.DELOITTE.COM
British Virgin Islands        

INDEPENDENT AUDITORS' REPORT                                                    

To the Shareholders' of                                                         

DIVEDEPOT.COM, INC. AND SUBSIDIARY                                              

We have audited the accompanying  balance sheets of DiveDepot.com,  Inc. and its
subsidiary  (the  "Group")  as of  December  31,  1999 and 1998 and the  related
consolidated  statements of loss, of changes in shareholders' equity and of cash
flows for the years ended  December  31, 1999 and 1998 (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, 1999 and 1998,
and the  results of its  operations,  changes in  shareholders'  equity and cash
flows  for the  years  ended  December  31,  1999  and 1998 in  accordance  with
accounting principles generally accepted in the United States of America.       

June 20, 2000                                                                   
British Virgin Islands                                                          

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                       DIVEDEPOT.COM, INC. AND SUBSIDIARY                                              
                          CONSOLIDATED BALANCE SHEETS                                                  
                           DECEMBER 31, 1999 AND 1998                                                  
                      (EXPRESSED IN UNITED STATES DOLLARS)                                             
                                                                                                       

                                                                              1999                1998 
                                                                 ------------------  ------------------
                                     ASSETS                                                            

 CURRENT ASSETS                                                                                        

      Cash                                                                  15,410              27,482 
      Accounts receivable   (Note 3)                                        84,701              83,883 
      Inventory   (Note 4)                                                  42,819              51,169 
                                                                 ------------------  ------------------
                                                                           142,930             162,534 
 FIXED ASSETS           (Note 5)                                         1,423,197             263,449 
 GOODWILL              (Note 6)                                            662,604             699,415 
 DEFERRED COSTS                                                                  -              35,701 
                                                                 ------------------  ------------------
                                                                       $ 2,228,731         $ 1,161,099 
                                                                 ==================  ==================
                                   LIABILITIES                                                         

 CURRENT LIABILITIES                                                                                   
      Bank overdraft     (Note 7)                                           68,748              69,349 
      Accounts payable                                                     464,196             221,930 
      Customer deposits                                                      1,000                 500 
      Bank loan     (Note 8)                                                 3,732               7,075 
      Related party loans    (Note 9)                                      107,867              55,000 
                                                                 ------------------  ------------------
                                                                           645,543             353,854 
                                                                 ------------------  ------------------
 LONG TERM LIABILITIES                                                                                 

      Bank loan    (Note )                                                       -               3,732 
      Related party loans    (Note 9)                                      275,316             704,889 
                                                                 ------------------  ------------------
                                                                           275,316             708,621 
                                                                 ------------------  ------------------

                              SHAREHOLDERS' EQUITY                                                     

 SHARE CAPITAL           (Note 10)                                           1,831               3,036 
 CONTRIBUTED SURPLUS                                                     1,932,597             359,201 
 RETAINED DEFICIT                                                         (626,556)           (263,613)
                                                                 ------------------  ------------------
                                                                         1,307,872              98,624 
                                                                 ------------------  ------------------
                                                                       $ 2,228,731         $ 1,161,099 
                                                                 ==================  ==================

 APPROVED BY THE BOARD OF DIRECTORS:                                                                   

/s/CARL DILLEY                                                                                         
-----------------------                                                                                
 Director                                                                                              

                 See notes to consolidated financial statements                                        

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                     DIVEDEPOT.COM, INC. AND SUBSIDIARY                                              
                       CONSOLIDATED STATEMENTS OF LOSS                                               
                  YEARS ENDED AT DECEMBER 31, 1999 AND 1998                                          
                    (EXPRESSED IN UNITED STATES DOLLARS)                                             
                                                                                                     
                                                                             1999               1998 
                                                                ------------------  -----------------

SALES                                                                   1,187,538          1,326,414 
COST OF SALES                                                             841,699            940,038 
                                                                ------------------  -----------------
GROSS PROFIT                                                              345,839            386,376 
OPERATING EXPENSES                                                        671,971            587,204 
AMORTIZATION OF GOODWILL                                                   36,811             36,811 
                                                                ------------------  -----------------
OPERATING LOSS BEFORE INCOME TAXES                                       (362,943)          (237,639)
INCOME TAXES                                                                    -                  - 
                                                                ------------------  -----------------
NET LOSS                                                               $ (362,943)        $ (237,639)
                                                                ==================  =================

                See notes to consolidated financial statements                                       

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                       DIVEDEPOT.COM, INC. AND SUBSIDIARY                                                                        
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                                                            
                     YEARS ENDED DECEMBER 31, 1999 AND 1998                                                                      
                      (EXPRESSED IN UNITED STATES DOLLARS)                                                                       
                                                                                                                                 
                                                                                                                      Total      
                                  Shares                Share             Contributed         Retained deficit    shareholders'  
                                outstanding           capital               surplus                                  equity      
                                                         $                     $                   $                   $         
                             -----------------    -----------------    ------------------  -------------------  -----------------
SHAREHOLDERS' EQUITY                                                                                                             
AT JANUARY 1, 1998                  1,561,571                1,562               335,564              (25,974)           311,152 

Issue of shares                       565,975                  566                23,637                    -             24,203 
Share split                           908,773                  908                     -                    -                908 
Net loss                                    -                    -                     -             (237,639)          (237,639)
                             -----------------    -----------------    ------------------  -------------------  -----------------
SHAREHOLDERS' EQUITY                                                                                                             
AT DECEMBER 31, 1998                3,036,319                3,036               359,201             (263,613)            98,624 

 Issue of shares                      831,297                  831             1,571,360                    -          1,572,191 
 Reverse share split               (2,036,319)              (2,036)                2,036                    -                  - 
 Net loss                                   -                    -                     -             (362,943)          (362,943)
                             -----------------    -----------------    ------------------  -------------------  -----------------

SHAREHOLDERS' EQUITY                                                                                                             
AT DECEMBER 31, 1999                1,831,297              $ 1,831           $ 1,932,597           $ (626,556)       $ 1,307,872 
                             =================    =================    ==================  ===================  =================

Share split (1.5 shares for each share at March 31, 1998) Reverse share split (1                                                 
share for each 3.036 shares at January 01, 1999)                                                                                 

                       See notes to financial statements                                                                         

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                       DIVEDEPOT.COM, INC. AND SUBSIDIARY                                                 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS                                                
                    YEARS ENDED DECEMBER 31, 1999 AND 1998                                                
                     (EXPRESSED IN UNITED STATES DOLLARS)                                                 

                                                                                                          
                                                                                  1999               1998 
                                                                     ------------------  -----------------
 CASH FLOW PROVIDED BY/(USED IN):                                                                         

      OPERATING ACTIVITIES                                                                                
          Net loss                                                            (362,943)          (237,639)
          ADJUSTMENTS FOR ITEMS NOT INVOLVING THE MOVEMENT OF CASH:                                       
             Depreciation                                                      108,572             86,925 
             Amortization of goodwill                                           36,811             36,811 
             Loss on sale of fixed assets                                            -              4,291 
          CHANGES IN NON-CASH WORKING CAPITAL                                                             
             Accounts receivable                                                  (818)             2,918 
             Inventory                                                           8,350             26,637 
             Accounts payable                                                 242,266              92,033 
             Customer deposits                                                     500            (29,854)
             Income taxes                                                            -             (6,687)
                                                                     ------------------  -----------------
                                                                                32,738            (24,565)
                                                                     ------------------  -----------------
      INVESTING ACTIVITIES                                                                                

          Purchase of fixed assets                                          (1,268,320)           (17,588)
                                                                     ------------------  -----------------
                                                                            (1,268,320)           (17,588)
                                                                     ------------------  -----------------
      FINANCING ACTIVITIES                                                                                
          Proceeds from sale of shares                                             831                566 
          Share split                                                           (2,036)               908 
          Contributed surplus                                                1,573,396             23,637 
          Deferred costs                                                        35,701            (35,701)
          Repayment of bank loans                                               (7,075)            (6,291)
          Related party loans                                                 (376,706)           (28,369)
                                                                     ------------------  -----------------
                                                                             1,224,111            (45,250)
                                                                     ------------------  -----------------

DECREASE IN CASH                                                               (11,471)           (87,403)
CASH, BEGINNING OF YEAR                                                        (41,867)            45,536 
                                                                     ------------------  -----------------
CASH, END OF YEAR                                                            $ (53,338)         $ (41,867)
                                                                     ==================  =================

REPRESENTED BY:                                                                                           
Cash                                                                            15,410             27,482 
Bank overdraft                                                                 (68,748)           (69,349)
                                                                     ------------------  -----------------
                                                                             $ (53,338)         $ (41,867)
                                                                     ==================  =================

                 See notes to consolidated financial statements                                           

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(EXPRESSED IN UNITED STATES DOLLARS)

1.       INCORPORATION AND ACTIVITY                                             

         DIVEDEPOT.COM,  Inc. (the  "Company") was  incorporated  on December 1,
         1997  in  the  State  of  Florida  (USA)  under  the  Florida  Business
         Corporation Act. During 1999, DIVEDEPOT.COM,  Inc changed its name from
         Baskin in the Sun,  International,  Inc. The principal  activity of the
Company is that of a holding company.                         

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 Baskin in the Sun Limited.         

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                          331/3%
                           Furniture & fixtures                        15%
                           Machinery and other equipment               15%
                           Motor vehicles                              25%
                           Motor vessels                               15%
                           Rental equipment                            10%

         The cost of the  website  will be  amortized  at 331/3% when it will be
completed and satisfactorily brought on-line.                 

GOODWILL                                                      

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

INCOME TAXES                                                  

         The Company is liable to income  taxes at 22% of its  operating  income
and accounts for this using the liability method.             

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

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(EXPRESSED IN UNITED STATES DOLLARS)

2.       SIGNIFICANT ACCOUNTING POLICIES (Continued)                            

REVENUE RECOGNITION                                           

         Diving and certification  income is recognized on the completion of the
         activity.  Merchandise  income is  recognized  when  items are sold and
title has passed.                                             

3.       ACCOUNTS RECEIVABLE                                                    

                                  1999                1998
                                 ---------------------------------
 Trade                              69,609              71,162
 Utility                             3,533               6,352
 Prepaid expenses                   11,559               6,369
                                 ---------------------------------
                               $    84,701         $    83,883
                                 =================================

         Included  in trade  receivables  are  amounts  owed by related  parties
         amounting to $23,800 (1998-  $23,700),  which are on normal  commercial
terms.                                                        

4.       INVENTORY                                                              

                                  1999                1998
                                --------------------------------
 Merchandise                        39,748              34,397
 Spares                                  -              13,514
 Teaching materials                  3,071               1,987
 Fuel                                    -               1,271
                                --------------------------------
                               $    42,819         $    51,169
                                ================================

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                       DIVEDEPOT.COM, INC. AND SUBSIDIARY                                                                           
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                       
                           DECEMBER 31, 1999 AND 1998                                                                               
                      (EXPRESSED IN UNITED STATES DOLLARS)                                                                          

5.  FIXED ASSETS                                                                                                                    
                                                                                                                                    

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

COST                                                                                                                                

   January 1, 1999        54,468       16,121            -    21,752       64,898      35,300      328,664      75,204      596,407 
   Additions              10,381       10,950    1,060,000     8,170        4,754           -      151,885      22,180    1,268,320 
   Disposals                   -       (5,842)           -         -            -           -            -      (5,298)     (11,140)
                      ------------ ------------ -----------  --------   -----------  ----------  -----------  ---------- ---------- 
   December 31, 1998      64,849       21,229    1,060,000    29,922       69,652      35,300      480,549      92,086    1,853,587 
                      ------------ ------------ ------------ --------   -----------  ----------- -----------  ---------- -----------

ACCUMULATED DEPRECIATION                                                                                                            

   January 1, 1998        44,565       13,159            -    17,329       31,437      35,080      141,441      49,947      332,958 
   Charge for the year     6,657        5,479            -     3,794        6,527         220       72,082      13,813      108,572 
   Disposals                   -       (5,842)           -         -            -           -            -      (5,298)     (11,140)
                      ------------ ------------ ------------ ---------  ----------- ----------  -----------  ----------  -----------
   December 31, 1998      51,222       12,796            -    21,123       37,964      35,300      213,523      58,462      430,390 
                      ------------ ------------ ------------ ---------  ----------- ----------  -----------  ----------  -----------

NET BOOK VALUE                                                                                                                      

   December 31, 1999    $ 13,627      $ 8,433   $1,060,000   $ 8,799     $ 31,688         $ -    $ 267,026    $ 33,624   $1,423,197 
                       ===========  =========== ============ =========  ===========  ==========  ===========  ========== ========== 

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


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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(EXPRESSED IN UNITED STATES DOLLARS)

6.      GOODWILL                                                                

                                  1999                1998
                                 ---------------------------------
  Goodwill                           736,226             736,226
   Amortization of goodwill           (73,622)            (36,811)
                                 ---------------------------------
                                 $    662,604             $699,415
                                 =================================

7.     BANK  OVERDRAFT                                                          

       The bank overdraft is secured by a charge on the assets of the subsidiary
company and bears interest at 11% per annum.                      

8.      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.      

                                  1999                1998
                                  ----------------------------------
Bank loan is secured by a                                   
charge over the assets of the                               
subsidiary company.  The loan                               
bears interest at 2.5% above                                
Barclays prime rate and is                                  
repayable by June 2000, in                                  
monthly instalments of $655                                 
 including interest.                3,732               10,807

  Less: current portion             (3,732)              (7,075)
                                  ----------------------------------
                               $         -         $     3,732
                                  ==================================

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(EXPRESSED IN UNITED STATES DOLLARS)

9.      RELATED PARTY LOANS                                                     

                                  1999                1998
                                   -----------------------------------

Related party promissory note bears                                             
interest at 10% per annum                         -              369,392        

Related party loan which bears interest                                         
at 3% over New York prime rate.  It is                                          
repayable in monthly instalments of                                             
$4,583 plus interest.                        275,316             336,572        

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.                  79,867              25,925        

Unsecured loan which bears interest                                             
at 8% per annum.  It is repayable in                                            
quarterly instalments of $560.                28,000              28,000        

                                    ------------------------------------
                                     383,183             759,889

Less: current portion                       (107,867)            (55,000)       
                                    ------------------------------------
                                $    275,316        $    704,889
                                    ====================================

10.    SHARE CAPITAL                                                            

                                  1999                1998
                                    ------------------------------------
Authorized                                                                      
50,000,000 Ordinary shares                                            
of $0.001 par value each           $     50,000        $     50,000   
                                    ====================================
Issued and fully paid                                                           
1,831,297 (1998-3,036,319)                                            
Ordinary shares                    $      1,831        $      3,036   
                                    ====================================

                                  1999                1998
                                    ------------------------------------
Stock options to the website suppliers            no                  no        

Options exercisable at $2.00 per       250,000                   -    
 share                              ====================================

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(EXPRESSED IN UNITED STATES DOLLARS)

11.      STOCK PLAN                                                             

       The Group has  established an informal Stock Plan (the "Plan") whereby it
       grants  ordinary shares of the Company to employees who have at least one
       year's  service and have  benefited  the Group.  The Plan  provides  that
       employees are chosen by the Group's Chairman and approved by the Board of
       Directors  based on  performance  and  dedication.  During the year,  the
       number of shares distributed under the Plan were 20,000 (1998 - 555,975).

12.    STOCK OPTIONS                                                            

       During the year, the Group granted stock options on 250,000 shares of the
       Company to software  developers as part of the compensation to design and
       develop a corporate website on behalf of the Group. The stock options are
       exercisable at $2.00 per share within a five year period from the date of
grant. None of the options were exercised during the year.        

13.    INCOME TAXES                                                             

       The  Company  has  $539,382 of  estimated  tax losses  which it can carry
forward and set off against future income.                        

14.    LEASE COMMITMENTS                                                        

        The Group has  various  lease  commitments  in respect of its  premises.
        Future  lease  payment  will total  $138,906,  including  the  following
amounts over the next three years.                              

                         December 31              Commitment
                             --------------           --------------
                          2000                     $    68,027
                          2001                          48,844
                          2002                          22,035

        In  addition  to the above  there is also a lease  agreement  with Peter
        Island Resort. In accordance with this lease the Company must pay 15% of
        the total of all goods and  services  billed to guests of Peter  Island.
        During  1999 the  Company  paid  $10,332  (1998 - Nil) to  Peter  Island
      Resort. The lease was issued in April 1999 and will expire in 2 years.

                                                                [Download Table]

15.   INFORMATION ON SUBSIDIARY                                                    

                                                                                   
                                                                            PORTION
                                 PLACE OF                    DATE OF      OF VOTING
    NAME                         INCORPORATION           INCORPORATION  SHARES HELD
    ----                         -------------           -------------  -----------

    Baskin in the Sun Limited    British Virgin Islands  May 2, 1972           100%


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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(EXPRESSED IN UNITED STATES DOLLARS)

16.      CONTINGENCIES                                                          

        DiveDepot.com,  Inc. is defendant in a legal action.  The Plaintiffs are
        seeking relief for an alleged breach of contract,  fraud,  and have also
        requested a constructive  trust to be imposed by the Court.  The Company
        has  vigorously  defended  the action and believes the action is without
        foundation.  Due to a lack of record  activity and of prosecution on the
        part of the Plaintiffs for  approximately  one year, the Company will be
        seeking to dismiss the  action.  In the event that the  Plaintiffs  were
        ultimately successful, the Company could potentially sustain a judgment,
exceeding $217,000, plus interest.                              

17.      COMPARATIVES                                                           

        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 JUNE 30, 2000
(Unaudited) 

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TABLE OF CONTENTS 

Interim Financial Statements for period ended June 30, 2000 (unaudited)         

                                                                      PAGE

Cover Sheet                                                               F-16  
Consolidated Balance Sheet                                             F-17-F-18
Statement of Operations                                                   F-19  
Consolidated Statement of Cash Flows                                   F-20-F-21
Stockholders' Equity                                                   F-22-F-23
Notes to Financial Statements                                          F-24-F-29

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                       DIVEDEPOT.COM, INC. AND SUBSIDIARY                                                       
                                  BALANCE SHEET                                                                 
                     AS OF JUNE 30, 2000 AND MARCH 31, 2000                                                     

                                                                          ASSETS                                
                                                                          ------                                
                                                                                                                

                                                                                  JUNE 30         DECEMBER 31   
CURRENT ASSETS                                                                       2000           1999        
--------------                                                                       ----           ----        

            Cash                                                                       $ 84,240   $   15,410    
            Accounts Receivable (Note 3)                                                 49,042       84,701    
            Inventory           (Note 4)                                                 42,869       42,819    
                                                                                       ----------     ----------
                        Total Current Assets                                            176,151      142,930    

FIXED ASSETS                         (Note 5)                                         1,759,837    1,423,190    

GOODWILL                             (Note 6)                                           644,198      662,604    
                                                                                       ----------     --------- 

                        TOTAL ASSETS                                                 $2,580,186   $2,228,731    
                                                                                       =========================

                                             LIABILITIES AND STOCKHOLDERS EQUITY                                

CURRENT LIABILITIES                                                                                             

            Bank Overdraft           (Note 7)                                          $   52,482   $   68,748  
            Accounts Payable                                                              592,079      464,196  
            Customer Deposits                                                               1,359        1,000  
            Bank Loan                (Note 8)                                                   0        3,732  
            Related Party Loans      (Note 9)                                             205,791      107,867  
                                                                                         ----------    -------- 
                                                       Total Current Liabilities          851,711      645,543  
                                                                                         ----------    -------- 
               See accompanying notes to the financial statements                                               

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LONG TERM LIABILITIES                                                                                          

            Bank Loan                                                                      --             --   
            Related Party Loans                                                       242,927        275,316   
            Bonds Payable                                                             254,000             --   
                                                                                      ------------------------ 
                                                     Total Long Term Liabilities      496,927        275,316   
                                                                                      ------------------------ 
                        TOTAL LIABILITIES                                           1,348,638        920,859   

                                                            STOCKHOLDERS' EQUITY                               

STOCKHOLDERS' EQUITY (DEFICIT)                                                                                 

            Common stock, $.001 par value, 50,000,000 authorized,                       2,031          1,831   
               2,031,297 shares issued and outstanding as of                                                   
            June 30,  2000 and  1,831,297 as of December 31, 1999                                              
            Additional paid in capital                                              2,332,396      1,932,957   
            Retained earnings                                                      (1,052,879)      (626,556)  
            Less: Treasury stock (12,500 shares)                                      (50,000)            --   
                                                                                    ---------------------------
                        Total Stockholders' Equity                                  1,231,548      1,307,872   
                                                                                    ---------------------------

                        TOTAL LIABILITIES AND EQUITY (DEFICIT)                    $ 2,580,186    $ 2,228,731   
                                                                                    ===========================


 See accompanying note to financial statements

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                                                  DIVEDEPOT.COM, INC. AND SUBSIDIARY                                 
                                                 CONSOLIDATED STATEMENT OF OPERATIONS                                
                                          FOR THE THREE MONTHS ENDING JUNE 30, 2000 AND 1999,                        
                                           THE SIX MONTHS ENDING JUNE 30, 2000 AND 1999 AND                          
                                          FROM INCEPTION (DECEMBER 1, 1997) TO JUNE 30, 2000                         

                                THREE MONTHS     THREE MONTHS      SIX MONTHS       SIX MONTHS                       
                                ENDING           ENDING            ENDING           ENDING                           
                                JUNE 30          JUNE 30           JUNE 30          JUNE 30       FROM               
                                  2000              1999              2000             1999       INCEPTION          
                           ------------------------------------------------------------------------------------------
                                                                                                                     

SALES                           $   271,116       $206,549       $   571,017    $   688,495    $ 3,163,443           

COST OF SALES                   $   112,026       $ 55,082       $   268,431    $   183,606    $ 1,699,919           
                                    ----------------------------------------------------------------------           

GROSS PROFIT                    $   159,090       $151,467       $   302,586    $   504,889    $ 1,463,524           

OPERATING EXPENSES                  406,564       $182,341           755,207        607,802      2,469,079           

AMORTIZATION OF GOODWILL              9,203       $  5,522           18,406         18,406         92,028            
                                    ----------------------------------------------------------------------           

INCOME (LOSS) BEFORE INCOME                                                                                          
TAXES AND EXTRAORDINARY ITEMS      (256,677)     ($ 36,396)        (471,027)      (121,319)    (1,097,583)           
                                    ----------------------------------------------------------------------           

EXTRAORDINARY ITEM:  GAIN ON                                                                                         
SALE OF FIXED ASSETS                 44,945              0          44,945                0         44,945           

INCOME TAXES                              0              0                 0              0              0           
                                    ---------------------------------------------------------------------            

NET INCOME (LOSS)               $  (211,731)     ($ 36,396)      $  (427,082)   $  (121,319)   $(1,052,636)          
                                    ======================================================================           

         Weighted Average         1,956,297      1,956,297        1,956,297      1,280,315                           
         Number of Shares                                                                                            

         Basic EPS              $    (0.108)      $  (.019)      $    (0.21)    $   (0.095)                          


See accompanying notes to the financial statements

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                                                     DIVEDEPOT.COM AND SUBSIDIARY                                                   
                                                         STATEMENT OF CASH FLOWS                                                    
                                                         STATEMENT OF OPERATIONS                                                    
                                          FOR THE THREE MONTHS ENDING JUNE 30, 2000 AND 1999,                                       
                                             THE SIX MONTHS ENDING JUNE 30, 2000 AND 1999                                           
                                           FROM INCEPTION (DECEMBER 1, 1997) TO JUNE 30,2000                                        
                                                                                                                                    

                                                             THREE MONTHS    THREE MONTHS    SIX MONTHS      SIX MONTHS             
                                                             ENDING          ENDING          ENDING          ENDING                 
                                                             JUNE 30         JUNE 30         JUNE 30         JUNE 30      FROM      
                                                             2000            1999            2000            1999         INCEPTION 
-------------------------------------------------------------------------------------------------------------------------           

CASH FLOWS FROM (FOR)                                                                                                               
OPERATING ACTIVITIES                                                                                                                
         Net Income (Loss)                                     (211,731)    (36,396)         (426,081)        (121,319)   (840, 906)

Adjustments for items not involving the movement of cash:                                                                           

   Receivables - related parties                                                                                                    
   Accounts Receivable                                      $    15,995    $   7,927        $  35,659    $    26,423    ($   65,037)
   Depreciation                                             $    26,477    $  27,591        $  53,126    $    55,182     $  225,383 
   Inventory                                                       --     ($   8,360)      ($      50)  ($    27,865)   ($   42,869)
   Accounts Payable                                         $   111,199    $   4,493        $ 127,883    $    14,977     $  528,691 
  Customer Deposits                                         $       359    $     300        $     359          $1000    ($   29,354)
  Amortization of Goodwill                                  $     9,203    $   9,203        $  18,406    $    18,406    $    82,825 
  Gain On Sale of Fixed Assets                                ( $44,945)          --       ($  44,945)            --    $     4,291 
  Other                                                    ($    16,954)          --       (   16,954)            --    $     1,999 
                                                           -------------------------------------------------------------------------
Total adjustments to net income                             $   101,334    $  41,154        $ 173,484    $    88,123    $   705,929 

Net cash provided by (used in)                                                                                                      
operating activities                                       ($   110,397)   $   4,758       ($ 252,597)  ($    33,196)  ($   134,977)

CASH FLOWS FROM (FOR)                                                                                                               
INVESTING ACTIVITIES                                                                                                                
   Proceeds from Sale of Fixed Assets                       $    60,000                     $  60,000                               
   Purchase of Subsidiary (net of cash acquired)                                                                        ($1,041,013)
   Purchase of Fixed Assets                                (    $40,167)  ($ 312,753)      ($  50,133)   ($1,042,510)   ($1,331,400)
                                                           -------------------------------------------------------------------------
   Net cash provided by (used in)                                                                                                   
   operating activities                                     $    19,833   ($ 312,753)       $   9,867    ($ 1,042,510)  ($2,372,413)

See accompanying notes to the financial statements
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CASH FLOWS FROM (FOR)                                                                                       
INVESTING ACTIVITIES                                                                                        
                                                                                                            

   Purchase of treasury stock                                      ($   50,000)                ($    50,000)
   Proceeds from bank loan                                                                           17,109 
   Repayment on bank loan                                                        ($     2,146) ($    13,366)
   Proceeds from loan                                                                                       
   Repayment on loan               ($    1,847)   ($     844)      ($    3,732)                ($     1,885)
   Proceeds from sale of shares                    $ 340,500                      $ 1,135,000   $   340,595 
   Contributed Surplus                                                                          $ 1,595,869 
   Share split                                                                                 ($     2,036)
   Related party loans             ($   22,118)    $   5,245        $   65,535    $    17,484   $   423,014 
   Proceeds from issuance                                                                                   
   of bonds pay                     $    8,000            --        $  254,000                  $   246,000 
   Deferred Costs                                 ($   3,231)                    ($    10,770)  $    30,354 
   Add'l paid in capital                                                                                    
   Net cash provided by (used in)                                                                           
   Investing activities            ($   15,965)    $ 341,870        $  265,803    $ 1,139,568   $ 2,585,654 

CASH RECONCILIATION                                                                                         

    Net increase (decrease)                                                                                 
    in cash                        ($  106,529)    $  33,876        $   23,073    $    63,862   $    78,264 
    Beginning cash balance          $  138,287    ($  11,881)       $   84,949   ($    41,867) ($    49,669)
                                    ------------------------------------------------------------------------
CASH BALANCE AT END                                                                                         
OF PERIOD                           $    31,758    $  21,995        $   108,022   $    21,995   $    28,595 
                                    ========================================================================


See accompanying notes to the financial statements

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                                  DIVEDEPOT.COM                                                                 
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY                                                  
         FOR THE PERIOD OF INCEPTION (DECEMBER 1 1997 TO JUNE 30, 2000)                                         

                                                                          ADDITIONAL                            
                                  COMMON                     STOCK         PAID-IN     INCOME                   
                                  SHARES                     AMOUNT        CAPITAL     (LOSS)         TOTAL     
                                  ------                     ------        -------     ------         -----     

                                                                                                                

Issuance of shares of                                                                                           
common stock on Nov 1, 1997                                                                                     
$.001 per share                1,022,987                        1023          --            --         1023     

Net (loss) from inception                                                                                       
on Dec 1, 1997 through                                                                                          
Dec 31, 1997                                                                             (25,974)     (25,974)  

Balance December 31,1997       1,022,987                        1023                     (25,974)     (24,951)  

Issuance of shares of                                                                                           
common stock on June 4,                                                                                         
1998 for $.001 per share           2,964                           3          --            --              3   

Issuance of shares of                                                                                           
common stock on July 1,                                                                                         
1998 for $1.43 per share           3,622                           4         5,176          --           5180   

Net (loss) through                                                                                              
December 31, 1998                                                                       (237,639)    (237,639)  
                                  ----------                   ----------    ----------  ----------   ----------
Balance December 31, 1998      1,029,573                        1030         5,176      (263,613)    (257,407)  

Issuance of shares of                                                                                           
common stock on Feb 15,                                                                                         
1999 for $.001 per share          27,724                          28          --            --             28   

Issuance of shares of                                                                                           
common stock on March 7,                                                                                        
1999 for $ 2.00 per share         50,000                          50        99,950          --        100,000   

Issuance of shares of                                                                                           
common stock on March 24,                                                                                       
1999 for $ 2.00 per share         10,000                          10        19,990          --         20,000   

Issuance of shares of                                                                                           
common stock on March 29,                                                                                       
1999 for $ 2.00 per share         50,000                          50        99,950          --         50,000   

Issuance of share of                                                                                            
common stock on March 30,                                                                                       
1999 for $ 2.00 per share         10,000                          10        19,990          --         20,000   

Issuance of shares of                                                                                           
common stock on March 31,                                                                                       
1999 for $ 7.934 per share        20,000                          20       158,660          --         40,000   

Issuance of shares of                                                                                           
common stock on April 1,                                                                                        
1999 for $ .001 per share         73,500                          73          --            --             73   

Issuance of shares of                                                                                           
common stock on April 6,                                                                                        
1999 for $ 2.00 per share        122,500                         122       244,878          --        245,000   

See accompanying notes to the financial statements
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                                  DIVEDEPOT.COM                                                                   
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY                                                    
         FOR THE PERIOD OF INCEPTION (DECEMBER 1 1997 TO JUNE 30, 2000)                                           

                                                                          ADDITIONAL                              
                                  COMMON                STOCK              PAID-IN          INCOME                
                                  SHARES                AMOUNT             CAPITAL          (LOSS)          TOTAL 
                                  ------                ------             -------          ------          ----- 
                                                                                                                  

Issuance of shares of                                                                                             
common stock on June 9,                                                                                           
1999 for $ .001 per share          10,000              10                                                     10  

Issuance of shares of                                                                                             
common stock on August 4,                                                                                         
1999 for $ .001 per shares         23,000              23                                                     23  

Issuance of shares of                                                                                             
common stock on August 31,                                                                                        
1999 for $ 2.00 per share         325,000             325                   649,675                      650,000  

Issuance of shares of                                                                                             
common stock on August 31,                                                                                        
1999 for $7.93 per share           80,000              80                   634,328                      634,408  

Net (loss) through                                                                                                
December 31, 1999                                                                       (362,943)       (362,943) 
                                 ---------------------------------------------------------------------------------
Balance December 31. 1999       1,831,297           1,831                 1,932,596     (626,556)      1,307,874  

Issuance of shares of                                                                                             
common stock on Feb 1,                                                                                            
2000 for $ 2.00 per share         100,000             100                   199,900                      200,000  

Issuance of shares of                                                                                             
common stock on March 1,                                                                                          
2000 for $ 2.00 per share         100,000             100                   199,900                      200,000  

Treasury stock purchased          (12,500)                                                                        

Net income(loss) for period                                                                                       
through March 31, 20000                                                                 (214,350)       (214,350) 

Net income (loss) for period                                                                                      
through June 30, 2000                                                                   (211,731)       (211,731) 

Cumulative Balance,                                                                                               
June 30, 2000                   2,018,797           2,031                 2,332,396   (1,052,637)      1,281,793  


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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999 
(Expressed in United States dollars)

1.    INCORPORATION AND ACTIVITY                                                

          DIVEDEPOT.COM,  Inc. (the  "Company") was  incorporated on December 1,
          1997  in the  State  of  Florida  (USA)  under  the  Florida  Business
          Corporation Act. During 1999 DIVEDEPOT.COM, Inc. changed its name from
          Baskin in the Sun,  International,  Inc. The principal activity of the
          Company is that of a holding  company. It owns a subsidiary, Baskin in
the Sun LTD.                                                

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 1/3%
                      Furniture & Fixtures                     15%
                      Machinery and other equipment            15%
                      Motor vehicles                           25%
                      Motor vessels                            15%
                      Rental equipment                         10%

         The cost of the website  will be  amortized  at 33 1/3% when it will be
completed and satisfactorily brought on-line.                 

Goodwill                                                      
--------                                                      

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

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999 
(Expressed in United States dollars)

Income taxes                                                  
------------                                                  

         The Company is liable to income  taxes at 22% of its  operating  income
         and  accounts for this using the  liability  method.  The subsidiary is
         liable to income taxes at 15% of its operating  income and accounts for
this using the liability method.                              

Revenue recognition                                           
-------------------                                           

         Diving and certification  income is recognized on the completion of the
         activity.  Merchandise  income is  recognized  when  items are sold and
title has passed.                                             

3.       ACCOUNTS RECEIVABLE                                                    

                                         June 30, 2000      March 31, 1999

                                            -------------       --------------
  Trade                               26,461              47,557
  Utility                              3,533               3,533
  Prepaid expenses                    19,048              13,946
                                            -------------       --------------
                                     $ 49,042           $ 65,036
                                            =============       ==============

4.       INVENTORY                                                              

                                            June 30, 2000       March 31, 2000

                                            -------------       --------------
      Merchandise                             39,748              39,748
      Spares                                       0                   0
      Teaching materials                       3,121               3,071
      Fuel                                         -                   -
                                            -------------       --------------
                                          $   42,869         $    42,819
                                          =============       ============

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                                                 DIVEDEPOT.COM, INC. AND SUBSIDIARY                                            
                                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                        
                                                       JUNE 30, 2000 AND 1999                                                  

5.  FIXED ASSETS                                                                                                               
                                                                                                                               

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

       March 31,2000           64,815       21,229     1,460,000   29,922     69,652     35,300   480,549    92,086   2,263,553
         Additions              1,357           0         25,000    1,476      1,476        0       1,550    10,550      41,400
         Disposals                0             0           0         0           0         0     119,415      0        119,415
                            ------------ ------------ ---------- ---------  ----------   ------   -------   -------   ---------
       June 30, 2000           71,172       21,229     1,485,000   31,389     71,128     35,300   362,684   107,636   2,185,538

  Accumulated Depreciation                                                                                                     

       March 31, 2000          53,072       14,566         0       22,072     39,596     35,300   231,544    60,890    457,040 
   Charge for the Quarter       1,869        3,067         0        1,122      1,340        0      16,528     2,550     26,476 
         Disposals               0             0           0         0           0          0      87,832      0        87,832 
                             ----------   ----------   --------   --------  ----------   -------  -------   --------  ---------
       June 30, 2000           54,941       17,633         0       23,194     40,936     35,300   160,240    63,440    395,684 
                               ----------   ---------- ----------   -------   ----------  ------- ---------  --------  ------- 
       Net book value                                                                                                          

       June 30, 2000           16,231        3,596     1,485,000   8,195      30,192        -     202,444    44,196   1,789,854
                             ---------     --------     -------   -------    ---------   ------   -------    ------    ------- 

       March 31, 2000          16,743        6,663     1,460,000   7,850      30,056              249,005    36,196   1,806,514

                             ----------    ---------   ---------  -------    --------   --------  --------  -------- ----------


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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999 
(Expressed in United States dollars)

6.   GOODWILL                                                                   

                                                June 30, 2000     March 31, 1999
                                                -------------     --------------

Goodwill                                          736,226               736,226 
Amortization of goodwill                          (92,028)              (82,825)
                                                 ---------              --------

                                              $  644,198            $  653,401
                                              ================     =============

7.   BANK OVERDRAFT                                                             

     The bank  overdraft is secured by a charge on the assets of the  subsidiary
company and bears interest at 11% annum.                              

8.    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.                      

                                               June 30, 2000      March 31, 1999
                                               -------------      --------------

Bank loan is secured by a charge over                         
the assets of the subsidiary company.                         
The loan bears interest at 2.5% above                         
       Barclays prime rate and is repayable        0                   1,847
by June 2000, in monthly installments                         
of $655 including interest.                                   

           Less:  current portion                   0                  (1,847)

                                               ------------         ------------

                                           $             -        $            -
                                            ===============       ==============

9.      RELATED PARTY LOANS                                                     
                                          June 30, 2000       March 31, 2000
                                      ----------------------------------

Related party loan which bears                                
interest at 3% over New York                242,927    259,122
prime rate.  It is repayable                                  
in monthly installments of                                    
$4,583.00 plus interest.                                      

Related party loan which is                                   
unsecured bears no interest                 177,791    183,174
and has no fixed terms of                                     
repayment.  It is not expected                                
to be repaid within the next                                  
year.                                                         

Unsecured loan which bears                                    
interest at 8% per annum. It                 28,000     28,000
is  repayable in quarterly                                    
   installments of $560.                     ----------   ----------
                                            448,718    470,836

Less:  Current portion                     205,791     211,714
                                            ----------    ----------
                                           $242,927     $259,122

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999 
(Expressed in United States dollars)

10.     SHARE CAPITAL                                                           
                                       June 30, 2000    March 31, 2000
                                             -----------------------------------
Authorized                                                    
50,000,000 Ordinary shares of           $50,000        $50,000
$0.001 par value each                                         

Issued and fully paid                                         
2,031,297 (12/31/99 - 1,831,297)          2,031         $1,831
Ordinary shares                                               

                                         June 30, 2000    March 31, 2000
                                             -----------------------------------
Stock options to the website suppliers                        
  Options exercisable at $2.00 per share   250,000         250,000

11.   STOCK PLAN                                                                

         The Group has  established an informal Stock Plan (the "Plan")  whereby
         it grants ordinary shares of the Company to employees who have at least
         one year's service and have benefited the Group. The Plan provides that
         employees are chosen by the Group's  Chairman and approved by the Board
of Directors based on performance and dedication.             

12.   STOCK OPTIONS                                                             

         During 1999,  the Group granted stock options on 250,000  shares of the
         Company to software  developers as part of the  compensation  to design
         and  develop a  corporate  website  on behalf of the  Group.  The stock
         options are  exercisable  at $2.00 per share  within a five year period
         from the date of grant. None of the options were exercised during 1999,
or the first six months of 2000.                              

13.   INCOME TAXES                                                              

        The Company incurred $211,731 of estimated tax losses during the three
      months ended June 30, 2000 which it can carry forward and be set off
against future income.                                        

14.   LEASE COMMITMENTS                                                         

         The Group has various  lease  commitments  in respect of its  premises.
         Future  lease  payment will total  $138,906,  including  the  following
amounts over the next three years.                            

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DIVEDEPOT.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999 
(Expressed in United States dollars)

                    December 31, 1999                     Commitment
                          ------------------------------------------------------
                   2000                                 $   68,027
                   2001                                     48,844
                   2002                                     22,035

     In addition to the above there is also a lease  agreement with Peter Island
     Resort. In accordance with this lease the Company must pay 15% of the total
     of all goods and services billed to guests of Peter Island.  During the 1st
     quarter  2000,  the Company paid -0- (Total 1999 - $10,332) to Peter Island
Resort. The lease was issued in April 1999 and will expire in 2 years.

15.   INFORMATION ON SUBSIDIARY                                                 

                 PLACE OF                 DATE OF         PORTION OF
      NAME             INCORPORATION          INCORPORATION   VOTING SHARES HELD
      ----            -------------           -------------   ------------------

Baskin in the      British Virgin             May 2, 1972         100%          
Sun Limited        Islands                                                      

16.   CONTINGENCIES                                                             

     Divedepot.com,  Inc. is defendant in a legal  action.  The  Plaintiffs  are
     seeking  relief for an alleged  breach of  contract,  fraud,  and have also
     requested  constructive  trust to be imposed by the Court.  The Company has
     vigorously   defended  the  action  and  believes  the  action  is  without
     foundation. Due to a lack of record activity and of prosecution on the part
     of the Plaintiffs for  approximately  one year, the Company will be seeking
     to dismiss the action.  In the event that the  Plaintiffs  were  ultimately
     successful,  the Company could  potentially  sustain a judgment,  exceeding
$217,000 plus interest.                                               

17.   COMPARATIVES                                                              

     Certain  comparative  figures  have been  reclassified  to conform with the
current year's presentation.                                          

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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                                               

37

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/31/00		35
		6/30/00		4		65			10QSB,  NT 10-Q
		6/20/00		39
		3/31/00		53		64			10QSB
		3/1/00		59
		12/31/99		19		65
		8/31/99		59
		8/4/99		59
		6/30/99		55		62
		6/10/99		3		16
		6/9/99		59
		4/6/99		58
		4/1/99		58
		3/31/99		58		63
		3/30/99		58
		3/29/99		58
		3/24/99		58
		3/7/99		58
		1/1/99		42
		12/31/98		34		58
		7/1/98		58
		6/4/98		58
		3/31/98		42
		1/1/98		44		60
		12/1/97		44		60
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